Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Immudyne, Inc. | ||
Entity Central Index Key | 948,320 | ||
Trading Symbol | IMMD | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 12,197,389 | ||
Entity Common Stock, Shares Outstanding | 41,742,142 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 141,379 | $ 182,561 |
Trade accounts receivable, net | 398,770 | 444,743 |
Other receivables | 2,250 | |
Product deposit | 16,500 | |
Inventory, net | 707,161 | 160,270 |
Total Current Assets | 1,263,810 | 789,824 |
Current Liabilities | ||
Accounts payable and accrued expenses | 473,492 | 752,930 |
Derivative liabilities | 192,254 | |
Line of credit | 42,479 | |
Convertible notes payable | 100,000 | |
Notes payable - related parties | 125,000 | |
Short-term notes payable, net of discount in 2016 | 106,365 | |
Total Current Liabilities | 640,971 | 1,151,549 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value; 100,000,000 shares authorized, 44,493,063 and 35,570,157 shares issued, 43,977,863 and 35,245,157 outstanding as of December 31, 2017 and 2016, respectively | 444,930 | 355,701 |
Additional paid-in capital | 11,500,537 | 9,070,064 |
Accumulated (deficit) | (10,899,843) | (9,693,882) |
Equity | 1,045,624 | (268,117) |
Treasury stock, 515,200 and 325,000 shares, at cost | (163,701) | (87,053) |
Total Immudyne, Inc. Stockholders' (Deficit) | 881,923 | (355,170) |
Non-controlling interest | (259,084) | (6,555) |
Total Stockholders' Equity (Deficit) | 622,839 | (361,725) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,263,810 | $ 789,824 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Treasury stock, shares | 515,200 | 325,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,493,063 | 35,570,157 |
Common stock, shares outstanding | 43,977,863 | 35,245,157 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net Sales | $ 5,054,706 | $ 5,238,604 |
Cost of Sales | 1,483,686 | 1,946,055 |
Gross Profit | 3,571,020 | 3,292,549 |
Operating expenses | ||
Compensation and related expenses | 1,698,814 | 1,247,195 |
Professional fees | 431,326 | 477,401 |
Marketing expenses | 1,657,158 | 1,710,357 |
General and administrative expenses | 851,256 | 1,032,278 |
Total operating expenses | 4,638,554 | 4,467,231 |
Operating (Loss) | (1,067,534) | (1,174,682) |
Change in fair value of derivative liability | 502,830 | |
Loss on extinguishment of debt | (553,222) | |
Interest (expense) | (100,523) | (48,611) |
Net Income (Loss) | (1,218,449) | (1,223,293) |
Net (loss) income attributable to noncontrolling interests | (12,488) | (115,749) |
Net Income (loss) attributable to Immudyne, Inc. | $ (1,205,961) | $ (1,107,544) |
Basic income (loss) per share attributable to Immudyne, Inc. | $ (0.03) | $ (0.03) |
Diluted income (loss) per share attributable to Immudyne, Inc. | $ (0.03) | $ (0.03) |
Average number of common shares outstanding | ||
Basic | 41,738,101 | 33,478,229 |
Diluted | 41,738,101 | 33,478,229 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Treasury Stock | Sub Total | Noncontrolling interest |
Balance at Dec. 31, 2015 | $ 180,990 | $ 320,103 | $ 8,366,313 | $ (8,586,338) | $ 100,078 | $ 80,912 | |
Balance, (in shares) at Dec. 31, 2015 | 32,010,375 | ||||||
Amortization of stock options | 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 | 100,000 | $ 4,348 | 95,652 | 100,000 | |||
Conversion of NCI equity for shares, 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 | ||||||
Issuance of common stock in relation to debt offering | 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, net of distributions | 119,894 | 119,894 | |||||
Reclassification of options, warrants and other contracts to derivative liabilities upon issuance | (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 | ||||||
Issuance of common stock for services | 838,938 | $ 12,750 | 826,188 | 838,938 | |||
Issuance of common stock for services, shares | 1,275,000 | ||||||
Sale of common stock and warrants | 673,245 | $ 29,271 | 643,974 | 673,245 | |||
Sale of common stock and warrants, shares | 2,927,156 | ||||||
Issuance of common stock in relation to debt offering | 56,522 | $ 2,174 | 54,348 | 56,522 | |||
Issuance of common stock in relation to debt offering, shares | 217,391 | ||||||
Purchase of treasury stock | (76,648) | (76,648) | (76,648) | ||||
Issuance of stock options for services | 113,522 | 113,522 | 113,522 | ||||
Investment in subsidiary by noncontrolling interest, net of distributions | 63,377 | 63,377 | |||||
Reclassification of options, warrants and other contracts to derivative liabilities upon issuance | (261,357) | (261,357) | (261,357) | ||||
Conversion of non-controlling interest equity for shares and warrants | $ 13,192 | 290,226 | 303,418 | (303,418) | |||
Conversion of non-controlling interest equity for shares and warrants, shares | 1,319,211 | ||||||
Conversion of note payable | 192,192 | $ 7,552 | 184,640 | 192,192 | |||
Conversion of note payable, shares | 755,179 | ||||||
Loss on settlement of notes and other payables | 553,222 | 553,222 | 553,222 | ||||
Conversion of accrued expenses | 50,000 | $ 2,174 | 47,826 | 50,000 | |||
Conversion of accrued expenses, shares | 217,390 | ||||||
Cashless exercise of options | $ 22,116 | (22,116) | |||||
Cashless exercise of options, shares | 2,211,579 | ||||||
Net (loss) | (1,218,449) | (1,205,961) | (1,205,961) | (12,488) | |||
Balance at Dec. 31, 2017 | $ 622,839 | $ 444,930 | $ 11,500,537 | $ (10,899,843) | $ (163,701) | $ 881,923 | $ (259,084) |
Balance (in shares) at Dec. 31, 2017 | 44,493,063 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) attributable to Immudyne, Inc. | $ (1,205,961) | $ (1,107,544) |
Net (loss) attributable to noncontrolling interests | (12,488) | (115,749) |
Net (Loss) | (1,218,449) | (1,223,293) |
Adjustments to reconcile net (loss) to net cash (used) by operating activities | ||
Change in fair value of derivative liability | (502,830) | |
Bad debt provision (recovery) | (49,119) | 71,136 |
Amortization of debt discount | 91,557 | 33,715 |
Loss on settlement of notes and other payables | 553,222 | |
Stock compensation expense | 162,741 | 587,991 |
Common stock issued for services | 838,938 | |
Changes in Assets and Liabilities | ||
Trade accounts receivable | 95,092 | (361,443) |
Other receivables | 2,250 | (2,250) |
Product deposit | (16,500) | |
Inventory | (546,891) | (99,219) |
Accounts payable and accrued expenses | (227,227) | 585,449 |
Net cash (used) by operating activities | (817,216) | (407,914) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Investment in subsidiary by noncontrolling interest, net | 63,378 | 219,894 |
Proceeds from notes payable | 878,855 | 200,000 |
Proceeds from convertible note payable | 100,000 | |
Repayment of convertible note payable | (100,000) | |
Repayment of notes payable | (662,796) | (168,600) |
Proceeds from options exercise | 30,000 | |
Sale of common stock and warrants | 673,245 | 63,250 |
Purchase of treasury stock | (76,648) | (87,053) |
Net cash provided by financing activities | 776,034 | 357,491 |
Net increase in cash | (41,182) | (50,423) |
Cash at beginning of the period | 182,561 | 232,984 |
Cash at end of the period | 141,379 | 182,561 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest | 4,723 | 13,650 |
Issuance of company stock for notes and other payables | 242,192 | |
Issuance of common stock in relation to debt offering | 58,750 | |
Issuance of common stock for services | 100,000 | |
Conversion of equity invested in subsidiary to common stock and warrants | 303,419 | |
Reclassification of options, warrants and other contracts to derivative liabilities upon issuance | $ 261,357 | $ 192,254 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
