Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Immudyne, Inc. | |
Entity Central Index Key | 948,320 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,310,375 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 235,452 | $ 232,984 |
Trade accounts receivable, net | 451,074 | 154,436 |
Inventory, net | 179,255 | 61,051 |
Total Current Assets | 865,781 | 448,471 |
Current Liabilities | ||
Accounts payable and accrued expenses | 421,640 | 167,481 |
Notes payable | 100,000 | 100,000 |
Total Current Liabilities | 521,640 | 267,481 |
Immudyne, Inc. Stockholders' equity | ||
Common stock, $0.01 par value; 50,000,000 shares authorized, 34,310,375 and 32,010,375 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 343,103 | 320,103 |
Additional paid-in capital | 8,783,487 | 8,366,313 |
Accumulated (deficit) | (8,848,363) | (8,586,338) |
Total Immudyne, Inc. Stockholders' Equity | 278,227 | 100,078 |
Non-controlling interest | 65,914 | 80,912 |
Total Stockholders' Equity | 344,141 | 180,990 |
Total Liabilities and Stockholders' Equity | $ 865,781 | $ 448,471 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 34,310,375 | 32,010,375 |
Common stock, shares outstanding | 34,310,375 | 32,010,375 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,227,247 | $ 277,353 | $ 2,868,275 | $ 565,630 |
Cost of sales | 700,977 | 89,503 | 2,038,919 | 163,719 |
Gross Profit | 526,270 | 187,850 | 829,356 | 401,911 |
Compensation and related expenses | 475,056 | 114,774 | 715,511 | 200,164 |
Professional fees | 125,359 | 26,314 | 194,674 | 61,822 |
General and administrative expenses | 79,487 | 63,932 | 177,899 | 149,261 |
Total operating expenses | 679,902 | 205,020 | 1,088,084 | 411,247 |
Operating (Loss) | (153,632) | (17,170) | (258,728) | (9,336) |
Interest (expense) | (2,750) | (8,158) | (5,813) | (18,626) |
Net (Loss) Before Taxes | (156,382) | (25,328) | (264,541) | (27,962) |
Deferred income tax benefit | 4,300 | 8,600 | ||
Net (Loss) | (156,382) | (21,028) | (264,541) | (19,362) |
Net Income (Loss) attributable to noncontrolling interests | 43,594 | (2,516) | ||
Net (Loss) attributable to Immudyne, Inc. | $ (199,976) | $ (21,028) | $ (262,025) | $ (19,362) |
Basic and diluted (loss) per share attributable to Immudyne, Inc. | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Average number of common shares outstanding | ||||
Basic | 32,338,946 | 30,650,000 | 32,174,661 | 30,204,973 |
Diluted | $ 32,338,946 | $ 30,650,000 | $ 32,174,661 | $ 30,204,973 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Sub Total | Noncontrolling interest |
Balance at Dec. 31, 2015 | $ 180,990 | $ 320,103 | $ 8,366,313 | $ (8,586,338) | $ 100,078 | $ 80,912 |
Balance, (in shares) at Dec. 31, 2015 | 32,010,375 | |||||
Amortization of stock options | 77,733 | 77,733 | 77,733 | |||
Issuance of common stock for services | 230,000 | $ 23,000 | 207,000 | 230,000 | ||
Issuance of common stock for services, shares | 2,300,000 | |||||
Reduction in noncontrolling interest | 91,612 | 91,612 | (91,612) | |||
Issuance of stock options | 40,829 | 40,829 | 40,829 | |||
Investment in subsidiary by noncontrolling interest | 79,130 | 79,130 | ||||
Net (loss) | (264,541) | (262,025) | (262,025) | (2,516) | ||
Balance at Jun. 30, 2016 | $ 344,141 | $ 343,103 | $ 8,783,487 | $ (8,848,363) | $ 278,227 | $ 65,914 |
Balance (in shares) at Jun. 30, 2016 | 34,310,375 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) | $ (264,541) | $ (19,362) |
Adjustments to reconcile net (loss) to net cash (used) by operating activities | ||
Depreciation | 28,487 | |
Deferred tax benefit | (8,600) | |
Stock compensation expense | 118,562 | 4,000 |
Issuance of common stock for services | 230,000 | |
Changes in Assets And Liabilities | ||
Trade accounts receivable | (296,638) | (120,355) |
Inventory | (118,204) | 19,529 |
Accounts payable and accrued expenses | 254,159 | 39,868 |
Net cash (used) by operating activities | (76,662) | (56,433) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Investment in subsidiary by noncontrolling interest | 79,130 | |
Increase in notes payable | 130,000 | |
Repayment of notes payable | (58,714) | |
Purchase of Company stock | (10,800) | |
Net cash provided by financing activities | 79,130 | 60,486 |
Net increase in cash | 2,468 | 4,053 |
Cash at beginning of the period | 232,984 | 75,495 |
Cash at end of the period | 235,452 | 79,548 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest | $ 5,813 | $ 18,626 |
Organization and Going Concern
Organization and Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Organization and Going Concern [Abstract] | |
Organization and Going Concern | 1. Organization and Going Concern Immudyne, Inc. (the “Company”) is a Delaware corporation established to develop, manufacture and sell natural immune support products containing the Company’s proprietary yeast beta glucans, a group of beta glucans naturally occurring in the cell walls of yeast that have been shown through testing and analysis to support the immune system. The Company’s products include once a day oral intake tablets and topical creams and gels for skin application. The Company concentrates its sales and marketing efforts on healthcare professionals, distributors for its all-natural raw material ingredient products and direct-to-consumer sales. In 2015, the Company formed a joint venture domiciled in Puerto Rico, Innate Skincare, LLC d/b/a Innate Scientific, LLC (“Innate”). Under the terms of the joint venture agreement, the Company held a 33.3% equity interest, and a 51% controlling voting interest, in Innate. On January 20, 2016, Innate amended