Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | May 16, 2017 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 5,290,842 | ||
Entity Common Stock, Shares Outstanding | 38,406,601 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 182,561 | $ 232,984 |
Trade accounts receivable, net | 444,743 | 154,436 |
Other receivables | 2,250 | |
Inventory, net | 160,270 | 61,051 |
Total Current Assets | 789,824 | 448,471 |
Current Liabilities | ||
Accounts payable and accrued expenses | 752,930 | 167,481 |
Derivative liabilities | 192,254 | |
Convertible notes payable | 100,000 | |
Notes payable, net of discount | 106,365 | 100,000 |
Total Current Liabilities | 1,151,549 | 267,481 |
Immudyne, Inc. Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value; 50,000,000 shares authorized, 35,570,157 and 32,010,375 shares issued, 35,245,157 and 32,010,375 outstanding as of December 31, 2016 and 2015, respectively | 355,701 | 320,103 |
Additional paid-in capital | 9,070,064 | 8,366,313 |
Accumulated (deficit) | (9,693,882) | (8,586,338) |
Equity | (268,117) | 100,078 |
Treasury stock, 325,000 shares, at cost | (87,053) | |
Total Immudyne, Inc. Stockholders' Equity (Deficit) | (355,170) | 100,078 |
Non-controlling interest | (6,555) | 80,912 |
Total Stockholders' Equity (Deficit) | (361,725) | 180,990 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 789,824 | $ 448,471 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 35,570,157 | 32,010,375 |
Common stock, shares outstanding | 35,245,157 | 32,010,375 |
Treasury stock, common, shares | 325,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 5,238,604 | $ 1,218,862 |
Cost of sales | 1,946,055 | 247,772 |
Gross Profit | 3,292,549 | 971,090 |
Operating expenses | ||
Compensation and related expenses | 1,247,195 | 532,421 |
Professional fees | 477,401 | 114,890 |
Marketing expenses | 1,710,357 | 230,661 |
Research and development expenses | 23,925 | |
General and administrative expenses | 1,032,278 | 331,410 |
Total operating expenses | 4,467,231 | 1,233,307 |
Operating (Loss) | (1,174,682) | (262,217) |
Gain on sale of Adiuvo Investment S.A. stock | 127,261 | |
Interest (expense) | (48,611) | (37,476) |
Net Income (Loss) Before Taxes | (1,223,293) | (172,432) |
Deferred income tax benefit | 13,200 | |
Net (Loss) | (1,223,293) | (159,232) |
Net (loss) attributable to noncontrolling interests | (115,749) | (97,240) |
Net (loss) attributable to Immudyne, Inc. | $ (1,107,544) | $ (61,992) |
Basic and diluted (loss) per share attributable to Immudyne, Inc. | $ (0.03) | $ 0 |
Average number of common shares outstanding | ||
Basic | 33,478,229 | 30,810,000 |
Diluted | 33,478,229 | 30,810,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Treasury Stock | Sub Total | Noncontrolling interest |
Balance at Dec. 31, 2014 | $ (139,498) | $ 307,299 | $ 8,077,549 | $ (8,524,346) | $ (139,498) | ||
Balance, (in shares) at Dec. 31, 2014 | 30,729,973 | ||||||
Amortization of stock options | 22,300 | 22,300 | 22,300 | ||||
Purchase of company stock | (10,800) | $ (1,200) | (9,600) | (10,800) | |||
Purchase of company stock, shares | (120,000) | ||||||
Issuance of company stock for notes and other payables | 170,068 | $ 10,004 | 160,064 | 170,068 | |||
Issuance of company stock for notes and other payables, shares | 1,000,402 | ||||||
Issuance of common stock for services | 65,000 | $ 5,000 | 60,000 | 65,000 | |||
Issuance of common stock for services, shares | 500,000 | ||||||
Company stock cancelled | $ (1,000) | 1,000 | |||||
Company stock cancelled, shares | (100,000) | ||||||
Extension of option and warrant expiration dates | 55,000 | 55,000 | 55,000 | ||||
Issuance of warrants for services | |||||||
Investment in subsidiary by noncontrolling interest | 178,152 | 178,152 | |||||
Net (Loss) | (159,232) | (61,992) | (61,992) | (97,240) | |||
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 | 120,867 | 120,867 | 120,867 | ||||
Issuance of common stock for services | 383,333 | $ 23,000 | 360,333 | 383,333 | |||
Issuance of common stock for services, shares | 2,300,000 | ||||||
Sale of common stock and warrants | 63,250 | $ 2,750 | 60,500 | 63,250 | |||
Sale of common stock and warrants, shares | 275,000 | ||||||
Conversion of NCI equity for shares, value | 100,000 | $ 4,348 | 95,652 | 100,000 | |||
Conversion of NCI equity for shares | 434,782 | ||||||
Issuance of common stock for options exercise | 30,000 | $ 3,000 | 27,000 | 30,000 | |||
Issuance of common stock for options exercise, shares | 300,000 | ||||||
Issued of common stock, value | 58,750 | $ 2,500 | 56,250 | 58,750 | |||
Issuance of common stock in relation to debt offering, shares | 250,000 | ||||||
Issuance of warrants for services | 20,585 | 20,585 | 20,585 | ||||
Reduction in noncontrolling interest | 91,612 | 91,612 | (91,612) | ||||
Purchase of treasury stock | (87,053) | (87,053) | (87,053) | ||||
Issuance of stock options for services | 63,206 | 63,206 | 63,206 | ||||
Investment in subsidiary by noncontrolling interest | 119,894 | 119,894 | |||||
Reclassification of options, warrants and other contracts from equity to derivative liabilities | (192,254) | (192,254) | (192,254) | ||||
Net (Loss) | (1,223,293) | (1,107,544) | (1,107,544) | (115,749) | |||
Balance at Dec. 31, 2016 | $ (361,725) | $ 355,701 | $ 9,070,064 | $ (9,693,882) | $ (87,053) | $ (355,170) | $ (6,555) |
Balance (in shares) at Dec. 31, 2016 | 35,570,157 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) | $ (1,223,293) | $ (159,232) |
Adjustments to reconcile net (loss) to net cash (used) by operating activities | ||
Depreciation | 43,748 | |
Bad debt provision | 71,136 | |
Amortization of debt discount | 33,715 | |
Deferred tax benefit | (13,200) | |
Stock compensation expense | 587,991 | 77,300 |
Common stock issued for services | 65,000 | |
Gain on sale of Adiuvo Investment S.A. stock | (127,261) | |
Changes in Assets and Liabilities | ||
Trade accounts receivable | (361,443) | (139,466) |
Other receivables | (2,250) | |
Inventory | (99,219) | (20,043) |
Accounts payable and accrued expenses | 585,449 | (21,970) |
Net cash (used) by operating activities | (407,914) | (295,124) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of Adiuvo Investment S.A. stock | 127,261 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Investment in subsidiary by noncontrolling interest | 219,894 | 178,152 |
Increase in notes payable | 200,000 | 305,000 |
Proceeds from convertible note payable | 100,000 | |
Repayment of notes payable | (168,600) | (147,000) |
Proceeds from options exercise | 30,000 | |
Sale of common stock and warrants | 63,250 | |
Purchase of treasury stock | (87,053) | (10,800) |
Net cash provided by financing activities | 357,491 | 325,352 |
Net (decrease) increase in cash | (50,423) | 157,489 |
Cash at beginning of the year | 232,984 | 75,495 |
Cash at end of the year | 182,561 | 232,984 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest | 13,650 | 28,976 |
Issuance of company stock for notes and other payables | 170,068 | |
Issuance of common stock in relation to debt offering | 58,750 | |
Reclassification of options, warrants and other contracts from equity to derivative liabilities | 192,254 | |
Conversion of equity invested in subsidiary to common stock and warrants | $ 100,000 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 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 increasing its ownership to 78.16667% resulting in a charge to noncontrolling interest and additional paid-in-capital of $91,612. 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 December 31, 2016, the Company has an accumulated deficit approximating $9.7 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 December 31, 2016, and projected cash needs for 2017, management estimates that it may need to increase sales revenue and/or raise additional capital to cover operating and capital requirements for the 2017 year. Management may raise 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 | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Immudyne PR and variable interest entities (VIE’s) in which the Company has been determined to be the primary beneficiary. The non- controlling interest in Immudyne PR represents the 21.833% equity interest held by other members of the joint venture. All significant consolidated transactions and balances have been eliminated in consolidation. Variable Interest Entities The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (each, a “VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances. As of December 31, 2016 and 2015, the Company consolidated nine and zero VIEs, respectively. Immudyne PR as the primary beneficiary of Ace Account Management LLC, Innerwell Skincare LLC, MCD Merchants LLC, One Equity Research LLC, Inate Gems LLC, Retriever Health Products LLC, Spurs 5, LLC, Salus LLC and Huntley LLC which are qualified as VIEs. The assets and liabilities and revenues and expenses of these VIEs included in the financial statements of Immudyne PR and further included in the consolidated financial statements. As of December 31, 2016, the VIEs had assets of $10,306, liabilities of $5,748, revenues of $6,271, and operating expenses of $6,141. The assets and liabilities include balances due from and due to the subsidiaries of Immudyne PR. These inter-company receivables and payables are eliminated upon consolidation of the VIE with Immudyne PR and Immudyne. No assets were pledged or given as collateral against any borrowings. The Company utilizes third party entities to provide and increase credit card processing capacity and optimize corresponding rates and fees. A majority of these entities provide this