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 (“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 78.1667% 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. In the second quarter of 2017, Immudyne PR expanded their product line and launched their in-licensed patented hair loss shampoo and conditioner. 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, 2017, the Company has an accumulated deficit approximating $10.9 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, 2017, and projected cash needs for 2018, management estimates that it will need to increase sales revenue and/or raise additional capital to cover operating and capital requirements for the 2018 year. Management will need to 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, 2017 | |
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, 2017 and 2016, the Company consolidated nine VIEs. Immudyne PR is 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. 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 The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the accounting for derivatives, the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. Derivative Liabilities 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 derivative 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 the market price is variable, it is possible that the Company could have insufficient authorized shares to satisfy a cashless exercise. In this scenario, if the Company were unable to obtain shareholder approval to increase the number of authorized shares, the Company 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 the Company record the potential settlement obligation at each reporting date using the current estimated fair value of these contracts, with any changes in fair value being recorded through our statement of operations. The Company had reported the potential settlement obligation as a derivative liability. In the third quarter of 2017, the Company obtained a majority of shareholders’ approval and amended its Articles of Incorporation to increase the number of shares of its authorized common stock, therefore the derivative liability is no longer applicable. 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, 2017 and December 31, 2016, 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 net realizable value 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 net realizable, if lower. At December 31, 2017 and December 31, 2016, the Company recorded an inventory reserve in the amount of $27,500 and $20,000, respectively. Inventory consists of the following: December 31, December 31, Raw materials $ 25,869 $ 38,460 Finished products 681,292 121,810 $ 707,161 $ 160,270 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 in the year ended December 31, 2017 and 2016 approximated $300,000 and $1,926,000, respectively. 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, 2017 consists of nutraceutical and cosmetic additives ($1,369,429) and finished cosmetic products ($3,685,277). Revenue for the year ended December 31, 2016 consisted of nutraceutical and cosmetic additives ($997,964) and finished cosmetic products ($4,240,640). 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, 2017 and 2016 the accounts receivable reserve was approximately $0 and $37,800, respectively. At December 31, 2017 and 2016, the reserve for sales returns and allowances was approximately $23,200 and $50,500, respectively. Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. 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, 2017 December 31, 2016 Nutraceutical and Cosmetic Additives $ 440,310 $ 350,370 Finished Cosmetic Products 834,000 446,504 Eliminations (10,500 ) (7,050 ) Total $ 1,263,810 $ 789,824 Year ended December 31, December 31, Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,372,879 $ 1,024,264 Finished Cosmetic Products 3,685,277 4,240,640 Eliminations (3,450 ) (26,300 ) Total $ 5,054,706 $ 5,238,604 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 160,821 $ 164,286 Finished Cosmetic Products (36,085 ) (388,121 ) Other unallocated amounts: Corporate expenses (1,195,297 ) (950,847 ) Other income (expense) – net (147,888 ) (48,611 Consolidated income (loss) from operations $ (1,218,449 ) $ (1,223,293 ) Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operations, stockholders’ equity (deficit) or cash flows. in which the current (and prior year) asset elimination only includes the accounts receivables due from Immudyne PR, LLC to Immudyne, Inc. for purchase of inventory. All other inter-company balances have been excluded from total assets for each reportable segment. Income Taxes The Company files Corporate Federal and State tax returns, while Immudyne PR, which was formed as a limited liability company, 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, 2014, 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 17,224,919 options and warrants for the year ended December 31, 2017 have not been included in the loss per share calculations as the effects are anti-dilutive. 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. Recent Accounting Pronouncements 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. 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, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We have reviewed ASC 842 and have determined that it will not have any material effect on our financial statements and related disclosures. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard (“ASC 606”) provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Topic defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The two permitted transition methods under the new standard are the full retrospective method or the modified retrospective method. The new standard is effective for annual reporting periods beginning after December 15, 2017, and accordingly we are required to adopt this standard effective January 1, 2018, the beginning of our fiscal year. We have reviewed ASC 606 and have determined that it will not have any material effect on our revenue recognition. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company adopted ASU 2015-11 in 2017 and it does not have a material effect 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 adopted ASU 2014-15 in 2016 and it does not have a material effect on the Company's consolidated financial statements or related disclosures. 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 25% and 15% of consolidated sales for the years ended December 31, 2017 and 2016, respectively. This customer accounted for 65% and 11% of accounts receivable at December 31, 2017 and December 31, 2016, 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, 2017 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Notes Payable | 3. Notes Payable 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, 2017 and 2016 amounted to $0 and $9,479, 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 were payable in February 2017 and one promissory note for $50,000 was payable in March 2017. In October 2016, the Company sold promissory notes totaling $50,000 to two unrelated individuals. These promissory notes were 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 were amortized over the term of these notes. Amortization of the debt discounts for the year ended December 31, 2017 and 2016 was $25,035 and $33,715, respectively. During 2016, the Company repaid $68,600 of the principal 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. During 2017, the Company repaid $81,420 of the principal balance and converted the remaining balance of $49,980 into 196,000 shares of common stock and 98,000 warrants, which satisfied the notes in full. The fair market value of the shares and warrants issued upon conversion was determined to be $179,384, of which $129,404 was included in loss on extinguishment of debt. Interest expense related to these notes for the year ended December 31, 2017 and 2016, amounted to $1,713 and $5,416, respectively. In December 2016, the Company borrowed $100,000 from an officer and issued a convertible promissory note with a maturity date of February 28, 2017. The loan bore no interest. This note was convertible if not repaid by the maturity date at a conversion price of $0.23 per Unit. Each Unit shall consist of one share of the Company’s common stock and one three-year common-stock warrant to purchase one-half of one share of the Company’s common stock with an exercise price of $0.40 per share. In March 2017, the Company repaid the entire outstanding balance of this note. 