its limited liability company operating agreement and changed its legal name to Immudyne PR LLC (“Immudyne PR”). On April 1, 2016, Immudyne PR further amended its operating agreement and restated the Company’s ownership and voting interest in Immudyne PR increased to 78.16667%. Immudyne PR was formed to launch a complete skin care regime formulated using strategic ingredients provided by the Company. Immudyne PR is also currently pursuing other opportunities. The Company has funded operations in the past through the sales of its products, issuance of common stock and through loans and advances from officers and directors. The Company’s continued operations are dependent upon obtaining an increase in its sales volume and the continued financial support from officers and directors or the issuance of additional shares of common stock. The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2016, the Company has an accumulated deficit approximating $8.8 million and has incurred negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Based on the Company's cash balance at June 30, 2016, and projected cash needs for the remainder of 2016, management estimates that it will need to increase sales revenue and/or raise additional capital to cover operating and capital requirements for the 2016 year. Management plans on raising the additional needed funds through increased sales volume, issuing additional shares of common stock or other equity securities, or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that sales revenue will substantially increase or that any required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited financial statements should be read in conjunction with those financial statements included in the Company’s previously filed Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Basis of Presentation and Use of Estimates The consolidated financial statements include the accounts of the Company and its controlled subsidiary, Immudyne PR. The non- controlling interest in Immudyne PR represents the 21.833% equity interest held by other members of the joint venture. All intercompany transactions have been eliminated. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. Inventory At June 30, 2016 and December 31, 2015, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse and third party warehouses in Nevada and Louisiana. Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At June 30, 2016 and December 31, 2015 the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: June 30, December 31, Raw materials $ 56,957 $ 25,761 Finished products 122,298 35,290 $ 179,255 $ 61,051 Revenue Recognition The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales of nutraceutical and cosmetic additives once the product is shipped to the customer, and for sales of finished cosmetic products once the customer places the order and the product is simultaneously shipped. Provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates approximated $620,000 and $1,050,000 in the three-month and six-month periods ended June 30, 2016, respectively. Customer discounts, returns and rebates were not significant in the three-month and six-month periods ended June 30, 2015. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. If title does not pass until the product reaches the customer’s delivery site or the customer accepts the product, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Revenue for the six-month period ended June 30, 2016 consisted of nutraceutical and cosmetic additives ($528,220) and finished cosmetic products ($2,340,055). Revenue for the six month period ended June 30, 2015 consisted solely of nutraceutical and cosmetic additives. Revenue for the three-month period ended June 30, 2016 consisted of nutraceutical and cosmetic additives ($262,310) and finished cosmetic products ($964,937). Revenue for the three month period ended June 30, 2015 consisted solely of nutraceutical and cosmetic additives. Accounts receivable Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At June 30, 2016 and December 31, 2015 the accounts receivable reserve was approximately $87,000 and $18,000, respectively. Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. A summary of the company’s reportable segments is as follows: Total assets: June 30, December 31, Nutraceutical and Cosmetic Additives $ 417,818 $ 412,324 Finished Cosmetic Products 562,717 101,828 Eliminations (114,754 ) (65,681 ) Total $ 865,781 $ 448,471 Total sales: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ 266,060 $ 277,353 $ 551,220 $ 565,630 Finished Cosmetic Products 964,937 - 2,340,055 - Eliminations (3,750 ) - (23,000 ) - Total $ 1,227,247 $ 277,353 $ 2,868,275 $ 565,630 Net (loss) income: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ (356,049 ) $ (21,028 ) $ (395,043 ) $ (19,362 ) Finished Cosmetic Products 199,668 - 130,503 - Eliminations - - - - Total $ (156,381 ) $ (21,028 ) $ (264,540 ) $ (19,362 ) As of and for the six months ended June 30, 2015, there were no assets, sales or net loss relative to the finished cosmetic products segment. Income Taxes The Company files Corporate Federal and State tax returns, while Innate, which was formed as a limited liability corporation, files a separate tax return with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company’s tax returns for all years since December 31, 2012, remain open to taxing authorities. Stock-Based Compensation The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. Earnings (Loss) Per Share Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. Common stock equivalents comprising shares underlying 12,700,273 options and warrants for the three and six months ended June 30, 2016 have not been included in the loss per share calculation as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 12,085,000 options and warrants for the three and six months ended June 30, 2015 have not been included in the loss per share calculations as the effects are anti-dilutive. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “ Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of the new pronouncement on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. Accordingly, the Company will adopt this standard in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern". This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's consolidated financial condition, results of operations, and cash flows. All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and notes payable approximate fair value for all periods. Noncontrolling Interests The Company accounts for its less than 100% interest in Immudyne PR in accordance with ASC Topic 810, Consolidation, and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheet and reports the noncontrolling interest’s share of the Immudyne PR net loss attributable to noncontrolling interests in the consolidated statement of operations. Concentration of Credit Risk The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. One customer in the nutraceutical and cosmetic additives division accounted for 17% and 83% of consolidated sales for each of the three month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 16% and 83% of consolidated sales for the six month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 30% and 43% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 4% and 12% of consolidated sales for each of the three month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 2% and 12% of consolidated sales for the six month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 0% and 24% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | 3. Notes Payable The Company periodically borrows from officers, directors, other related individuals and from commercial lenders. In November 2015 the Company borrowed $100,000 from a commercial lender. The loan incurs interest at 11% and is payable on November 1, 2016. Interest expense related to this loan for the three and six month ended June 30, 2016 amounted to $2,750 and $5,500, respectively. During the three and six months ended June 30, 2015 interest expense related to a loan from a second commercial lender amounted to $8,036 and $18,342, respectively. Interest expense related to loans from officers, directors and other related individuals amounted to $313 and $248 for the six month periods ended June 30, 2016 and 2015, respectively. Interest expense amounted to $0 and $122 for the three months ended June 30, 2016 and 2015, respectively. Total interest expense on notes payable amounted to $5,813 and $18,590 for the six months ended June 30, 2016 and 2015, respectively. Total interest expense amounted to $2,750 and $8,158 for the three months ended June 30, 2016 and 2015, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 4. Income Taxes The Company is not expected to have taxable income in 2016 and incurred a loss for the year ended December 31, 2015 and accordingly, no provision for federal income tax has been made in the accompanying financial statements. At December 31, 2015, the Company had available net operating loss carryforwards of approximately $2,730,000, expiring during various years through 2035. A summary of the deferred tax asset using an approximate 34% tax rate is as follows: Deferred Tax Asset $ 930,000 Valuation allowance (930,000 ) Total $ - The net operating loss carryforwards could be subject to limitation in any given year in the event of a change in ownership as defined by IRC Section 382. The deferred tax benefit included in the statement of operations represents the change in the deferred tax liability at each balance sheet date. The difference between the statutory and the effective tax rate is primarily due to a change in valuation allowance on deferred taxes, as the Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity On April 1, 2016, the Company entered into two agreements with two consultants to provide services over a nine month period in exchange for 2,300,000 shares of common stock. The Company valued the shares based on the market price on the agreement dates and for the three and six months ended June 30, 2016, the Company has recognized compensation expense of $230,000 in connection with these agreements. Service-Based Stock Options In May 2016, the Company issued 175,000 service-based options valued at $40,829 to two consultants at exercise prices of $0.20 per share. The options are fully vested and expire in 10 years. Accordingly, stock based compensation for the three and six months ended June 30, 2016 included $40,829 related to such options. A Summary of the outstanding service-based options are as follows: Number of Balance at December 31, 2015 11,025,273 Cancelled (250,000 ) Issued 175,000 Balance at June 30, 2016 10,950,273 All outstanding options are exercisable and have a cashless exercise provision, and certain options provide for accelerated vesting provisions and modifications, as defined, if the Company is sold or acquired. The intrinsic value of options outstanding and exercisable at June 30, 2016 amounted to $747,294. The significant assumptions used to determine the fair values of options issued, using a Black-Scholes option-pricing model are as follows: Significant assumptions : Risk-free interest rate at grant date 1.88 % Expected stock price volatility 248.4 % Expected dividend payout — Expected option life-years 3 Weighted average grant date fair value $ 0.24 Forfeiture rate 0 % The following is a summary of outstanding service-based options at June 30, 2016: Exercise Price Number of Weighted Average Remaining Contractual Life $0.10 1,680,273 2 years $0.20 - $0.25 8,120,000 6 years $0.40 1,150,000 5 years Total 10,950,273 Performance-Based Stock Options The Company had granted performance-based options to purchase 4,530,000 shares of common stock at exercise prices of $0.40 to $0.80. The options expire at various dates between 2021 and 2025 and are exercisable upon the Company achieving annual sales revenue of $5,000,000 and $10,000,000. The fair value of these performance-based options aggregated $135,567 to be expensed over the implicit service period commencing once management believes the performance criteria will be met. Management believes the performance criteria for options exercisable upon the Company achieving annual sales revenue of $5,000,000, with a fair value amounting to $116,600, will be met during the year ended December 31, 2016. Accordingly, stock based compensation expense for the three and six months ended June 30, 2016 includes $38,867 and $77,733, respectively, related to such options. At June 30, 2016, the unearned compensation for all the performance based options is $57,834. Stock based compensation expense amounted to $309,695 and $2,000 for the three month periods ended June 30, 2016 and 2015, respectively. Stock based compensation expense amounted to $348,562 and $4,000 for the six month periods ended June 30, 2016 and 2015, respectively. Such amounts are included in compensation and related expenses in the accompanying statement of operations. Warrants Warrants outstanding and exercisable amounted to 1,750,000 at December 31, 2015 and June 30, 2016. The weighted average exercise price of warrants outstanding at June 30, 2016 is $0.16. The warrants expire during November 2016 and December 2017. |
Royalties
Royalties | 6 Months Ended |
Jun. 30, 2016 | |
Royalties [Abstract] | |
Royalties | 6. Royalties The Company was subject to a royalty agreement based upon sales of certain skin care products. The agreement required the Company to pay a royalty based upon 8% of such sales, up to $227,175. During the year ended December 31, 2015 the Company’s sales reached the maximum amount under which the Company was required to pay a royalty under this agreement. Royalty expense amounted to $-0- and $1,157 for the three month periods ended June 30, 2016 and 2015, respectively. Royalty expense amounted to $-0- and $20,157 for the six month periods ended June 30, 2016 and 2015, respectively. During December 2015, the Company’s President who had a 60% interest in the royalties, converted royalties payable under the agreement in the amount of $84,868 to 499,225 shares of Company stock at 0.17 cents per share. Included in accounts payable and accrued expenses at June 30, 2016 and December 31, 2015 was $56,579 in regards to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases The Company leases a plant in Kentucky under an operating lease which expired on May 31, 2016. Management is currently discussing renewal lease options for the Kentucky plant and is operating on a month-to-month lease arrangement until a final agreement has been accepted. Monthly base rental payments are approximately $9,000. In addition, Immudyne PR operates in Puerto Rico in space owned by one of the parties to the joint venture. Rent expense for the three month periods ended June 30, 2016 and 2015, was $27,284 and $14,468, respectively. Rent expense for the six month periods ended June 30, 2016 and 2015, was $43,900 and $34,929, respectively. Employment and Consulting Agreements The Company has entered into various agreements with officers, directors, employees and consultants that expire in one to five years. The agreements provide for annual compensation of up to $145,000 and the issuance of stock options, at exercise prices of $0.40 and $0.80, to purchase 4,530,000 shares of common stock issuable upon the Company’s revenue exceeding $5,000,000 and $10,000,000, as defined. In addition, the agreements provide for bonus compensation to these individuals aggregating up to 15% (with no individual having more than 5%) of the Company’s pretax income. Restricted Stock and Options The Company has entered into two agreements on April 1, 2016 with two consultants of Immudyne PR for business development, marketing and sales related services (the “Consultant Agreements”). Upon signing, each consultant was issued 1,000,000 restricted shares of Immudyne, Inc. common stock. In addition, each consultant shall receive an additional 150,000 restricted shares of Immudyne, Inc. common stock for each $500,000 distributed by Immudyne PR to the Company. For each consultant the amount of shares to be issued by the Company to the consultants shall be capped at 1,500,000 restricted shares when Immudyne PR has transferred $5,000,000 to the Company, for a combined capped total of 3,000,000 restricted shares. For the three and six months ended June 30, 2016, 2,300,000 restricted shares of common stock have been issued related to these agreements. In addition, the Consulting Agreements provided that each consultant shall receive a bonus of an additional 750,000 restricted shares of Immudyne Inc. common stock, plus an option to buy 1,000,000 shares of Immudyne, Inc. common stock at $0.20/share (including a cashless exercise feature) when Immudyne PR has transferred to the Company at each of the following three (3) thresholds: $1,250,000, $2,000,000 and $3,000,000 for a total of 2,250,000 of restricted shares of Immudyne, Inc. common stock and options to purchase up to 3,000,000 shares of Immudyne, Inc. common stock at $0.20/share. As of June 30, 2016, no bonus shares have been issued and no options have been granted under this agreement. Legal Matters In the normal course of business operations the Company may become involved in various legal matters. At June 30, 2016, the Company’s management does not believe that there are any potential legal matters that could have an adverse effect on the Company’s financial position. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions For the three and six months ended June 30, 2016 one of the Company’s directors, acting as an advisor for the Company, provided legal and business advisory services and was compensated $3,000 and $9,000, respectively. In addition, for the three and six months ended June 30, 2016 the Company’s President received $6,000 and $14,000, respectively, for reimbursement of home office expenditures, including rent, utilities and other related expenses for two offices. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued. On July 1, 2016 the Company issued 50,000 service-based options to a consultant at an exercise prices of $0.20 per share. The options are fully vested and expire in 10 years. In addition, the Company granted performance-based options to purchase 150,000 shares of common stock at exercise prices of $0.40 to $0.80. The options expire in 10 years and are exercisable upon the Company achieving annual sales revenue between $5,000,000 and $10,000,000. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Unaudited Financial Statements | Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited financial statements should be read in conjunction with those financial statements included in the Company’s previously filed Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The consolidated financial statements include the accounts of the Company and its controlled subsidiary, Immudyne PR. The non- controlling interest in Immudyne PR represents the 21.833% equity interest held by other members of the joint venture. All intercompany transactions have been eliminated. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. |
Inventory | Inventory At June 30, 2016 and December 31, 2015, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse and third party warehouses in Nevada and Louisiana. Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At June 30, 2016 and December 31, 2015 the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: June 30, December 31, Raw materials $ 56,957 $ 25,761 Finished products 122,298 35,290 $ 179,255 $ 61,051 |
Revenue Recognition | Revenue Recognition The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales of nutraceutical and cosmetic additives once the product is shipped to the customer, and for sales of finished cosmetic products once the customer places the order and the product is simultaneously shipped. Provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates approximated $620,000 and $1,050,000 in the three-month and six-month periods ended June 30, 2016, respectively. Customer discounts, returns and rebates were not significant in the three-month and six-month periods ended June 30, 2015. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. If title does not pass until the product reaches the customer’s delivery site or the customer accepts the product, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Revenue for the six-month period ended June 30, 2016 consisted of nutraceutical and cosmetic additives ($528,220) and finished cosmetic products ($2,340,055). Revenue for the six month period ended June 30, 2015 consisted solely of nutraceutical and cosmetic additives. Revenue for the three-month period ended June 30, 2016 consisted of nutraceutical and cosmetic additives ($262,310) and finished cosmetic products ($964,937). Revenue for the three month period ended June 30, 2015 consisted solely of nutraceutical and cosmetic additives. |
Accounts receivable | Accounts receivable Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At June 30, 2016 and December 31, 2015 the accounts receivable reserve was approximately $87,000 and $18,000, respectively. |
Segments | Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. A summary of the company’s reportable segments is as follows: Total assets: June 30, December 31, Nutraceutical and Cosmetic Additives $ 417,818 $ 412,324 Finished Cosmetic Products 562,717 101,828 Eliminations (114,754 ) (65,681 ) Total $ 865,781 $ 448,471 Total sales: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ 266,060 $ 277,353 $ 551,220 $ 565,630 Finished Cosmetic Products 964,937 - 2,340,055 - Eliminations (3,750 ) - (23,000 ) - Total $ 1,227,247 $ 277,353 $ 2,868,275 $ 565,630 Net (loss) income: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ (356,049 ) $ (21,028 ) $ (395,043 ) $ (19,362 ) Finished Cosmetic Products 199,668 - 130,503 - Eliminations - - - - Total $ (156,381 ) $ (21,028 ) $ (264,540 ) $ (19,362 ) As of and for the six months ended June 30, 2015, there were no assets, sales or net loss relative to the finished cosmetic products segment. |