service as independent contractors in exchange for a one (1%) percent fee of the net revenues processed and collected by such contractors from sales initiated by the Company. The VIEs consolidated in the Company’s financial statements are primarily contracted to credit card processing through one or more merchant banks contracted by each VIE. Upon receipt of funds by each VIE, the collection of receipts less any returns, chargeback and other fees charged by such merchant bank is transferred to Immudyne PR. Use of Estimates Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. As of December 31, 2016, certain of the Company’s stock options, stock warrants and convertible debt instruments were accounted for as derivative liabilities due to insufficient authorized shares of common stock to settle outstanding contracts. At December 31, 2016, the Company estimated the fair value of these stock options, stock warrants and embedded conversion features using the Black-Scholes option pricing model (“Black-Scholes”) in the amount of $192,254 was recorded upon issue Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of authorized but unissued shares, and all future instruments being classified as a derivative liability, with the exception of instruments related to share-based compensation issued to employees or directors. Inventory At December 31, 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 Pennsylvania 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 December 31, 2016 and December 31, 2015, the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: December 31, December 31, Raw materials $ 38,460 $ 25,761 Finished products 121,810 35,290 $ 160,270 $ 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, but in limited cases if title does not pass until the product reaches the customer’s delivery site, then recognition of revenue is deferred until that time. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. 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 $1,926,000 in the year ended December 31, 2016. Customer discounts, returns and rebates were not significant in the year ended December 31, 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 year ended December 31, 2016 consisted of nutraceutical and cosmetic additives ($997,964) and finished cosmetic products ($4,240,640). Revenue for the year ended December 31, 2015 consists of nutraceutical and cosmetic additives ($1,079,289) and finished cosmetic products ($139,573). 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 December 31, 2016 and 2015 the accounts receivable reserve was approximately $37,800 and $18,000, respectively. As of December 31, 2016, the reserve for sales returns and allowances was approximately $50,500. No sales returns and allowances reserve existed at December 31, 2015. 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. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses). A summary of the company’s reportable segments is as follows: Total assets: December 31, 2016 December 31, 2015 Nutraceutical and Cosmetic Additives $ 556,234 $ 412,324 Finished Cosmetic Products 422,288 101,828 Eliminations (188,698 ) (65,681 ) Total $ 789,824 $ 448,471 Year ended December 31, 2016 December 31, 2015 Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,024,264 $ 1,092,289 Finished Cosmetic Products 4,240,640 139,573 Eliminations (26,300 ) (13,000 ) Total $ 5,238,604 $ 1,218,862 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 164,286 $ 110,467 Finished Cosmetic Products (388,121 ) (158,402 ) Other unallocated amounts: Corporate expenses (950,847 ) (214,282 ) Other income (expense) – net (48,611 ) 89,785 Consolidated income (loss) from operations $ (1,223,293 ) $ (172,432 ) Income Taxes The Company files Corporate Federal and State tax returns, while Immudyne PR, 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, 2013, 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 16,302,447 options and warrants for the year ended December 31, 2016 have not been included in the loss per share calculation as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 12,775,273 options and warrants for the year ended December 31, 2015 have not been included in the loss per share calculations as the effects are anti-dilutive. Recent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15. 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,” which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification flows of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of ASU 2016-09 on its consolidated financial statements. The adoption of ASU No. 2016-09 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures. 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 adoption of ASU No. 2015-11 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures. 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 ending 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. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) : Scope of Modification Accounting. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017 but early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. 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, accounts payable and accrued expenses and the face amount of 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. Consolidation of Variable Interest Entities In accordance with ASC 810-10-25-37 and as amended by ASU 2009-17, the Company determines whether any legal entity in which the Company becomes involved is a VIE and subject to consolidation. The Company conducts an assessment on an ongoing basis for each VIE including (1) the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the Company determined that nine (9) entities were VIEs and subject to consolidation. 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 15% and 73% of consolidated sales for the years ended December 31, 2016 and 2015, respectively. This customer accounted for 11% and 43% of accounts receivable at December 31, 2016 and December 31, 2015, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 2% and 12% of consolidated sales for years ended December 31, 2016 and 2015, respectively. This customer accounted for 8% and 24% of accounts receivable at December 31, 2016 and December 31, 2015, respectively. In the finished cosmetic products division, two credit card processors accounted for 34.9% and 31.6% of accounts receivable at December 31, 2016. There were no significant concentrations of accounts receivable in the finished cosmetic products division at December 31, 2015 |
Furnishings and Equipment
Furnishings and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Furnishings and Equipment [Abstract] | |
Furnishings and Equipment | 3. Furnishings and Equipment Furnishings and equipment consisted of the following: December 31 2016 2015 Furnishings and equipment, at cost $ 679,291 $ 679,291 Accumulated depreciation 679,291 679,291 $ - $ - Depreciation expense amounted to $0 and $43,748 for years ended December 31, 2016 and 2015, respectively. |
Investment in Adiuvo Investment
Investment in Adiuvo Investment S.A. | 12 Months Ended |
Dec. 31, 2016 | |
Investment in Adiuvo Investment S.A. [Abstract] | |
Investment in Adiuvo Investment S.A. | 4. Investment in Adiuvo Investment S.A. In December 2013, the Company entered into a memorandum of understanding (MOU) with Adiuvo Investment S.A. (AI), an investment company located in Poland, whereby AI paid the Company $100,000 for the option, which expired in September 2014, to purchase up to 10% of the outstanding stock in the Company at $0.25 per share. In January 2014, the Company invested $100,000 in AI in exchange for a minority interest of less than 1% in AI, and an option to acquire additional shares of AI up to an aggregate consideration of $1,500,000. Further, AI granted the Company the right to participate in any subsequent public offerings of AI and the option to buy up to 10% of AI. During 2015 AI shares commenced trading on the Warsaw exchange in Poland, and the Company sold its entire investment, receiving $127,261, net of transaction costs. Due to the investment’s limited liquidity and uncertain valuation prior to its sale, the Company accounted for its interest in AI at no value. The proceeds of the Company’s sale of AI stock, $127,261, are recorded as gain on sale of Adiuvo Investment S.A. stock in the accompanying statement of operations for the year ended December 31, 2015. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | 5. Notes Payable Notes payable are due to officers, directors, and shareholders and a commercial lender and are summarized as follows: Officers, Directors, and Shareholders Commercial Lenders Total Balance at December 31, 2014 $ 27,200 $ - $ 27,200 Borrowing 105,000 200,000 305,000 Repayment (47,000 ) (100,000 ) (147,000 ) Conversion to common stock (85,200 ) - (85,200 ) Balance at December 31, 2015 $ - $ 100,000 $ 100,000 Borrowing $ 300,000 $ - $ 300,000 Repayment (68,600 ) (100,000 ) (168,600 ) Debt discount (25,035 ) - (25,035 ) Balance at December 31, 2016 $ 206,365 $ (100,000 ) $ 106,365 The Company periodically borrows from officers, directors, other related individuals, and from commercial lenders. During 2015 two shareholders, with notes totaling $85,200, converted the notes to Company stock at $0.17 per share. In January 2015, the Company borrowed $100,000 from a commercial lender. The loan required payment of principal and interest in 252 daily payments of $492 each commencing January 12, 2015. In December 2015, the Company repaid the remaining outstanding principal balance. Interest for the year ended December 31, 2015 amounted to $25,425. In November 2015, the Company borrowed $100,000 from a commercial lender. The loan incurred interest at 11% and with a maturity date of November 1, 2016. In October 2016, the Company repaid the entire principal balance. Interest expense related to this loan for the years ended December 31, 2016 and 2015 amounted to $9,479 and $1,543, respectively. In the third quarter of 2016 the Company commenced an offering pursuant to which it offered 11% subordinated promissory notes in fifty thousand ($50,000) dollar increments combined with 62,500 shares of the Company’s Common Stock for a maximum offering amount of $200,000 (the “Offering”). In August and September 2016, the Company sold promissory notes totaling $150,000 to three unrelated individuals. Two of the promissory notes totaling $100,000 are payable in February 2017 and one promissory note for $50,000 is payable in March 2017. In October 2016, the Company sold promissory notes totaling $50,000 to two unrelated individuals. These promissory notes are payable in October 2017. In connection with these promissory notes sold, pursuant to the Offering, the Company issued 250,000 shares of common stock valued at $58,750 which was recorded as a debt discount and will be amortized over the term of these notes. Amortization of the debt discounts for the year ended December 31, 2016 was $33,715. During 2016, the Company repaid $68,600 of the principle balance; and as a result, the outstanding balances of these notes as of December 31, 2016, were $131,400. The balance of debt discount related to the subordinated promissory notes is $25,035 at December 31, 2016. Interest expense related to these notes for the year ended December 31, 2016 amounted to $5,416. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes The Company incurred a loss for the year ended December 31, 2016 and accordingly, no provision for federal income tax has been made in the accompanying financial statements. At December 31, 2016, the Company had available net operating loss carryforwards of approximately $3,953,000, expiring during various years through 2036. A summary of the deferred tax asset using an approximate 34% tax rate is as follows: December 31 2016 2015 Net operating loss $ 1,344,000 $ 930,000 Accounts receivable reserves 30,000 - Inventory reserves 7,000 - Stock compensation 200,000 - Net deferred tax asset 1,581,000 - Valuation allowance (1,581,000 ) (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 2015 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 | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity In May 2015, the Company purchased and retired 120,000 shares of outstanding Company common stock from an investor for $10,800. In July 2015, the Company granted 300,000 options valued at $7,500 to a shareholder in conjunction with the issuance of a $75,000 note payable. The options are fully vested and expire in three years. In December 2015, the Company satisfied the $75,000 note payable through the issuance of 441,177 shares of Company common stock. In December 2015, the Company satisfied $10,200 of notes payable to a director through the issuance of 60,000 shares of Company common stock. The Company issued 40,800 options valued at $1,000 to the director in conjunction with this transaction. The options are fully vested and expire in three years. In December 2015, the Company satisfied $84,868 of royalties payable to the Company’s President through the issuance of 499,225 shares of Company common stock (see note 8). In conjunction with this transaction, the Company issued 339,473 options valued at $13,000 to the President of the Company at an exercise price of $0.10 per share. The options are fully vested and expire in 3 years. 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 calculated a fair value of $690,000 based on the market price of the shares on the date of the agreements. During the third quarter of 2016, the Company and the consultants renegotiated the agreements by extending the service requirement to December 31, 2017. For the year ended December 31, 2016, the Company has recognized expense of $383,333 in connection with these agreements. On September 1, 2016, the Company issued 200,000 shares of common stock for $46,000. In connection with this issuance the Company issued 100,000 warrants with an exercise price of $0.50 per share. These warrants are fully vested and expire in two years. In August 2016, the Company issued 125,000 shares of common stock pursuant to sale of two promissory notes in the Offering. In September 2016, the Company issued 62,500 shares of common stock pursuant to the sale of one promissory note in the Offering. In October 2016, the Company issued 62,500 shares of common stock pursuant to the sale of two promissory notes in the Offering. In November 2016, the Company issued 434,782 shares of common stock pursuant to a conversion of an equity contribution into Immudyne PR by the noncontrolling interest. In connection with this issuance the Company issued 217,391 warrants with an exercise price of $0.40 per share. These warrants are fully vested and expire in two years. In December 2016, the Company received proceeds of $30,000 from exercises of options at $0.10 per share. The Company issued 300,000 shares of common stock pursuant to these exercises. On December 23, 2016, the Company issued 75,000 shares of common stock for $17,250. In connection with this issuance the Company issued 37,500 warrants with an exercise price of $0.50 per share. These warrants are fully vested and expire in two years. During 2016, the Company purchased 325,000 shares of outstanding Company common stock through an exchange for a price per share of $0.23 to $0.29. As of the December 31, 2016, these shares being held by the Company valued at cost is $87,053 and are included in treasury stock in the consolidated balance sheet. Additional Paid-In Capital Noncontrolling Interest On April 1, 2016, the Company increased its ownership in Immudyne PR from to 78.16667% decreasing the minority interest from 66.7% to 21.83% resulting in a charge to noncontrolling interest and additional paid-in-capital of $91,612. In 2016, the net change in loans, contributions and distributions by other members of Immudyne PR resulted an increase in noncontrolling interests of $119,894. For the years ended December 31, 2016 and 2015, the net income (loss) of Immudyne PR attributed the Company amounted to $(115,749) and $(97,240), respectively. Service-Based Stock Options In October 2015 the Company issued 110,000 service-based options valued at $2,800 to two consultants at exercise prices of $0.20 per share. The options are fully vested and expire in 10 years. In November 2015 the Company cancelled 100,000 shares of company common stock and 200,000 fully vested service-based options issued to two consultants. In November 2015 the Company issued 500,000 shares of common stock valued at $65,000 to a consultant. Also in 2015, the Company extended the expiration date of 500,000 options held by a director one year from 2015 to 2016 and 1,500,000 warrants held by the Company’s President two years from 2015 to 2017. The fair value of these modifications amounted to $55,000. 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. In July 2016, the Company issued 50,000 service-based options valued at $12,397 to a consultant with an exercise price of $0.20 per share. The options are fully vested and expire in 10 years. In November 2016, the Company issued 50,000 service-based options valued at $9,980 to a consultant with an exercise price of $0.50 per share. The options are fully vested and expire in 2 years. Accordingly, stock based compensation for the years ended December 31, 2016 and 2015 included $63,206 and $22,300, respectively, related to such service-based stock options. A Summary of the outstanding service-based options are as follows: Number of Balance at December 31, 2014 10,435,000 Cancelled (200,000 ) Issued 790,273 Balance at December 31, 2015 11,025,273 Exercised 300,000 Expired 50,000 Cancelled (250,000 ) Issued 275,000 Balance at December 31, 2016 10,700,273 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 December 31, 2016 and 2015 amounted to $704,794 and $33,605, respectively. The intrinsic value of options exercised during the year ending December 31, 2016 was $54,000. 