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 incurred 11% interest per annum and matured 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 principal balance of this note. In March 2017, the Company converted the remaining $140,000 of the principal balance of this note and accrued interest of $2,212 in exchange for 559,179 shares of common stock and 304,348 warrants which satisfied the note in full. The fair market value of the shares and warrants issued upon conversion was determined to be $566,030, of which $423,818 was included in loss on extinguishment of debt. In February 2017, the Company borrowed $25,000 from an American Express working capital line with 60 days maturity. The interest for this loan is a flat fee of $250. On April 17, 2017, the Company repaid this loan. In June 2017, the Company borrowed $74,043 from an American Express working capital line with 90 days maturity. The interest for this loan is a flat fee of $1,111. On August 30, 2017, the Company repaid this loan. In September 2017, the Company borrowed $77,333 from an American Express working capital line with 90 days maturity. The interest for this loan is a flat fee of $1,160. In November 2017, $42,479 was drawn from the line of credit and $78,493 was paid back in December 2017. As of December 31, 2017, there was $42,479 outstanding and approximately $97,000 available borrowings under the working capital line. In December 2017, Immudyne PR received two working capital loans from related parties for $50,000 and $75,000 respectively. The loans accrue at 2% interest per month and mature in February 2018. Accrued interest relating to the loans were $1,867 as of December 31, 2017. Interest expense related to loans from officers, directors and other related individuals amounted to $5,939 and $5,416 for the years ended December 31, 2017 and 2016, respectively. Total interest expense on notes payable, inclusive of amortization of debt discount of $81,556 and $33,715, amounted to $100,523 and $48,611 for the years ended December 31, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 4 . Income Taxes At December 31, 2017, the Company has approximately $3,343,000 of operating loss carryforwards for federal that may be applied against future taxable income. The net operating loss carryforwards will begin to expire in the year 2021 if not utilized prior to that date, expiring during various year through 2037. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 34% to 21%. The most significant impact of the legislation for the Company was a $242,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from statutory rate of 34% to 21%. The valuation allowance overall decreased by approximately $343,000 during the year ended 2017 and increased by approximately $651,000 during the year 2016, and was approximately $1,238,000 and $1,581,000 at December 31, 2017 and 2016, respectively. The Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards. The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets were as follows: December 31 2017 2016 Net operating loss $ 848,000 $ 1,344,000 Accounts receivable reserves - 30,000 Inventory reserves 3,000 7,000 Stock compensation 387,000 200,000 Net deferred tax asset 1,238,000 (1,581,000 ) Valuation allowance (1,238,000 ) (1,581,000 ) 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 5 . Stockholders’ Equity Common Stock 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. At December 31, 2017 and December 31, 2016, the unamortized portion of these service agreements are $0 and $306,667, respectively. 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. In January 2017, the Company issued 1,183,490 shares of common stock pursuant to a conversion of Immudyne PR equity contributions of $272,203 into equity of Immudyne, Inc. by the noncontrolling interest. In January 2017, the Company issued 217,391 shares of common stock in relation to issuance of a $210,000 note payable. In the first quarter of 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 exercisable any time prior to the second anniversary of the issuance. The warrants are paired with the stock on the basis of one warrant for every two shares of stock purchased. During 2017, the Company received subscriptions in the amount of 2,927,156 shares and issued 1,463,578 warrants and proceeds in the amount of $673,246. Common Stock In March 2017, the Company issued 755,179 shares of common stock for the conversion of the outstanding balance of three notes payable totaling $499,802 (see Note 3). 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. During the second quarter of 2017 the Company received subscriptions in the amount of 110,000 shares and issued 55,000 warrants and proceeds in the amount of $25,300. On June 1, 2017, the Company entered into an agreement with a consultant to provide services, with a six-month term, and issued 125,000 shares of common stock as compensation. The shares were valued at $45,000 and the Company is recognizing the expense over the term of the agreement. For the year ending December 31, 2017, $45,000 has been expensed and included in compensation and related expenses on the consolidated statement of operations. In July 2017, the Company and JLS Ventures entered into a separate three year incentivized second amendment to a Service Agreement effective July 1, 2017. As compensation, the Company issued 900,000 shares of common stock valued at $432,000. The Company is recognizing the expense over the term of the agreement. For the year ending December 31, 2017, $72,000 has been expensed and included in compensation and related expenses on the consolidated statement of operations. In July 2017, Mark McLaughlin, the Company’s former President and Chief Executive Officer, exercised 1,500,000 warrants on a cashless basis and was issued 1,140,000 shares of common stock. In July 2017, Mark McLaughlin exercised 1,000,000 options on a cashless basis and was issued 800,000 shares of common stock. In July 2017, Mark McLaughlin exercised 339,473 options on a cashless basis and was issued 271,579 shares of common stock. In August 2017, the Company issued 100,000 shares of common stock valued at $40,000 to Acorn Management Partners L.L.C. (“Acorn”) for financial advisory, strategic business planning and other investor relation services. The Company is recognizing the expense over the term of the agreement. For the year ending December 31, 2017, $40,000 has been expensed and included in compensation and related expenses on the consolidated statement of operations. In August 2017, the Company issued 50,000 shares of common stock valued at $20,000 to BV Global Fulfillment, LLC (“BV Global”) for fulfillment services. In November 2017, the Company issued 100,000 shares of common stock valued at $44,000 to an employee as a bonus. In November 2017, the Company issued 135,721 shares of common stock pursuant to a conversion of Immudyne PR equity contributions of $31,216 into equity of Immudyne, Inc. by the noncontrolling interest. 