Income Taxes | Income Taxes The Company files Corporate Federal and State tax returns, while Innate, which was formed as a limited liability corporation, files a separate tax return with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company’s tax returns for all years since December 31, 2012, remain open to taxing authorities. |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. Common stock equivalents comprising shares underlying 12,700,273 options and warrants for the three and six months ended June 30, 2016 have not been included in the loss per share calculation as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 12,085,000 options and warrants for the three and six months ended June 30, 2015 have not been included in the loss per share calculations as the effects are anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “ Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of the new pronouncement on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. Accordingly, the Company will adopt this standard in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern". This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's consolidated financial condition, results of operations, and cash flows. All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and notes payable approximate fair value for all periods. |
Noncontrolling Interests | Noncontrolling Interests The Company accounts for its less than 100% interest in Immudyne PR in accordance with ASC Topic 810, Consolidation, and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheet and reports the noncontrolling interest’s share of the Immudyne PR net loss attributable to noncontrolling interests in the consolidated statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. One customer in the nutraceutical and cosmetic additives division accounted for 17% and 83% of consolidated sales for each of the three month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 16% and 83% of consolidated sales for the six month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 30% and 43% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 4% and 12% of consolidated sales for each of the three month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 2% and 12% of consolidated sales for the six month periods ended June 30, 2016 and 2015, respectively. This customer accounted for 0% and 24% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of inventory | June 30, December 31, Raw materials $ 56,957 $ 25,761 Finished products 122,298 35,290 $ 179,255 $ 61,051 |
Summary of reportable segments | Total assets: June 30, December 31, Nutraceutical and Cosmetic Additives $ 417,818 $ 412,324 Finished Cosmetic Products 562,717 101,828 Eliminations (114,754 ) (65,681 ) Total $ 865,781 $ 448,471 Total sales: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ 266,060 $ 277,353 $ 551,220 $ 565,630 Finished Cosmetic Products 964,937 - 2,340,055 - Eliminations (3,750 ) - (23,000 ) - Total $ 1,227,247 $ 277,353 $ 2,868,275 $ 565,630 Net (loss) income: Three months ended Six months ended June 30, June 30, June 30, June 30, Nutraceutical and Cosmetic Additives $ (356,049 ) $ (21,028 ) $ (395,043 ) $ (19,362 ) Finished Cosmetic Products 199,668 - 130,503 - Eliminations - - - - Total $ (156,381 ) $ (21,028 ) $ (264,540 ) $ (19,362 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes [Abstract] | |
Schedule of deferred tax asset | Deferred Tax Asset $ 930,000 Valuation allowance (930,000 ) Total $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing model | Significant assumptions : Risk-free interest rate at grant date 1.88 % Expected stock price volatility 248.4 % Expected dividend payout — Expected option life-years 3 Weighted average grant date fair value $ 0.24 Forfeiture rate 0 % |
Summary of outstanding service-based options exercise price | Exercise Price Number of Weighted Average Remaining Contractual Life $0.10 1,680,273 2 years $0.20 - $0.25 8,120,000 6 years $0.40 1,150,000 5 years Total 10,950,273 |
Service-Based Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding service-based options | Number of Options Balance at December 31, 2015 11,025,273 Cancelled (250,000 ) Issued 175,000 Balance at June 30, 2016 10,950,273 |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | Jun. 30, 2016 | Apr. 01, 2016 | Dec. 31, 2015 |
Organization and Going Concern (Textual) | |||
Percentage of ownership of equity interest | 33.33% | ||
Percentage of voting controlling interest | 51.00% | ||
Accumulated deficit | $ (8,848,363) | $ (8,586,338) | |
Immudyne Pr Llc [Member] | |||
Organization and Going Concern (Textual) | |||
Percentage of ownership of equity interest | 78.16667% |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Summary of inventory | ||
Raw materials | $ 56,957 | $ 25,761 |
Finished products | 122,298 | 35,290 |
Inventory, net | $ 179,255 | $ 61,051 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Summary of reportable segments [Line Items] | |||||
Total assets | $ 865,781 | $ 865,781 | $ 448,471 | ||
Total sales | 1,227,247 | $ 277,353 | 2,868,275 | $ 565,630 | |
Net (loss) income | (199,976) | (21,028) | (262,025) | (19,362) | |
Nutraceutical and cosmetic [Member] | |||||
Summary of reportable segments [Line Items] | |||||
Total assets | 417,818 | 417,818 | 412,324 | ||
Total sales | 266,060 | 277,353 | 551,220 | 565,630 | |
Net (loss) income | (356,049) | (21,028) | (395,043) | (19,362) | |
Finished Cosmetic Products [Member] | |||||
Summary of reportable segments [Line Items] | |||||
Total assets | 562,717 | 562,717 | 101,828 | ||
Total sales | 964,937 | 2,340,055 | |||
Net (loss) income | 199,668 | 130,503 | |||
Elimination [Member] | |||||
Summary of reportable segments [Line Items] | |||||
Total assets | (114,754) | (114,754) | $ (65,681) | ||
Total sales | (3,750) | (23,000) | |||