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 0.71% - 1.88 % Expected stock price volatility 217.4% - 248.4 % Expected dividend payout — Expected option life-years 2 to 3 years Weighted average grant date fair value $ 0.22 Forfeiture rate 0 % The following is a summary of outstanding service-based options at December 31, 2016: Exercise Price Number of Weighted Average Remaining Contractual Life $0.10 1,380,273 1 year $0.20 - $0.25 8,120,000 5 years $0.40 - $0.50 1,200,000 5 years Total 10,700,273 Performance-Based Stock Options The Company had granted performance-based options to purchase 4,400,000 shares of common stock at exercise prices of $0.40 to $0.80. The options expire at various dates between 2021 and 2026 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 $169,035 to be expensed over the implicit service period commencing once management believes the performance criteria will be met. In October 2016, the Company cancelled 287,500 of these service-based options valued at $17,999 to two consultants. The fair value of these performance-based options as of year ended December 31, 2016 aggregated $151,036. The performance criteria for options exercisable upon the Company achieving annual sales revenue of $5,000,000, with a fair value amounting to $120,867, was met during the year ended December 31, 2016. Accordingly, stock based compensation expense for the year ended December 31, 2016 includes $120,867 related to such options. At December 31, 2016, the unearned compensation for all the performance based options is $30,169. Warrants The following is a summary of outstanding and exercisable warrants: Number of Shares Weighted Average Exercise Price Year of Balance at December 31, 2014 3,772,720 0.29 2015 - 2016 Expired (2,022,720 ) 0.40 2015 Balance at December 31, 2015 1,750,000 0.16 2016 - 2017 Issued 454,891 0.42 2018 - 2019 Expired (250,000 ) 0.40 2016 Balance at December 31, 2016 1,954,981 0.19 2017 - 2019 In September 2016, the Company issued 100,000 warrants with an exercise price of $0.50 per share, in relation to a sale of common stock. These warrants are fully vested and expire in two years. In September 2016, the Company issued 100,000 warrants with exercise prices between $0.20 and $0.50 per share, for consulting services. These warrants are fully vested and expire in three years. The fair value of these warrants are $20,585 and is included in compensation and related expenses in the accompanying statement of operations. In December 2016, the Company issued 37,500 warrants with an exercise price of $0.50 per share, in relation to a sale of common stock. These warrants are fully vested and expire in two years. In December 2016, the Company issued 217,391 warrants with an exercise price of $0.40 per share, in relation to an issuance of common stock. These warrants are fully vested and expire in two years. Warrants outstanding and exercisable amounted to 1,954,891 and 1,750,000 at December 31, 2016 and 2015, respectively. The weighted average exercise price of warrants outstanding at December 31, 2016 is $0.19. The warrants expire at various time between December 2017 and September 2019. The fair value of options and warrants granted (or extended) during the years ended December 31, 2016 and 2015, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2016 2015 Expected volatility 203 % 50 % Risk free interest rate .88 % 2 % Expected dividend yield - - Expected option term (in years) 2 - 3 1 - 5 Weighted average grant date fair value $ 0.20 $ 0.03 Under ASC 815-40-05, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock, in the event the Company does not have a sufficient number of authorized and unissued shares of common stock to satisfy obligations for stock options, warrants and other instruments potentially convertible into common stock, the fair value of these instruments should be reported as a liability. Pursuant to the outstanding option, warrant and convertible debt agreements, there is currently no effective registration statement covering the shares of common stock underlying these agreements, which are currently subject to a cashless exercise whereby the holders, at their option, may surrender their options and warrants to the company in exchange for shares of common stock. The number of shares of common stock into which an option or a warrant would be exchangeable in such a cashless exercise depends on both the exercise price of the options or warrant and the market price of the common stock, each at or near the time of exercise. Because both of these factors are variable, it is possible that we could have insufficient authorized shares to satisfy a cashless exercise. In this scenario, if we were unable to obtain shareholder approval to increase the number of authorized shares, we could be obligated to settle such a cashless exercise with cash rather than by issuing shares of common stock. Further, ASC 815-40-05 requires that we record the potential settlement obligation at each reporting date using the current estimated fair value of these contracts s, with any changes in fair value being recorded through our statement of operations. We will continue to report the potential settlement obligation as a liability until such time as these contracts are exercised or expire or we are otherwise able to modify the warrant agreement to remove the provisions which require this treatment. Stock Based Compensation The total stock based compensation expense related Service-Based Stock Options, Performance-Based Stock Options and Warrants issued for service amounted to $587,991 and $142,300 for the years ended December 31, 2016 and 2015, respectively. Such amounts are included in compensation and related expenses ($587,991 in 2016 and $133,800 in 2015) and interest expense ($8,500 in 2015). |
Royalties
Royalties | 12 Months Ended |
Dec. 31, 2016 | |
Royalties [Abstract] | |
Royalties | 8. 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 $20,157 for the years ended December 31, 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 December 31, 2016 and 2015 was $56,579 in regards to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. 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. Our principal executive offices are in office space provided to us by our President, Mr. McLaughlin at the rate of $2,000 per month, which includes rents, utilities and other office related expenditures. This arrangement commenced as of January 1, 2016. In addition, Immudyne PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (President of Immudyne PR)and incurs expense of approximately $4,000 a month for this office space. Rent expense for the years ended December 31, 2016 and 2015, was $139,030 and $65,968, 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 4,400,000 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”). The consultants are treated as employees for accounting purposes. 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 year ended December 31, 2016, 2,300,000 restricted shares of common stock have been issued related to these agreements. The Company valued the shares at their grant date for a value of $0.30 per share for a total of $690,000 to be expensed over the estimated service period ending December 31, 2017. 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 December 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions For the year ended December 31, 2016 one of the Company’s directors, acting as an advisor for the Company, provided legal and business advisory services and was compensated $16,145. During 2015 there was no compensation to this director. In addition, for the year ended December 31, 2016 the Company’s President received $24,000 for reimbursement of home office expenditures, including rent, utilities and other related expenses for two offices. During 2015 the Company’s president was not reimbursed for home office expenditures. Immudyne, Inc. employs the wife of the President of the Company Immudyne, Inc. and incurs $3,000 per month as an accountant, plus an annual incentive bonus award equal to 0.5% of the Company’s pre-tax earnings. Immudyne PR utilizes BV Global Fulfillment, owned by the father of Mr. Schreiber, and incurred $19,800 for the year ended December 31, 2016 for these services. Taggart International Trust (“Taggart”), a shareholder; provides credit card processing services through one or more merchant banks. Taggart did not receive any compensation for these services. JLS Ventures LLC, owned by a shareholder, provides credit card processing services through one or more merchant banks. Taggart did not receive any compensation for these services. JSDC, Inc., owned by a shareholder, provides credit card processing services through one or more merchant banks. Taggart did not receive any compensation for these services. Immudyne PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (President of Immudyne PR) incurs expense of approximately $4,000 a month for this office space. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued. In January 2017, the Company issued 1,183,490 shares of common stock pursuant to a conversion of an equity contribution into Immudyne PR by the noncontrolling interest. In connection with this issuance the Company issued 591,745 warrants with an exercise price of $0.40 per share. These warrants are fully vested and expire in two years. In January 2017, the Company borrowed $200,000 and issued a promissory note with a 5% original issue discount for a total principal amount of $210,000. The loan incurs 11% interest per annum and matures in various tranches from February 2017 through April 2017. In addition, the Company issued 217,391 shares of common stock related to this note. In February 2017, the Company repaid $70,000 of the principle balance of this note. In March, pursuant to an offering described below, the Company converted the remaining $140,000 of the principle balance of the this note in exchange for 559,179 shares of common stock and 304,348 warrants. On March 27, 2017, the Company commenced an offering to sell up to 4,000,000 shares of common stock at a price of $0.23 per share and warrants to purchase up to 2,000,000 shares of common stock excisable any time prior to the secondary anniversary of the issuance. The warrants are paired with the stock on the basis of one warrant for every two shares of stock purchased. At the time of this filing, the Company received subscriptions in the amount of 2,673,656 shares and issued 1,336,828 warrants and proceeds in the amount of $614,940. The Company also converted two additional notes with the total principal balance of $50,000 in exchange for 196,000 shares of common stock and 98,000 warrants. . On April 24, 2017, the Company, issued 217,390 shares of common stock pursuant to a stock subscription agreement and the Company issued 108,696 warrants with an exercise price of $0.40 per share for the stated consideration and satisfaction of obligation to pay $50,000 on the 180-day anniversary of the execution