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 $63,377. In 2017, the net change in loans, contributions and distributions by other members of Immudyne PR resulted an increase in noncontrolling interests of $119,894. During 2017, the Company issued a total of 1,319,211 shares of common stock and 659,606 warrants pursuant to a conversion of Immudyne PR equity contributions of $303,418 into equity of Immudyne, Inc. by the noncontrolling interest. For the years ended December 31, 2017 and 2016, the net income (loss) of Immudyne PR attributed the Company amounted to $(12,488) and (115,749), respectively. Service-Based Stock Options In May 2016, the Company issued 175,000 service-based options valued at $40,829 to two consultants at exercise prices of $0.20 per share. The options are fully vested and expire in 10 years. 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. In January 2017, the Company issued 100,000 service-based options valued at $24,109 to Brunilda McLaughlin as additional compensation in an employment agreement. These options have an exercise price of $0.40 per shares, are fully vested, and expire in 10 years. In February 2017, the Company issued 500,000 service-based options valued at $113,522 to a director with an exercise price of $0.20 per share. The options are fully vested and expire in 10 years. In July 2017, the Company issued 75,000 service-based options valued at $20,985 to Brunilda McLaughlin as additional compensation in an employment agreement. These options have an exercise price of $0.35 per shares, are fully vested, and expire in 10 years. In July 2017, the Company issued 300,000 service-based options valued at $83,939 to three directors with an exercise price of $0.35 per share. The options are fully vested and expire in 10 years. In July 2017, the Company issued 125,000 service-based options valued at $49,219 to a consultant with an exercise price of $0.40 per share. The options are fully vested and expire in 5 years. In July 2017, the Company issued Mark McLaughlin a ten year option to buy 750,000 shares at $0.35 vesting one-third or 250,000 shares upon signing, and 250,000 shares on July 1, 2018 and 250,000 shares on July 1, 2019. Once the options are fully vested, they expire in 10 years. The options vested at December 31, 2017 are valued at $69,949. On October 1, 2017, Michael Borenstein was appointed to our Board of Directors. As a director, Mr. Borenstein received a ten-year, fully-vested option to purchase 100,000 shares of our common stock at a price of $0.35 per share. In addition, Mr. Borenstein received four ten-year options to each purchase 75,000 shares of our common stock at prices of $0.25, $0.25, $0.35, and $0.35 per share, which vest upon the Company earning $4,000,000, $5,000,000, $6,000,000 and $7,000,000 in earnings before income taxes, respectively. In October 2017, the Company entered into a consulting agreement with Mr. Kalkstein and issued him a ten-year option to buy 500,000 shares at $0.40 vesting 30% upon signing, 35% shall vest on the two-year anniversary of this Agreement and 35% shall vest on the three year anniversary of this Agreement. Once the options are fully vested, they expire in 10 years. The fair value of the options upon issuance was $199,897 to be recognized as an expense over the three-year term of the agreement. For the year ended December 31, 2017 $16,658 has been recognized as expense. Accordingly, stock based compensation for the years ended December 31, 2017 and 2016 included $599,354 and $63,206, 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, 2015 11,025,273 Exercised 300,000 Expired 50,000 Cancelled (250,000 ) Issued 275,000 Balance at December 31, 2016 10,700,273 Issued 1,600,000 Exercised (1,339,473 ) Balance at December 31, 2017 10,960,800 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, 2017 and 2016 amounted to $1,210,342 and $704,794, respectively. The intrinsic value of options exercised for years ending December 31, 2017 and 2016 was $267,895 and $54,000, respectively. The significant assumptions used to determine the fair values of options issued, using a Black-Scholes option-pricing model are as follows: Significant assumptions: Risk-free interest rate at grant date 1.49% - 1.98 % Expected stock price volatility 194% - 217 % Expected dividend payout — Expected option life-years 3 years Weighted average grant date fair value $ 0.23 - 0.41 Forfeiture rate 0 % The following is a summary of outstanding service-based options at December 31, 2017: Exercise Price Number of Weighted Average Remaining Contractual Life $0.10 40,800 1 year $0.20 - $0.25 8,620,000 5 years $0.35 725,000 10 years $0.40 1,575,000 5 years Total 10,960,800 Performance-Based Stock Options Vested In 2016, the Company granted performance-based options to purchase 2,925,000 shares of common stock at exercise prices of $0.40. The options expire at various dates between 2021 and 2026 and are exercisable upon the Company achieving annual sales revenue of $5,000,000. The Company recorded stock based compensation expense of $120,867 for the year ended December 31, 2016, related to these performance-based options. During the year ended December 31, 2016, the Company cancelled 287,500 of these service-based options issued to two consultants, valued at $17,999. In February 2017, the Company granted performance-based options to purchase 250,000 shares of common stock at exercise prices of $0.40. The options expire in 2027 and are exercisable upon the Company achieving annual sales revenue of $5,000,000. The options are valued at $55,439. During 2017, the Company met the performance criteria. The Company recorded stock based compensation expense of $55,439 for the year ended December 31, 2017, related to these performance-based options. Unvested The Company granted performance-based options to purchase 900,000 shares of common stock at exercise price of $0.80. The options expire at various dates between 2021 and 2027 and are exercisable upon the Company achieving annual sales revenue of $10,000,000. During 2017, these unvested options were cancelled. In July 2017, the Company granted performance-based options to purchase 6,000,000 shares of common stock with an exercise prices of $0.35 per share. The options expire in 10 years and are exercisable upon cash received by Immudyne, Inc. from Immudyne PR between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $1,688,212. In the third quarter of 2017, the Company granted performance-based options to purchase 3,150,000 shares of common stock with an exercise prices of $0.25 and $0.35 per share. The options expire in 10 years and are exercisable upon the company achieving pre-tax earnings benchmarks between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $910,146. In the fourth quarter of 2017, the Company granted performance-based options to purchase 600,000 shares of common stock with an exercise prices of $0.25 and $0.35 per share. The options expire in 10 years and are exercisable upon the company achieving pre-tax earnings benchmarks between $4,000,000 and $7,000,000. The aggregate fair value of these performance-based options is $242,709. Warrants The following is a summary of outstanding and exercisable warrants: Number of Shares Weighted Average Exercise Price Year of 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 Issued 2,634,228 0.40 2018 - 2020 Exercised (1,500,000 ) 0.12 2017 Balance at December 31, 2017 3,089,119 0.40 2018 - 2020 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. In January 2017, the Company issued 591,745 warrants with an exercise price of $0.40 per share, in relation to an issuance of common stock for the conversion of an equity contribution into Immudyne PR by the noncontrolling interest. These warrants are fully vested and expire in two years. In March 2017, the Company issued 402,348 warrants with an exercise price of $0.40 per share, in relation to an issuance of common stock for the conversion of debt. These warrants are fully vested and expire in two years. In the first quarter of 2017, the Company issued 1,408,578 warrants with an exercise price of $0.40 per share, in relation to a sale of common stock. These warrants are fully vested and expire in two years. In April 