Net (loss) income |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |||||
Non controlling interest rate | 21.833% | ||||
Inventory reserve | $ 20,000 | $ 20,000 | $ 20,000 | ||
Customer discounts, returns and rebates | 620,000 | 1,050,000 | |||
Revenue | 1,227,247 | $ 277,353 | 2,868,275 | $ 565,630 | |
Accounts receivable reserve | 87,000 | 87,000 | $ 18,000 | ||
Nutraceutical and cosmetic [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Revenue | 266,060 | 277,353 | 551,220 | 565,630 | |
Finished Cosmetic Products [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Revenue | $ 964,937 | $ 2,340,055 | |||
Sales [Member] | One Customer [Member] | Nutraceutical and cosmetic [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk percentage | 17.00% | 83.00% | 16.00% | 83.00% | |
Sales [Member] | Second Customer [Member] | Nutraceutical and cosmetic [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk percentage | 4.00% | 12.00% | 2.00% | 12.00% | |
Accounts Receivable [Member] | One Customer [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk percentage | 30.00% | 43.00% | |||
Accounts Receivable [Member] | One Customer [Member] | Nutraceutical and cosmetic [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Non controlling interest rate | 17.00% | 83.00% | |||
Accounts Receivable [Member] | Second Customer [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Concentration risk percentage | 0.00% | 24.00% | |||
Accounts Receivable [Member] | Second Customer [Member] | Nutraceutical and cosmetic [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Non controlling interest rate | 4.00% | 12.00% | |||
Option [Member] | Warrant [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Antidilutive securities excluded from computation of earnings per share | 12,700,273 | 12,085,000 | 12,700,273 | 12,085,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Notes Payable (Textual) | |||||
Borrowed from commercial lender | $ 100,000 | ||||
Interest rate on notes payable | 11.00% | ||||
Interest expense on notes payable | $ 2,750 | $ 8,036 | $ 5,500 | $ 18,342 | |
Maturity date on notes payable | Nov. 1, 2016 | ||||
Interest expense | 2,750 | 8,158 | 5,813 | 18,626 | |
Officers, Directors and Other [Member] | |||||
Notes Payable (Textual) | |||||
Interest expense on notes payable | $ 0 | $ 122 | $ 313 | $ 248 |
Income Taxes (Details)
Income Taxes (Details) | Jun. 30, 2016USD ($) |
Schedule of deferred tax assets | |
Deferred Tax Asset | $ 930,000 |
Valuation allowance | (930,000) |
Total |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 2,730,000 | |
Operating loss carryforwards, expiration date | Dec. 31, 2035 | |
Percentage of tax rate | 34.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Service-Based Stock Options [Member] - shares | 1 Months Ended | 6 Months Ended |
May 31, 2016 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 11,025,273 | |
Number of Options, Cancelled | (250,000) | |
Number of Options, Issued | 175,000 | |
Number of Options, Ending balance | 10,950,273 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Risk-free interest rate at grant date | 1.88% |
Expected stock price volatility | 284.40% |
Expected dividend payout | |
Expected option life-years | 3 years |
Weighted average grant date fair value | $ 0.24 |
Forfeiture rate | 0.00% |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | ||
Summary of outstanding service-based options | ||
Number of Options | 10,950,273 | 11,025,273 |
$0.10 [Member] | ||
Summary of outstanding service-based options | ||
Exercise Price | $ 0.10 | |
Number of Options | 1,680,273 | |
Weighted Average Remaining Contractual Life | 2 years | |
$0.20 - $0.25 [Member] | ||
Summary of outstanding service-based options | ||
Number of Options | 8,120,000 | |
Weighted Average Remaining Contractual Life | 6 years | |
$0.20 - $0.25 [Member] | Minimum [Member] | ||
Summary of outstanding service-based options | ||
Exercise Price | $ 0.20 | |
$0.20 - $0.25 [Member] | Maximum [Member] | ||
Summary of outstanding service-based options | ||
Exercise Price | 0.25 | |
$0.40 [Member] | ||
Summary of outstanding service-based options | ||
Exercise Price | $ 0.40 | |
Number of Options | 1,150,000 | |
Weighted Average Remaining Contractual Life | 5 years |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Apr. 01, 2016shares | May 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Consultants$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015shares |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Common stock issued for services as per agreement | $ 230,000 | ||||||
Stock based compensation expense | $ 230,000 | 230,000 | |||||
Intrinsic value of options exercisable | 747,294 | 747,294 | |||||
Intrinsic value of options outstanding | 747,294 | 747,294 | |||||
Stock based compensation | 118,562 | $ 4,000 | |||||
Unearned share based compensation | 116,600 | $ 116,600 | |||||
Number of consultant | Consultants | 2 | ||||||
Two consultants [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Common stock issued for services as per agreement, shares | shares | 2,300,000 | ||||||
Performance Based Stock Options [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Stock based compensation expense | 309,695 | $ 2,000 | $ 348,562 | $ 4,000 | |||
Number of stock options issued | shares | 4,530,000 | ||||||
Stock based compensation | 38,867 | $ 77,733 | |||||
Unearned share based compensation | 57,834 | 57,834 | |||||
Fair value of performance-based stock options | $ 135,567 | ||||||
Performance Based Stock Options [Member] | Minimum [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Stock options, Expiration date | Dec. 31, 2021 | ||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.40 | ||||||