of the Sole and Exclusive License, Royalty, and Advisory Agreement dated September 1, 2016 with Pilaris Laboratories, LLC |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Immudyne PR and variable interest entities (VIE’s) in which the Company has been determined to be the primary beneficiary. The non- controlling interest in Immudyne PR represents the 21.833% equity interest held by other members of the joint venture. All significant consolidated transactions and balances have been eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (each, a “VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances. As of December 31, 2016 and 2015, the Company consolidated nine and zero VIEs, respectively. Immudyne PR as the primary beneficiary of Ace Account Management LLC, Innerwell Skincare LLC, MCD Merchants LLC, One Equity Research LLC, Inate Gems LLC, Retriever Health Products LLC, Spurs 5, LLC, Salus LLC and Huntley LLC which are qualified as VIEs. The assets and liabilities and revenues and expenses of these VIEs included in the financial statements of Immudyne PR and further included in the consolidated financial statements. As of December 31, 2016, the VIEs had assets of $10,306, liabilities of $5,748, revenues of $6,271, and operating expenses of $6,141. The assets and liabilities include balances due from and due to the subsidiaries of Immudyne PR. These inter-company receivables and payables are eliminated upon consolidation of the VIE with Immudyne PR and Immudyne. No assets were pledged or given as collateral against any borrowings. The Company utilizes third party entities to provide and increase credit card processing capacity and optimize corresponding rates and fees. A majority of these entities provide this service as independent contractors in exchange for a one (1%) percent fee of the net revenues processed and collected by such contractors from sales initiated by the Company. The VIEs consolidated in the Company’s financial statements are primarily contracted to credit card processing through one or more merchant banks contracted by each VIE. Upon receipt of funds by each VIE, the collection of receipts less any returns, chargeback and other fees charged by such merchant bank is transferred to Immudyne PR. |
Use of Estimates | Use of Estimates |
Derivative Liabilities | Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. As of December 31, 2016, certain of the Company’s stock options, stock warrants and convertible debt instruments were accounted for as derivative liabilities due to insufficient authorized shares of common stock to settle outstanding contracts. At December 31, 2016, the Company estimated the fair value of these stock options, stock warrants and embedded conversion features using the Black-Scholes option pricing model (“Black-Scholes”) in the amount of $192,254 was recorded upon issue |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of authorized but unissued shares, and all future instruments being classified as a derivative liability, with the exception of instruments related to share-based compensation issued to employees or directors. |
Inventory | Inventory At December 31, 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 Pennsylvania 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 December 31, 2016 and December 31, 2015, the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: December 31, December 31, Raw materials $ 38,460 $ 25,761 Finished products 121,810 35,290 $ 160,270 $ 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, but in limited cases if title does not pass until the product reaches the customer’s delivery site, then recognition of revenue is deferred until that time. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. 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 $1,926,000 in the year ended December 31, 2016. Customer discounts, returns and rebates were not significant in the year ended December 31, 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 year ended December 31, 2016 consisted of nutraceutical and cosmetic additives ($997,964) and finished cosmetic products ($4,240,640). Revenue for the year ended December 31, 2015 consists of nutraceutical and cosmetic additives ($1,079,289) and finished cosmetic products ($139,573). |
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 December 31, 2016 and 2015 the accounts receivable reserve was approximately $37,800 and $18,000, respectively. As of December 31, 2016, the reserve for sales returns and allowances was approximately $50,500. No sales returns and allowances reserve existed at December 31, 2015. |
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. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses). A summary of the company’s reportable segments is as follows: Total assets: December 31, 2016 December 31, 2015 Nutraceutical and Cosmetic Additives $ 556,234 $ 412,324 Finished Cosmetic Products 422.288 101,828 Eliminations (188,698 ) (65,681 ) Total $ 789,824 $ 448,471 Year ended December 31, 2016 December 31, 2015 Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,024,264 $ 1,092,289 Finished Cosmetic Products 4,240,640 139,573 Eliminations (26,300 ) (13,000 ) Total $ 5,238,604 $ 1,218,862 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 164,286 $ 110,467 Finished Cosmetic Products (388,121 ) (158,402 ) Other unallocated amounts: Corporate expenses (950,847 ) (214,282 ) Other income (expense) - net (48,611 ) 89,785 Consolidated income (loss) from operations $ (1,223,293 ) $ (172,432 ) |
Income Taxes | Income Taxes The Company files Corporate Federal and State tax returns, while Immudyne PR, 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, 2013, 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 16,302,447 options and warrants for the year ended December 31, 2016 have not been included in the loss per share calculation as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 12,775,273 options and warrants for the year ended December 31, 2015 have not been included in the loss per share calculations as the effects are anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15. 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,” which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification flows of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the adoption of ASU 2016-09 on its consolidated financial statements. The adoption of ASU No. 2016-09 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures. 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 adoption of ASU No. 2015-11 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures. 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 ending 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. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) : Scope of Modification Accounting. The new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement is effective for annual reporting periods beginning after December 15, 2017 but early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. 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, accounts payable and accrued expenses and the face amount of 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. |
Consolidation of Variable Interest Entities | Consolidation of Variable Interest Entities In accordance with ASC 810-10-25-37 and as amended by ASU 2009-17, the Company determines whether any legal entity in which the Company becomes involved is a VIE and subject to consolidation. The Company conducts an assessment on an ongoing basis for each VIE including (1) the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, the Company determined that nine (9) entities were VIEs and subject to consolidation. |
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 15% and 73% of consolidated sales for the years ended December 31, 2016 and 2015, respectively. This customer accounted for 11% and 43% of accounts receivable at December 31, 2016 and December 31, 2015, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 2% and 12% of consolidated sales for years ended December 31, 2016 and 2015, respectively. This customer accounted for 8% and 24% of accounts receivable at December 31, 2016 and December 31, 2015, respectively. In the finished cosmetic products division, two credit card processors accounted for 34.9% and 31.6% of accounts receivable at December 31, 2016. There were no significant concentrations of accounts receivable in the finished cosmetic products division at December 31, 2015 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of inventory | December 31, December 31, Raw materials $ 38,460 $ 25,761 Finished products 121,810 35,290 $ 160,270 $ 61,051 |
Summary of reportable segments | Total assets: December 31, 2016 December 31, 2015 Nutraceutical and Cosmetic Additives $ 556,234 $ 412,324 Finished Cosmetic Products 422,288 101,828 Eliminations (188,698 ) (65,681 ) Total $ 789,824 $ 448,471 Year ended December 31, 2016 December 31, 2015 Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,024,264 $ 1,092,289 Finished Cosmetic Products 4,240,640 139,573 Eliminations (26,300 ) (13,000 ) Total $ 5,238,604 $ 1,218,862 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 164,286 $ 110,467 Finished Cosmetic Products (388,121 ) (158,402 ) Other unallocated amounts: Corporate expenses (950,847 ) (214,282 ) Other income (expense) - net (48,611 ) 89,785 Consolidated income (loss) from operations $ (1,223,293 ) $ (172,432 ) |
Furnishings and Equipment (Tabl
Furnishings and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Furnishings and Equipment [Abstract] | |