2017, the Company issued 55,000 warrants with an exercise price of $0.40 per share, in relation to a sale of common stock. These warrants are fully vested and expire in two years. In April 2017, the Company issued 108,696 warrants with an exercise price of $0.40 per share, in relation to an issuance of common stock for conversion of a payable. These warrants are fully vested and expire in three years. In November 2017, the Company issued 67,861 warrants with an exercise price of $0.40 per share, in relation to an issuance of common stock for conversion of an equity contribution into Immudyne PR by the noncontrolling interest. These warrants are fully vested and expire in three years. Warrants outstanding and exercisable amounted to 3,089,119 and 1,954,891 at December 31, 2017 and 2016, respectively. The weighted average exercise price of warrants outstanding at December 31, 2017 and 2016 is $0.40 and $0.19, respectively. The warrants expire at various times between December 2017 and September 2019. The fair value of options and warrants granted (or extended) during the years ended December 31, 2017 and 2016, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2017 2016 Expected volatility 215 % 203 % Risk free interest rate 1.52 % .88 % Expected dividend yield - - Expected option term (in years) 3 2 - 3 Weighted average grant date fair value $ 0.32 $ 0.20 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 the market price is 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, with any changes in fair value being recorded through our statement of operations. We reported 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 agreements to remove the provisions which require this treatment. On September 21, 2017, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State increasing the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000, which enabled the Company to reclassify the derivative liability. The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on th e price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. ● Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. ● Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017: Quoted Prices in Active Significant Balance at Markets for Other Significant December 31, 2017 Identical Assets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair value of liability for derivative instruments $ — $ — $ — $ — Total $ — $ — $ — $ — The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016: Quoted Prices in Active Significant Balance at Markets for Other Significant December 31, 2016 Identical Assets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair value of liability for derivative instruments $ 192,254 $ — $ — $ 192,254 Total $ 192,254 $ — $ — $ 192,254 Reclass from APIC to derivatives 132,858 Newly issued securities as derivatives 59,397 Derivative Value 12/31/16 192,254 Settlement upon repayment-convertible debt (59,397 ) Newly issued securities as derivatives 1,098,703 Reclass from APIC to derivatives 530,138 Change in fair value 48,192 Derivative Value 3/31/17 1,809,890 Newly issued securities as derivatives 67,146 Change in fair value (922,022 ) Derivative Value 6/30/17 955,014 Newly issued securities as derivatives 49,219 Reclass from APIC to derivatives 115,714 Change in fair value 377,213 Derivative Value 9/21/17 1,497,160 Reclass from liability to equity (1,497,160 ) Derivative Value 9/30/17 - The fair value of derivative liabilities during the years ended December 31, 2017 and 2016, was estimated using the Black-Scholes option-pricing model with the following assumptions: 2017 2016 Expected volatility 125%-214 % 130%-217 % Risk free interest rate 1.24%-2.65 % 1.20%-1.47 % Expected dividend yield - - Expected life (in years) 2 - 8 1 - 3 The unobservable inputs that had the greatest sensitivity to change in valuation were stock price volatility and expected life. Stock Based Compensation The total stock based compensation expense related to Service-Based Stock Options, Performance-Based Stock Options and Warrants issued for service amounted to $1,001,679 and $587,991 for the years ended December 31, 2017 and 2016, respectively. Such amounts are included in compensation and related expenses in the consolidated statement of operations. |
Royalties
Royalties | 12 Months Ended |
Dec. 31, 2017 | |
Royalties [Abstract] | |
Royalties | 6 . Royalties The Company was subject to a royalty agreement based upon sales of certain skin care products. The agreement required the Company to pay a royalty based upon 8% of such sales, up to $227,175. During the year ended December 31, 2015 the Company’s sales reached the maximum amount under which the Company was required to pay a royalty under this agreement. Royalty expense for the years ended December 31, 2017 and 2016 amounted to $-0- in both years. 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, 2017 and 2016 was $56,579 in regards to this agreement. The Company is subject to a royalty agreement based upon sales of certain hair care products. For the year ended December 31, 2017, the Company recognized $79,360 in royalty expense related to this agreement. As of December 31, 2017, the $14,039 was included in accounts payable and accrued expenses in regards to this agreement. In addition, the Company shall pay a performance fee in relation to this agreement. In April 2017, the Company issued 217,390 shares of common stock and 108,696 warrants, pursuant to a subscription agreement, for the stated consideration and satisfaction of obligation to pay $50,000 of the performance fee (see Note 7). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7 . Commitments and Contingencies Leases The Company leases a plant in Kentucky under an operating lease which expired on May 31, 2016. Management is currently discussing renewal lease options for the Kentucky plant and is operating on a month-to-month lease arrangement until a final agreement has been accepted. Monthly base rental payments are approximately $9,000. Our principal executive offices are in office space provided to us by the former 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 and CEO) and incurs expense of approximately $4,000 a month for this office space. Rent expense for the years ended December 31, 2017 and 2016, was $162,760 and $139,030, 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. In August 2017, the Company entered into a Professional Service Agreement with Acorn Management Partners L.L.C. (“Acorn”) for financial advisory, strategic business planning and other investor relation services for one year effective August 8, 2017. During the term of the Agreement, Acorn shall receive $7,500 cash monthly. As additional compensation, the Company shall issue within five (5) days of signing 100,000 shares of the Company’s common stock and upon each three (3) month period thereafter during the term of the Agreement an additional 100,000 shares of the Company’s common stock for a total of 400,000 shares of the Company’s common stock. 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. A total of $306,667 was expensed during the year 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, 2017 no bonus shares have been issued and no options have been granted under this agreement. Sole and Exclusive License, Royalty, and Advisory Agreement On September 1, 2016 Immudyne PR entered into a sole and exclusive license, royalty and advisory agreement with Pilaris Laboratories, LLC (“Pilaris”) relating to Pilaris’ PilarisMax shampoo formulation and conditioner. The term of the agreement will be the life of the US Patent held by Pilaris. As consideration for granting Immudyne PR this license, Pilaris will receive on quarterly basis, 10% of the net income collected by the licensed products based on the following formula: Net Income = total income – cost of goods sold – advertising and operating expenses directly related to the marketing of the licensed products. In addition, Immudyne PR shall pay Pilaris a performance fee of $50,000 on the 180-day anniversary of the agreement and an additional $50,000 performance fee on the 365-day anniversary of the agreement. For the year ended December 31, 2017, the Company recognized expenses related to the performance fee in the amount of $100,000. In April 2017, the Company issued 217,390 shares of common stock and 108,696 warrants, pursuant to a subscription agreement, for the stated consideration and satisfaction of obligation to pay $50,000 on the 180-day anniversary of the execution of this agreement. As of December 31, 2017, the balance in accounts payable and accrued expenses is $14,039 related to this agreement. Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. At December 31, 2017, 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, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8 . Related Party Transactions Legal and business advisory services were provided to the Company by one of its directors. For the years ended December 31, 2017 and 2016 this director was compensated $7,500 and $16,145, respectively. During the years ended December 31, 2017 and 2016, the Company’s former President received $24,000 and $24,000, respectively for reimbursement of home office expenditures, including rent, utilities and other related expenses for two offices. Immudyne, Inc. employs the wife of the former 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 $286,833 and $19,800 for the years ended December 31, 2017 and 2016, respectively, 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 the CEO, provides credit card processing services through one or more merchant banks. JLS Ventures LLC did not receive any compensation for these services. JSDC, Inc., owned by CEO, provides credit card processing services through one or more merchant banks. JSDC, Inc. did not receive any compensation for these services. Immudyne PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (President and CEO) incurs expense of approximately $4,000 a month for this office space. In December 2017, Immudyne PR received two working capital loans from Robert Kalkstein, the Company’s CFO, and from Mr. Schreiber for $50,000 and $75,000, respectively. The loans accrue at 2% interest per month and mature in February 2018. Accrued interest relating to the loans were $1,867 as of December 31, 2017. During 2017, the Company issued a total of 1,319,211 shares of common stock to Mr. Schreiber pursuant to a conversion of Immudyne PR equity contributions of $303,419 into equity of Immudyne, Inc. On November 20, 2017, the Company entered into an agreement (the “ Agreement JOJ The transaction was determined not to meet the criteria for recognition as an exchange transaction, therefore no asset or liability has been recorded in the financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9 . Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued. On January 30, 2018, Mark McLaughlin resigned as President and CEO, and Justin Schreiber was appointed as the Company’s President and CEO. Additionally, Mr. McLaughlin agreed to purchase the assets and liabilities of the Immudyne Inc.’s yeast beta glucan manufacturing business for $850,000. On February 7, 2018, the Company and Mr. McLaughlin entered into an amendment to the asset purchase agreement to amend the purchase price of the assets, whereby Mr. McLaughlin agreed, through Newco, to purchase the assets of the yeast beta glucan manufacturing business, for the following: (i) two million (2,000,000) shares of the Company’s common stock payable on February 12, 2018 the Closing Date, (ii) One Hundred and Ninety Thousand Dollars ($190,000) payable on the Closing Date, and (c) Two Hundred Thousand Dollars ($200,000) payable within 120 days following the Closing Date. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, the Company consolidated nine VIEs. Immudyne PR is 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. 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 The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, returns and allowances, the accounting for derivatives, the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. |
Derivative Liabilities | Derivative Liabilities 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 derivative 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 the market price is variable, it is possible that the Company could have insufficient authorized shares to satisfy a cashless exercise. In this scenario, if the Company were unable to obtain shareholder approval to increase the number of authorized shares, the Company 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 the Company record the potential settlement obligation at each reporting date using the current estimated fair value of these contracts, with any changes in fair value being recorded through our statement of operations. The Company had reported the potential settlement obligation as a derivative liability. In the third quarter of 2017, the Company obtained a majority of shareholders’ approval and amended its Articles of Incorporation to increase the number of shares of its authorized common stock, therefore the derivative liability is no longer applicable. |
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, 2017 and December 31, 2016, 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 net realizable value 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 net realizable, if lower. At December 31, 2017 and December 31, 2016, the Company recorded an inventory reserve in the amount of $27,500 and $20,000, respectively. Inventory consists of the following: December 31, December 31, Raw materials $ 25,869 $ 38,460 Finished products 681,292 121,810 $ 707,161 $ 160,270 |
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 in the year ended December 31, 2017 and 2016 approximated $300,000 and $1,926,000, respectively. 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, 2017 consists of nutraceutical and cosmetic additives ($1,369,429) and finished cosmetic products ($3,685,277). Revenue for the year ended December 31, 2016 consisted of nutraceutical and cosmetic additives ($997,964) and finished cosmetic products ($4,240,640). |
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, 2017 and 2016 the accounts receivable reserve was approximately $0 and $37,800, respectively. At December 31, 2017 and 2016, the reserve for sales returns and allowances was approximately $23,200 and $50,500, respectively. |
Segments | Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. 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, 2017 December 31, 2016 Nutraceutical and Cosmetic Additives $ 440,310 $ 350,370 Finished Cosmetic Products 834,000 446,504 Eliminations (10,500 ) (7,050 ) Total $ 1,263,810 $ 789,824 Year ended December 31, December 31, Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,372,879 $ 1,024,264 Finished Cosmetic Products 3,685,277 4,240,640 Eliminations (3,450 ) (26,300 ) Total $ 5,054,706 $ 5,238,604 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 160,821 $ 164,286 Finished Cosmetic Products (36,085 ) (388,121 ) Other unallocated amounts: Corporate expenses (1,195,297 ) (950,847 ) Other income (expense) – net (147,888 ) (48,611 Consolidated income (loss) from operations $ (1,218,449 ) $ (1,223,293 ) |
Reclassifications | Reclassifications Certain reclassifications have been made to conform the prior year’s data to the current presentation. These reclassifications have no effect on previously reported operations, stockholders’ equity (deficit) or cash flows. in which the current (and prior year) asset elimination only includes the accounts receivables due from Immudyne PR, LLC to Immudyne, Inc. for purchase of inventory. All other inter-company balances have been excluded from total assets for each reportable segment. |