Performance Based Stock Options [Member] | Maximum [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Stock options, Expiration date | Dec. 31, 2025 | ||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.80 | ||||||
Annual sales revenue target | $ 10,000,000 | ||||||
Service-Based Stock Options [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Number of stock options issued | shares | 175,000 | ||||||
Stock option issued, value | $ 40,829 | ||||||
Stock options, Expiration period | 10 years | ||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.20 | ||||||
Stock based compensation | $ 40,829 | $ 40,829 | |||||
Warrant [Member] | |||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||||
Warrants outstanding | shares | 1,750,000 | 1,750,000 | 1,750,000 | ||||
Warrant exercisable | shares | 1,750,000 | 1,750,000 | 1,750,000 | ||||
Weighted average exercise price of warrants outstanding | $ / shares | $ 0.16 | $ 0.16 | |||||
Warrant expiration date, description | Warrants expire during November 2016 and December 2017. |
Royalties (Details)
Royalties (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Royalties (Textual) | |||||
Royalty based upon sales amount | $ 227,175 | ||||
Percentage of royalty based upon sales | 8.00% | ||||
Royalty expense | $ 0 | $ 1,157 | $ 0 | $ 20,157 | |
Accounts payable and accrued expenses | $ 56,579 | $ 56,579 | $ 56,579 | ||
President [Member] | |||||
Royalties (Textual) | |||||
Interest in royalty | 60.00% | ||||
Royalties payable | $ 84,868 | ||||
Common stock shares issued | 499,225 | ||||
Stock price per share | $ 0.17 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 01, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Commitments and Contingencies (Textual) | |||||
Lease expiration date | May 31, 2016 | ||||
Monthly lease rental payments | $ 9,000 | ||||
Operating leases, rent expense | $ 27,284 | $ 14,468 | 43,900 | $ 34,929 | |
Salaries, wages and officers compensation | $ 145,000 | ||||
Stock option exercise price lower range limit | $ 0.40 | ||||
Stock option exercise price upper range limit | $ 0.80 | ||||
Stock issued during period performance based options to purchase common stock | 4,530,000 | 4,530,000 | |||
Percentage of bonus compensation for pretax income | 15.00% | ||||
Restricted Stock and Options [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Consultant agreements Description | The Company has entered into two agreements on April 1, 2016 with two consultants of Immudyne PR for business development, marketing and sales related services (the “Consultant Agreements”). Upon signing, each consultant was issued 1,000,000 restricted shares of Immudyne, Inc. common stock. In addition, each consultant shall receive an additional 150,000 restricted shares of Immudyne, Inc. common stock for each $500,000 distributed by Immudyne PR to the Company. For each consultants the amount of shares to be issued by the Company to the consultants shall be capped at 1,500,000 restricted shares when Immudyne PR has transferred $5,000,000 to the Company, for a combined capped total of 3,000,000 restricted shares. In addition, the Consulting Agreements provided that each consultant shall receive a bonus of an additional 750,000 restricted shares of Immudyne Inc. common stock, plus an option to buy 1,000,000 shares of Immudyne, Inc. common stock at $0.20/share (including a cashless exercise feature) when Immudyne PR has transferred to the Company at each of the following three (3) thresholds: $1,250,000, $2,000,000 and $3,000,000 for a total of 2,250,000 of restricted shares of Immudyne, Inc. common stock and options to purchase up to 3,000,000 shares of Immudyne, Inc. common stock at $0.20/share. As of June 30, 2016, no bonus shares have been issued and no options have been granted under this agreement. | ||||
Restricted shares issued | 1,000,000 | 2,300,000 | |||
Additional bonus shares | 750,000 | ||||
Option to buy shares | 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Related Party Transactions (Textual) | ||
Compensation for legal services provided by director | $ 3,000 | $ 9,000 |
Reimbursement of home office expenditures received by director | $ 6,000 | $ 14,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 01, 2016 | Jun. 30, 2016 |
Subsequent Events (Textual) | ||
Exercisable sales revenue | $ 747,294 | |
Performance Based Stock Options [Member] | ||
Subsequent Events (Textual) | ||
Number of Options, Issued | 4,530,000 | |
Performance Based Stock Options [Member] | Minimum [Member] | ||
Subsequent Events (Textual) | ||
Exercise price, Granted | $ 0.40 | |
Performance Based Stock Options [Member] | Maximum [Member] | ||
Subsequent Events (Textual) | ||
Exercise price, Granted | $ 0.80 | |
Subsequent Event [Member] | Performance Based Stock Options [Member] | ||
Subsequent Events (Textual) | ||
Number of Options, Issued | 150,000 | |
Expire term | 10 years | |
Subsequent Event [Member] | Performance Based Stock Options [Member] | Minimum [Member] | ||
Subsequent Events (Textual) | ||
Exercise price, Granted | $ 0.40 | |
Exercisable sales revenue | $ 5,000,000 | |
Subsequent Event [Member] | Performance Based Stock Options [Member] | Maximum [Member] | ||
Subsequent Events (Textual) | ||
Exercise price, Granted | $ 0.80 | |
Exercisable sales revenue | $ 10,000,000 | |
Subsequent Event [Member] | Service agreements [Member] | ||
Subsequent Events (Textual) | ||
Number of Options, Issued | 50,000 | |
Exercise price, Granted | $ 0.20 | |
Expire term | 10 years |