Summary of furnishings and equipment | December 31 2016 2015 Furnishings and equipment, at cost $ 679,291 $ 679,291 Accumulated depreciation 679,291 679,291 $ - $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Summary of notes payable and advances payable activity | Officers, Directors, and Shareholders Commercial Lenders Total Balance at December 31, 2014 $ 27,200 $ - $ 27,200 Borrowing 105,000 200,000 305,000 Repayment (47,000 ) (100,000 ) (147,000 ) Conversion to common stock (85,200 ) - (85,200 ) Balance at December 31, 2015 $ - $ 100,000 $ 100,000 Borrowing $ 300,000 $ - $ 300,000 Repayment (68,600 ) (100,000 ) (168,600 ) Debt discount (25,035 ) - (25,035 ) Balance at December 31, 2016 $ 206,365 $ (100,000 ) $ 106,365 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of components of deferred tax liabilities and assets | December 31 2016 2015 Net operating loss $ 1,344,000 $ 930,000 Accounts receivable reserves 30,000 - Inventory reserves 7,000 - Stock compensation 200,000 - Net deferred tax asset 1,581,000 - Valuation allowance (1,581,000 ) (930,000 ) Total $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding service-based options | Number of Shares Weighted Average Exercise Price Year of Balance at December 31, 2014 3,772,720 0.29 2015 - 2016 Expired (2,022,720 ) 0.40 2015 Balance at December 31, 2015 1,750,000 0.16 2016 - 2017 Issued 454,891 0.42 2018 - 2019 Expired (250,000 ) 0.40 2016 Balance at December 31, 2016 1,954,981 0.19 2017 - 2019 |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing model | 2016 2015 Expected volatility 225 % 50 % Risk free interest rate 1 % 2 % Expected dividend yield - - Expected option term (in years) 2 - 3 1 - 5 Weighted average grant date fair value $ 0.23 $ 0.03 |
Service-Based Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding service-based options | Number of Balance at December 31, 2014 10,435,000 Cancelled (200,000 ) Issued 790,273 Balance at December 31, 2015 11,025,273 Exercised 300,000 Expired 50,000 Cancelled (250,000 ) Issued 275,000 Balance at December 31, 2016 10,700,273 |
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 0.71% - 1.88 % Expected stock price volatility 217.4% - 248.4 % Expected dividend payout — Expected option life-years 2 to 3 years Weighted average grant date fair value $ 0.22 Forfeiture rate 0 % |
Summary of outstanding service-based options exercise price | Significant assumptions: Risk-free interest rate at grant date 0.71% - 1.88 % Expected stock price volatility 217.4% - 248.4 % Expected dividend payout — Expected option life-years 2 to 3 years Weighted average grant date fair value $ 0.22 Forfeiture rate 0 % |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 01, 2016 | Dec. 31, 2015 | |
Organization and Going Concern (Textual) | |||
Percentage of ownership equity interest | 33.33% | ||
Percentage of voting controlling interest | 51.00% | ||
Accumulated deficit | $ (9,693,882) | $ (8,586,338) | |
Additional Paid-in Capital [Member] | |||
Organization and Going Concern (Textual) | |||
Reduction in noncontrolling interest | $ 91,612 | ||
Immudyne PR LLC [Member] | |||
Organization and Going Concern (Textual) | |||
Percentage of ownership equity interest | 78.16667% |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of inventory | ||
Raw materials | $ 38,460 | $ 25,761 |
Finished products | 121,810 | 35,290 |
Inventory, net | $ 160,270 | $ 61,051 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of reportable segments [Line Items] | ||
Total assets | $ 789,824 | $ 448,471 |
Total sales | 5,238,604 | 1,218,862 |
Net (loss) income | (1,223,293) | (159,232) |
Other unallocated amounts: | ||
Corporate expenses | (950,847) | (214,282) |
Other income (expense) - net | (48,611) | 89,785 |
Consolidated income (loss) from operations | (1,223,293) | (172,432) |
Nutraceutical and cosmetic [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 556,234 | 412,324 |
Total sales | 1,024,264 | 1,092,289 |
Net (loss) income | 164,286 | 110,467 |
Finished Cosmetic Products [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 422.288 | 101,828 |
Total sales | 4,240,640 | 139,573 |
Net (loss) income | (388,121) | (158,402) |
Elimination [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | (188,698) | (65,681) |
Total sales | (26,300) | (13,000) |
Net (loss) income |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||
Non controlling interest rate | 21.833% | |
Inventory reserve | $ 20,000 | $ 20,000 |
Customer discounts, returns and rebates | 1,926,000 | |
Revenue | 5,238,604 | 1,218,862 |
Accounts receivable reserve | 37,800 | 18,000 |
Description of non controlling interest | 100,000 | |
Sales returns and allowances | 50,500 | |
Variable Interest Entity, assets | 10,306 | |
Variable Interest Entity, liabilities | 5,748 | |
Variable Interest Entity, revenues | 6,271 | |
Variable Interest Entity, operating expenses | $ 6,141 | |
Consolidated VIE, Description | Consolidated nine and zero. | Consolidated nine and zero. |
Recorded upon issue | $ 192,254 | |
Nutraceutical and cosmetic [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenue | 1,024,264 | 1,092,289 |
Finished Cosmetic Products [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenue | $ 4,240,640 | $ 139,573 |
Sales [Member] | One customer [Member] | Nutraceutical and cosmetic [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 15.00% | 73.00% |
Sales [Member] | Second customer [Member] | Nutraceutical and cosmetic [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 2.00% | 12.00% |
Accounts Receivable [Member] | One credit card processor [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 34.90% | |
Accounts Receivable [Member] | Two credit card processor [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 31.60% | |
Accounts Receivable [Member] | One customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 11.00% | 43.00% |
Accounts Receivable [Member] | Second customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 8.00% | 24.00% |
Option [Member] | Warrant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | 16,302,447 | 12,775,273 |
Furnishings and Equipment (Deta
Furnishings and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Furnishings and Equipment [Abstract] | ||
Furnishings and equipment, at cost | $ 679,291 | $ 679,291 |
Accumulated depreciation | 679,291 | 679,291 |
Furnishings and equipment, net |
Furnishings and Equipment (De29
Furnishings and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Furnishings and Equipment (Textual) | ||
Depreciation | $ 43,748 |
Investment in Adiuvo Investme30
Investment in Adiuvo Investment S.A. (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Investment In Adiuvo Investment S A (Textual) | ||||
Amount paid for options purchased | $ 100,000 | |||
Percentage of interests acquired | 10.00% | |||
Share price | $ 0.30 | $ 0.25 | ||
Minority interest in joint ventures | $ 100,000 | |||
Option to acquire additional shares amount | $ 1,500,000 | |||
Percentage of equity interest in public offerings | less than 1%. | |||
Minority interest rate | 10.00% | |||
Gain on sale of Adiuvo Investment S.A. stock | $ 127,261 | |||
Options expired date | Sep. 30, 2014 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Notes Payable And Advances Payable [Line Items] | ||||
Beginning Balance | $ 27,200 | $ 100,000 | $ 27,200 | |
Borrowing | 300,000 | 305,000 | ||
Repayment of notes payable | (168,600) | (147,000) | ||
Conversion to common stock | (85,200) | |||
Debt discount | 33,715 | |||
Ending Balance | 106,365 | 100,000 | ||
Board of Directors Chairman [Member] | ||||
Notes Payable And Advances Payable [Line Items] | ||||
Beginning Balance | 27,200 | 27,200 | ||
Borrowing | 300,000 | 105,000 | ||
Repayment of notes payable | (68,600) | (47,000) | ||
Conversion to common stock | (85,200) | |||
Debt discount | (25,035) | |||
Ending Balance | 206,365 | |||
Commercial Lender [Member] | ||||
Notes Payable And Advances Payable [Line Items] | ||||
Beginning Balance | 100,000 | |||
Borrowing | $ 100,000 | $ 100,000 | 200,000 | |
Repayment of notes payable | (100,000) | (100,000) | ||
Conversion to common stock | ||||
Debt discount | ||||
Ending Balance | $ (100,000) | $ 100,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Oct. 31, 2016 | Nov. 30, 2015 | Jan. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Aug. 31, 2016 |
Notes Payable (Textual) | ||||||||||
Borrowed from commercial lender | $ 300,000 | $ 305,000 | ||||||||
Interest expense | 48,611 | 37,476 | ||||||||
Interest rate on notes payable | 11.00% | |||||||||
Maturity date on notes payable | Nov. 1, 2016 | |||||||||
Interest expense on notes payable | 9,479 | 1,543 | ||||||||
Interest rate period | 11.00% | |||||||||
Promissary note | $ 50,000 | 25,035 | ||||||||
Issued of common stock | 250,000 | 62,500 | ||||||||
Common stock for maximum offering | $ 200,000 | |||||||||
Issued of common stock, value | $ 58,750 | 58,750 | ||||||||
Amortization of debt discount | 33,715 | |||||||||
Repaid of principal amount | 68,600 | |||||||||
Outsatanding balance of notes payable | $ 131,400 | |||||||||
Conversion price | $ 0.23 | |||||||||
Exercise price | $ 0.40 | |||||||||
Term of warrant | 3 years | |||||||||
Promissory note [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Promissary note | $ 50,000 | $ 150,000 | $ 150,000 | |||||||
Promissory note [Member] | Subsequent Event [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Interest rate on notes payable | 11.00% | |||||||||
Promissary note | $ 200,000 | |||||||||
Promissory note one [Member] | Subsequent Event [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Promissary note | $ 50,000 | |||||||||