Income Taxes | Income Taxes The Company files Corporate Federal and State tax returns, while Immudyne PR, which was formed as a limited liability company, 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, 2014, 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 17,224,919 options and warrants for the year ended December 31, 2017 have not been included in the loss per share calculations as the effects are anti-dilutive. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. 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, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We have reviewed ASC 842 and have determined that it will not have any material effect on our financial statements and related disclosures. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard (“ASC 606”) provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Topic defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The two permitted transition methods under the new standard are the full retrospective method or the modified retrospective method. The new standard is effective for annual reporting periods beginning after December 15, 2017, and accordingly we are required to adopt this standard effective January 1, 2018, the beginning of our fiscal year. We have reviewed ASC 606 and have determined that it will not have any material effect on our revenue recognition. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company adopted ASU 2015-11 in 2017 and it does not have a material effect 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 adopted ASU 2014-15 in 2016 and it does not have a material effect on the Company's consolidated financial statements or related disclosures. 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. |
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 25% and 15% of consolidated sales for the years ended December 31, 2017 and 2016, respectively. This customer accounted for 65% and 11% of accounts receivable at December 31, 2017 and December 31, 2016, 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, 2017 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of inventory | December 31, December 31, Raw materials $ 25,869 $ 38,460 Finished products 681,292 121,810 $ 707,161 $ 160,270 |
Summary of reportable segments | Total assets: December 31, 2017 December 31, 2016 Nutraceutical and Cosmetic Additives $ 440,310 $ 350,370 Finished Cosmetic Products 834,000 446,504 Eliminations (10,500 ) (7,050 ) Total $ 1,263,810 $ 789,824 Year ended December 31, December 31, Net sales by segment: Nutraceutical and Cosmetic Additives $ 1,372,879 $ 1,024,264 Finished Cosmetic Products 3,685,277 4,240,640 Eliminations (3,450 ) (26,300 ) Total $ 5,054,706 $ 5,238,604 Net (loss) income by segment: Nutraceutical and Cosmetic Additives $ 160,821 $ 164,286 Finished Cosmetic Products (36,085 ) (388,121 ) Other unallocated amounts: Corporate expenses (1,195,297 ) (950,847 ) Other income (expense) – net (147,888 ) (48,611 Consolidated income (loss) from operations $ (1,218,449 ) $ (1,223,293 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Summary of deferred tax asset | December 31 2017 2016 Net operating loss $ 848,000 $ 1,344,000 Accounts receivable reserves - 30,000 Inventory reserves 3,000 7,000 Stock compensation 387,000 200,000 Net deferred tax asset 1,238,000 (1,581,000 ) Valuation allowance (1,238,000 ) (1,581,000 ) Total $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Quoted Prices in Active Significant Balance at Markets for Other Significant December 31, 2017 Identical Assets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair value of liability for derivative instruments $ — $ — $ — $ — Total $ — $ — $ — $ — Quoted Prices in Active Significant Balance at Markets for Other Significant December 31, 2016 Identical Assets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair value of liability for derivative instruments $ 192,254 $ — $ — $ 192,254 Total $ 192,254 $ — $ — $ 192,254 Reclass from APIC to derivatives 132,858 Newly issued securities as derivatives 59,397 Derivative Value 12/31/16 192,254 Settlement upon repayment-convertible debt (59,397 ) Newly issued securities as derivatives 1,098,703 Reclass from APIC to derivatives 530,138 Change in fair value 48,192 Derivative Value 3/31/17 1,809,890 Newly issued securities as derivatives 67,146 Change in fair value (922,022 ) Derivative Value 6/30/17 955,014 Newly issued securities as derivatives 49,219 Reclass from APIC to derivatives 115,714 Change in fair value 377,213 Derivative Value 9/21/17 1,497,160 Reclass from liability to equity (1,497,160 ) Derivative Value 9/30/17 - |
Schedule of fair value of derivative liabilities using Black-Scholes option-pricing model | 2017 2016 Expected volatility 125%-214 % 130%-217 % Risk free interest rate 1.24%-2.65 % 1.20%-1.47 % Expected dividend yield - - Expected life (in years) 2 - 8 1 - 3 |
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, 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 Issued 2,634,228 0.40 2018 - 2020 Exercised (1,500,000 ) 0.12 2017 Balance at December 31, 2017 3,089,119 0.40 2018 - 2020 |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing model | 2017 2016 Expected volatility 215 % 203 % Risk free interest rate 1.52 % .88 % Expected dividend yield - - Expected option term (in years) 3 2 - 3 Weighted average grant date fair value $ 0.32 $ 0.20 |
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, 2015 11,025,273 Exercised 300,000 Expired 50,000 Cancelled (250,000 ) Issued 275,000 Balance at December 31, 2016 10,700,273 Issued 1,600,000 Exercised (1,339,473 ) Balance at December 31, 2017 10,960,800 |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing model | Significant assumptions: Risk-free interest rate at grant date 1.49% - 1.98 % Expected stock price volatility 194% - 217 % Expected dividend payout — Expected option life-years 3 years Weighted average grant date fair value $ 0.23 - 0.41 Forfeiture rate 0 % |
Summary of outstanding service-based options exercise price | Exercise Price Number of Weighted Average Remaining Contractual Life $0.10 40,800 1 year $0.20 - $0.25 8,620,000 5 years $0.35 725,000 10 years $0.40 1,575,000 5 years Total 10,960,800 |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | Apr. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 |
Organization and Going Concern (Textual) | ||||
Accumulated deficit | $ (9,693,882) | $ (10,899,843) | ||
Reduction in noncontrolling interest | ||||
Additional paid-in-capital [Member] | ||||
Organization and Going Concern (Textual) | ||||
Reduction in noncontrolling interest | $ 91,612 | $ 91,612 | ||
Immudyne PR LLC [Member] | ||||
Organization and Going Concern (Textual) | ||||
Percentage of ownership equity interest | 78.1667% | |||
Innate Skincare, LLC [Member] | ||||
Organization and Going Concern (Textual) | ||||
Percentage of ownership equity interest | 33.30% | |||
Percentage of voting controlling interest | 51.00% |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of inventory | ||
Raw materials | $ 25,869 | $ 38,460 |
Finished products | 681,292 | 121,810 |
Inventory, net | $ 707,161 | $ 160,270 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of reportable segments [Line Items] | ||
Total assets | $ 1,263,810 | $ 789,824 |
Net sales by segment | 5,054,706 | 5,238,604 |
Net (loss) income by segment: | (1,218,449) | (1,223,293) |
Other unallocated amounts: | ||
Corporate expenses | (1,195,297) | (950,847) |
Other income (expense) - net | (147,888) | (48,611) |
Consolidated income (loss) from operations | (1,218,449) | (1,223,293) |
Nutraceutical and Cosmetic Additives [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 440,310 | 350,370 |
Net sales by segment | 1,372,879 | 1,024,264 |
Net (loss) income by segment: | 160,821 | 164,286 |