Promissory note two [Member] | Subsequent Event [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Promissary note | $ 100,000 | |||||||||
Commercial Lender [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Borrowed from commercial lender | $ 100,000 | $ 100,000 | 200,000 | |||||||
Loan payable payment terms | The loan required payment of principal and interest in 252 daily payments of $492 each commencing January 12, 2015. | |||||||||
Interest expense | 25,425 | |||||||||
Amortization of debt discount | ||||||||||
Notes Payable, Other Payables [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Interest expense | 49,485 | 37,476 | ||||||||
Board of Directors Chairman [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Borrowed from commercial lender | 300,000 | 105,000 | ||||||||
Amortization of debt discount | (25,035) | |||||||||
Officer [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Interest expense | $ 5,416 | 10,508 | ||||||||
Maturity date on notes payable | Feb. 28, 2017 | |||||||||
Convertible promissory note | $ 100,000 | |||||||||
Two Shareholders [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Convertible notes | $ 85,200 | |||||||||
Stock price per share | $ 0.17 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Components of deferred tax liabilities and assets | ||
Net operating loss | $ 1,344,000 | $ 930,000 |
Accounts receivable reserves | 30,000 | |
Inventory reserves | 7,000 | |
Stock Compensation | 200,000 | |
Net deferred tax assets | 1,581,000 | |
Valuation allowance | (1,581,000) | (930,000) |
Total |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Taxes (Textual) | |
Net operating loss carryforwards | $ 3,953,000 |
Operating loss carryforwards, expiration date | Dec. 31, 2036 |
Percentage of tax rate | 34.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Service-Based Stock Options [Member] - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning balance | 11,025,273 | 10,435,000 |
Number of Options, Exercised | 300,000 | |
Number of Shares, Expired | 50,000 | |
Number of Options, Cancelled | (250,000) | (200,000) |
Number of Options, Issued | 275,000 | 790,273 |
Number of Options/Warrants, Ending balance | 10,700,273 | 11,025,273 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Summary of significant assumptions used to determine the fair values of options using black-scholes option-pricing model | |
Expected dividend payout | |
Weighted average grant date fair value | $ 0.22 |
Forfeiture rate | 0.00% |
Maximum [Member] | |
Summary of significant assumptions used to determine the fair values of options using black-scholes option-pricing model | |
Risk-free interest rate at grant date | 1.88% |
Expected stock price volatility | 248.40% |
Expected option life-years | 3 years |
Minimum [Member] | |
Summary of significant assumptions used to determine the fair values of options using black-scholes option-pricing model | |
Risk-free interest rate at grant date | 0.71% |
Expected stock price volatility | 217.40% |
Expected option life-years | 2 years |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option [Member] | |||
Summary of outstanding service-based options | |||
Number of Options | 10,700,273 | 11,025,273 | 10,435,000 |
$0.10 [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.10 | ||
Number of Options | 1,380,273 | ||
Weighted Average Remaining Contractual Life | 1 year | ||
$0.20 - $0.25 [Member] | |||
Summary of outstanding service-based options | |||
Number of Options | 8,120,000 | ||
Weighted Average Remaining Contractual Life | 5 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 - $0.50 [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.40 | ||
Number of Options | 1,150,000 | ||
Weighted Average Remaining Contractual Life | 5 years | ||
0.40 - $0.50 [Member] | Minimum [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.40 | ||
0.40 - $0.50 [Member] | Maximum [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.50 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning balance | 1,750,000 | 3,772,720 |
Number of Shares, Issued | 454,891 | |
Number of Shares, Expired | (250,000) | (2,022,720) |
Number of Options/Warrants, Ending balance | 1,954,981 | 1,750,000 |
Weighted Average Exercise Price, Beginning Balance, | $ 0.16 | $ 0.29 |
Weighted Average Exercise Price, Issued | 0.42 | |
Weighted Average Exercise Price, Expired | 0.40 | 0.40 |
Weighted Average Exercise Price, Ending Balance, | $ 0.19 | $ 0.16 |
Year of Expiration, Begining Balance | 2016 - 2017 | 2015 - 2016 |
Year of Expiration, Issued | 2018 - 2019 | |
Year of Expiration, Expired | 2,016 | 2,015 |
Year of Expiration, Ending Balance | 2017 - 2019 | 2016 - 2017 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of fair value of options and warrants granted using black-scholes option-pricing model with weighted-average assumptions | ||
Expected volatility | 203.00% | 50.00% |
Risk free interest rate | 88.00% | 2.00% |
Expected dividend yield | ||
Weighted average grant date fair value | $ 0.20 | $ 0.03 |
Maximum [Member] | ||
Summary of fair value of options and warrants granted using black-scholes option-pricing model with weighted-average assumptions | ||
Expected option term (in years) | 3 years | 5 years |
Minimum [Member] | ||
Summary of fair value of options and warrants granted using black-scholes option-pricing model with weighted-average assumptions | ||
Expected option term (in years) | 2 years | 1 year |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Apr. 01, 2016 | Jul. 31, 2015 | May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 23, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Sep. 01, 2016 | Aug. 31, 2016 | Jan. 31, 2014 |
Stockholder's Equity (Textual) | ||||||||||||
Value of options | $ (10,800) | |||||||||||
Common stock issued for services as per agreement | $ 383,333 | 65,000 | ||||||||||
Note payable | 25,035 | $ 50,000 | ||||||||||
Issuance of common stock | $ (87,053) | $ (10,800) | ||||||||||
Exercise price | $ 0.40 | |||||||||||
Recognized expense | $ 383,333 | |||||||||||
Common stock, shares issued | 35,570,157 | 32,010,375 | 75,000 | 434,782 | 200,000 | |||||||
Common stock issued, value | $ 355,701 | $ 320,103 | $ 17,250 | $ 46,000 | ||||||||
Proceeds from exercises of options | $ 30,000 | |||||||||||
Options exercise price, per share | $ 0.10 | |||||||||||
Outstanding shares purchased | 325,000 | |||||||||||
Purchase of common stock description | Common stock through an exchange for a price per share of $0.23 to $0.29. | |||||||||||
Treasury stock, value | $ 87,053 | |||||||||||
Minority interest rate | 10.00% | |||||||||||
Investment in subsidiary by noncontrolling interest | 119,894 | 178,152 | ||||||||||
Net (Loss) | $ (1,223,293) | (159,232) | ||||||||||
Immudyne PR [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Minority interest rate | 78.16667% | |||||||||||
Charge to noncontrolling interest | $ 91,612 | |||||||||||
Immudyne PR [Member] | Maximum [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Minority interest rate | 66.70% | |||||||||||
Immudyne PR [Member] | Minimum [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Minority interest rate | 21.83% | |||||||||||
IPO [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Common stock, shares issued | 62,500 | 62,500 | 62,500 | 125,000 | ||||||||
Director [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Value of options | $ 1,000 | |||||||||||
Value of options, shares | 40,800 | |||||||||||
Note payable | $ 10,200 | |||||||||||
Common stock, shares issued | 60,000 | |||||||||||
President [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Value of options | $ 13,000 | |||||||||||
Value of options, shares | 339,473 | |||||||||||
Royalties payable | $ 84,868 | |||||||||||
Stock expiration period | 3 years | |||||||||||
Exercise price | $ 0.10 | |||||||||||
Common stock, shares issued | 499,225 | |||||||||||
Investor [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Value of options | $ 10,800 | |||||||||||
Value of options, shares | 120,000 | |||||||||||
Shareholder [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Stock expiration period | 3 years | |||||||||||
Options granted, shares | 300,000 | |||||||||||
Options granted, value | $ 7,500 | |||||||||||
Note payable | $ 75,000 | $ 75,000 | ||||||||||
Issuance of common stock | $ 441,177 | |||||||||||
Two consultants [Member] | ||||||||||||
Stockholder's Equity (Textual) | ||||||||||||
Common stock issued for services as per agreement, shares | 2,300,000 | |||||||||||
Common stock issued for services as per agreement | $ 690,000 |
Stockholders' Equity (Details41
Stockholders' Equity (Details Textual 1) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)Consultants$ / sharesshares | Nov. 30, 2015USD ($)Consultantsshares | Oct. 31, 2015USD ($)Consultants$ / sharesshares | Jul. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | |
Stockholder's Equity (Textual) | |||||||
Issuance of company stock, value | $ 63,250 | ||||||
Proceeds from exercises of options | 30,000 | ||||||
Stock compensation expense | 587,991 | $ 77,300 | |||||
Intrinsic value of options exercised | $ 54,000 | ||||||
Stock Options [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Number of stock options issued | shares | 275,000 | 790,273 | |||||
Number of options, cancelled | shares | 250,000 | 200,000 | |||||
Number of shares, expired | shares | 50,000 | ||||||
Stock compensation expense | $ 63,206 | $ 22,300 | |||||
Intrinsic value of options outstanding | 704,794 | ||||||
Intrinsic value of options exercisable | $ 33,605 | ||||||
Stock Options [Member] | Consultants [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Number of stock options issued | shares | 50,000 | 175,000 | 110,000 | 50,000 | |||
Number of options granted, value | $ 9,980 | $ 40,829 | $ 2,800 | $ 12,397 | |||
Weighted average exercise price stock option issued | $ / shares | $ 0.50 | $ 0.20 | $ 0.20 | $ 0.20 | |||
Options fully vested and expiration period | 2 years | 10 years | 10 years | 10 years | |||
Shares of common stock fully vested service-based options issued | shares | 200,000 | ||||||
Number of options, cancelled | shares | 100,000 | ||||||
Issuance of company stock, value | $ 65,000 | ||||||
Common stock shares issued | shares | 500,000 | ||||||
Number of consultant | Consultants | 2 | 2 | 2 | ||||
President [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Stock expiration period | 3 years | ||||||
President [Member] | Stock Options [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Stock expiration period | 2 years | ||||||
Proceeds from exercises of options | $ 55,000 | ||||||
Warrants issued | shares | 1,500,000 | ||||||
Director [Member] | Stock Options [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Number of shares, expired | shares | 500,000 | ||||||
Stock expiration period | 1 year |
Stockholders' Equity (Details42
Stockholders' Equity (Details Textual 2) | Oct. 31, 2016USD ($)Consultantsshares | Dec. 31, 2016USD ($)$ / sharesshares |
Stockholder's Equity (Textual) | ||
Recognized expense | $ 383,333 | |
Unearned share based compensation | 133,324 | |
Fair value of performance-based stock options | $ 151,036 | |
Stock options, expiration date | Dec. 31, 2017 | |
Performance Based Stock Options [Member] | ||
Stockholder's Equity (Textual) | ||
Number of stock options issued | shares | 4,400,000 | |
Recognized expense | $ 120,867 | |
Unearned share based compensation | 30,169 | |
Fair value of performance-based stock options | 169,035 | |
Annual sales revenue target | 5,000,000 | |
Fair value of options exercisable | $ 120,867 | |
Company cancelled service-based options, shares | shares | 287,500 | |
Company cancelled service-based options, value | $ 17,999 | |
Number of consultant | Consultants | 2 | |
Performance Based Stock Options [Member] | Minimum [Member] | ||
Stockholder's Equity (Textual) | ||
Stock options, expiration date | Dec. 31, 2021 | |
Weighted average exercise price stock option issued | $ / shares | $ 0.40 | |
Annual sales revenue target | $ 5,000,000 | |
Performance Based Stock Options [Member] | Maximum [Member] | ||
Stockholder's Equity (Textual) | ||
Stock options, expiration date | Dec. 31, 2026 | |
Weighted average exercise price stock option issued | $ / shares | $ 0.80 | |
Annual sales revenue target | $ 10,000,000 |
Stockholders' Equity (Details43
Stockholders' Equity (Details Textual 3) - USD ($) | Sep. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholder's Equity (Textual) | |||
Stock based compensation | $ 587,991 | $ 77,300 | |
Interest expense | $ 48,611 | $ 37,476 | |
Warrants [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants exercise price | $ 0.19 | ||
Warrants outstanding | 1,954,891 | ||
Warrant exercisable | 1,750,000 | ||
Warrant expiration date, description | The warrants expire at various time between December 2017 and September 2019. | ||
Warrants [Member] | Sale of common stock [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants issued | 100,000 | 37,500 | |
Warrants exercise price | $ 0.50 | $ 0.50 | |
Warrants fully vested and expiration period | 2 years | 2 years | |
Warrants [Member] | Consulting services [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants issued | 100,000 | ||
Fair value of warrants | $ 20,585 | ||
Warrants fully vested and expiration period | 3 years | ||
Warrants [Member] | Issuance of Common Stock [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants issued | 217,391 | ||
Warrants exercise price | $ 0.40 | ||
Warrants fully vested and expiration period | 2 years | ||
Warrants [Member] | Minimum [Member] | Consulting services [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants exercise price | $ 0.20 | ||
Warrants [Member] | Maximum [Member] | Consulting services [Member] | |||
Stockholder's Equity (Textual) | |||
Warrants exercise price | $ 0.50 | ||
Performance Based Stock Options [Member] | |||
Stockholder's Equity (Textual) | |||
Stock based compensation | $ 587,991 | $ 142,300 | |
Compensation and related expenses | $ 587,991 | 133,800 | |
Interest expense | $ 8,500 |
Royalties (Details)
Royalties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Royalties (Textual) | |||
Percentage of royalty based upon sales | 8.00% | ||
Royalty based upon sales amount | $ 227,175 | ||
Royalty expense | 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 | $ 84,868 | |
Common stock shares issued | 499,225 | ||
Stock price per share | $ 0.17 | $ 0.17 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 01, 2016USD ($)shares | Dec. 31, 2016USD ($)Thresholds$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2013$ / shares |
Commitments and Contingencies (Textual) | ||||
Operating lease expired date | May 31, 2016 | |||
Monthly base lease rental payments | $ 9,000 | |||
Operating leases, rent expense | 139,030 | $ 65,968 | ||
Annual compensation | $ 145,000 | |||
Stock option exercise prices lower range limit | $ / shares | $ 0.40 | |||
Stock option exercise prices upper range limit | $ / shares | $ 0.80 | |||
Stock issued during period performance based options to purchase common stock | shares | 4,400,000 | |||
Annual revenue base | $ 5,000,000 | |||
Annual revenue exceeding | $ 10,000,000 | |||
Percentage of bonus compensation for pretax income | 15.00% | |||
Pertax income percentage | 5.00% | |||
Restricted shares issued | shares | 2,250,000 | |||
Common stock issued for services as per agreement | $ 383,333 | $ 65,000 | ||
Share price | $ / shares | $ 0.30 | $ 0.25 | ||
Combined capped | shares | 5,000,000 | |||
Stock options, Expiration date | Dec. 31, 2017 | |||
Purchase common stock option | shares | 3,000,000 | |||
Numer of thresholds | Thresholds | 3 | |||
Mr. McLaughlin [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Operating leases, rent expense | $ 2,000 | |||
Immudyne PR [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares issued | shares | 1,500,000 | |||
Restricted shares value | $ 5,000,000 | |||
Office space subleased from Mr. Schreiber | $ 4,000 | |||
Two consultants [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares issued | shares | 1,000,000 | |||
Common stock issued for services as per agreement | $ 690,000 | |||
Share price | $ / shares | $ 0.20 | |||
Restricted Stock and Options [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares issued | shares | 150,000 | |||
Common stock issued for services as per agreement | $ 500,000 | $ 2,300,000 | ||
Share price | $ / shares | $ 0.20 | |||
Combined capped | shares | 3,000,000 | |||
Restricted stock expense | $ 690,000 | |||
Additional bonus shares | shares | 750,000 | |||
Option to buy shares | shares | 1,000,000 | |||
Restricted Stock One [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares value | $ 1,250,000 | |||
Restricted Stock Two [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares value | 2,000,000 | |||
Restricted Stock Three [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Restricted shares value | $ 3,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions (Textual) | ||
Compensation for legal and business advisory services | $ 16,145 | |
Accountant chareges per month | 477,401 | $ 114,890 |
Immudyne PR [Member] | ||
Related Party Transactions (Textual) | ||
Compensation for legal and business advisory services | 19,800 | |
Office space subleased from Mr. Schreiber | 4,000 | |
Accountant chareges per month | $ 3,000 | |
Annual incentive bonus award percentage | 0.50% | |
President [Member] | ||
Related Party Transactions (Textual) | ||
Reimbursement of home office expenditures | $ 24,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 31, 2016 | Apr. 24, 2017 | Mar. 31, 2017 | Mar. 27, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Nov. 30, 2015 |
Subsequent Events (Textual) | ||||||||||
Common stock issued | 62,500 | |||||||||
Promissary note | $ 25,035 | $ 50,000 | ||||||||
Interest rate on notes payable | 11.00% | |||||||||
Outstanding principal balance | $ 68,600 | |||||||||
Promissory note [Member] | ||||||||||
Subsequent Events (Textual) | ||||||||||
Promissary note | $ 50,000 | $ 150,000 | $ 150,000 | |||||||
Subsequent Events [Member] | ||||||||||
Subsequent Events (Textual) | ||||||||||
Common stock issued | 559,179 | 1,183,490 | ||||||||
Issued of warrants | 108,696 | 1,336,828 | 591,745 | |||||||
Warrants exercise price | $ 0.40 | $ 0.40 | $ 0.40 | |||||||
Warrants vested term | 2 years | |||||||||
Repaid principle balance of note | $ 70,000 | |||||||||
Common stock shares issued related promissory note | 217,391 | |||||||||
Converted remaining principle balance | $ 140,000 | $ 50,000 | ||||||||
Converted shares of common stock | 559,179 | 196,000 | ||||||||
Converted shares of warrants | 304,348 | 98,000 | ||||||||
Offering to sell shares of common stock | 4,000,000 | |||||||||
Warrants to purchase of common stock | 2,000,000 | |||||||||
Sale of stock, price per share | $ 0.23 | |||||||||
Subscriptions shares received | 217,390 | 2,673,656 | ||||||||
Proceeds from subscription of shares | $ 614,940 | |||||||||
Satisfaction of obligation to pay amount | $ 50,000 | |||||||||
Subsequent Events [Member] | Promissory note [Member] | ||||||||||
Subsequent Events (Textual) | ||||||||||
Promissary note | $ 200,000 | |||||||||
Original debt, discount | 5.00% | |||||||||
Original debt, principle amount | $ 210,000 | |||||||||
Interest rate on notes payable | 11.00% |