Finished Cosmetic Products [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 834,000 | 446,504 |
Net sales by segment | (3,685,277) | (4,240,640) |
Net (loss) income by segment: | (36,085) | (388,121) |
Eliminations [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | (10,500) | (7,050) |
Net sales by segment | $ (3,450) | $ (26,300) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies (Textual) | ||
Non-controlling interest rate | 21.833% | |
Inventory reserve | $ 27,500 | $ 20,000 |
Customer discounts, returns and rebates | 300,000 | $ 1,926,000 |
Antidilutive securities excluded from computation of earnings per share | 16,302,447 | |
Revenue | 5,054,706 | $ 5,238,604 |
Accounts receivable reserve | 0 | 37,800 |
Sales returns and allowances | $ 23,200 | $ 50,500 |
Consolidated VIE, description | Company consolidated nine VIEs. | Company consolidated nine VIEs. |
Noncontrolling interests, description | 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. | |
Income tax, description | More than 50 | |
Nutraceutical and Cosmetic Additives [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 25.00% | 15.00% |
Revenue | $ 1,372,879 | $ 1,024,264 |
Finished Cosmetic Products [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenue | $ (3,685,277) | $ (4,240,640) |
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 | 65.00% | 11.00% |
Option [Member] | Warrant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | 17,224,919 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Nov. 30, 2015 | Nov. 30, 2015 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2017 | Oct. 31, 2016 | Aug. 31, 2016 | |
Notes Payable (Textual) | ||||||||||||||
Borrowed from commercial lender | $ 100,000 | $ 878,855 | $ 200,000 | |||||||||||
Interest rate on notes payable | 11.00% | 11.00% | 2.00% | |||||||||||
Maturity date on notes payable | Feb. 28, 2018 | |||||||||||||
Interest expense | $ 100,523 | 48,611 | ||||||||||||
Interest rate period | 11.00% | |||||||||||||
Common stock shares issued | 62,500 | |||||||||||||
Issuance of common stock in relation to debt offering | 56,522 | 58,750 | ||||||||||||
Amortization of debt discount | 91,557 | 33,715 | ||||||||||||
Repaid of principal amount | $ 70,000 | $ 81,420 | 68,600 | |||||||||||
Common stock for maximum offering | $ 200,000 | |||||||||||||
Convertible promissory note | $ 25,035 | |||||||||||||
Conversion price | $ 0.23 | |||||||||||||
Exercise price | $ 0.40 | |||||||||||||
Term of warrant | 3 years | |||||||||||||
Original debt, discount | 2.00% | |||||||||||||
Common stock shares issued related promissory note | 217,391 | |||||||||||||
Interest expense on notes | $ 1,713 | $ 5,416 | ||||||||||||
Borrowing amount | $ 499,802 | 25,000 | $ 210,000 | |||||||||||
Flat fee | $ 250 | |||||||||||||
Agreement term | 60 days | |||||||||||||
Converted remaining principle balance | 140,000 | 49,980 | ||||||||||||
Conversion of fair market value shares and warrants issued | 566,030 | 179,384 | ||||||||||||
Loss on settlement of notes payable | 423,818 | 129,404 | ||||||||||||
Accrued interest | $ 2,212 | 1,867 | ||||||||||||
Borrowings under working capital | 97,000 | |||||||||||||
Working capital | 50,000 | |||||||||||||
Line of credit | 78,493 | |||||||||||||
Outstanding borrowings | 42,479 | 131,400 | $ 42,479 | |||||||||||
Interest expense loan | 0 | $ 9,479 | ||||||||||||
Related Party [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Working capital | $ 75,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Common stock shares issued | 217,391 | 250,000 | ||||||||||||
Issuance of common stock in relation to debt offering | $ 2,174 | $ 2,500 | ||||||||||||
Converted remaining principle balance, shares | 559,179 | 196,000 | ||||||||||||
Warrant [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Converted remaining principle balance, shares | 304,348 | 98,000 | ||||||||||||
Promissory note [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Interest rate on notes payable | 11.00% | |||||||||||||
Common stock shares issued | 250,000 | |||||||||||||
Amortization of debt discount | $ 58,750 | $ 25,035 | $ 33,715 | |||||||||||
Original debt, discount | 5.00% | |||||||||||||
Original debt, principle amount | $ 210,000 | |||||||||||||
Borrowing amount | $ 200,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 150,000 | |||||||||
Promissory note one [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Borrowing amount | $ 50,000 | 50,000 | ||||||||||||
Promissory note two [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Borrowing amount | $ 100,000 | |||||||||||||
Officer [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Maturity date on notes payable | Feb. 28, 2017 | |||||||||||||
Convertible promissory note | $ 100,000 | |||||||||||||
American Express Working Capital [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Borrowing amount | $ 77,333 | $ 74,043 | ||||||||||||
Flat fee | $ 1,160 | $ 1,111 | ||||||||||||
Agreement term | 90 days | 90 days | ||||||||||||
Officers, directors and other related individuals [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Interest expense | $ 5,939 | $ 5,416 | ||||||||||||
Commercial Lender [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Maturity date on notes payable | Nov. 1, 2016 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Components of deferred tax liabilities and assets | ||
Net operating loss | $ 848,000 | $ 1,344,000 |
Accounts receivable reserves | 30,000 | |
Inventory reserves | 3,000 | 7,000 |
Stock compensation | 387,000 | 200,000 |
Net deferred tax asset | 1,238,000 | (1,581,000) |
Valuation allowance | (1,238,000) | (1,581,000) |
Total |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 3,343,000 | |
Operating loss carryforwards, expiration date | Dec. 31, 2037 | |
Increase or decrease in valuation allowance | $ 343,000 | $ 651,000 |
Valuation allowance | 1,238,000 | $ 1,581,000 |
Reduction in net deferred tax assets | $ 242,000 | |
Effective income tax rate, description | The Act reduces the US federal corporate tax rate from 34% to 21%. The most significant impact of the legislation for the Company was a $242,000 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from statutory rate of 34% to 21%. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning Balance | 1,954,891 | |
Number of Options/Warrants, Ending balance | 3,089,119 | 1,954,891 |
Service-Based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning Balance | 10,700,273 | 11,025,273 |
Number of Options, Issued | 1,600,000 | 275,000 |
Number of Options, Exercised | (1,339,473) | 300,000 |
Number of Options, Expired | 50,000 | |
Number of Options, Cancelled | (250,000) | |
Number of Options/Warrants, Ending balance | 10,960,800 | 10,700,273 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing mode | |
Expected dividend payout | |
Expected option life-years | 3 years |
Forfeiture rate | 0.00% |
Minimum [Member] | |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing mode | |
Risk-free interest rate at grant date | 1.49% |
Expected stock price volatility | 194.00% |
Weighted average grant date fair value | $ 0.23 |
Maximum [Member] | |
Summary of significant assumptions used to determine fair values of options issued using Black-Scholes option-pricing mode | |
Risk-free interest rate at grant date | 1.98% |
Expected stock price volatility | 217.00% |
Weighted average grant date fair value | $ 0.41 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of outstanding service-based options | |||
Number of Options | 3,089,119 | 1,954,891 | |
Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Number of Options | 10,960,800 | 10,700,273 | 11,025,273 |
$0.10 [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.10 | ||
Number of Options | 40,800 | ||
Weighted Average Remaining Contractual Life | 1 year | ||
$0.20 - $0.25 [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Number of Options | 8,620,000 | ||
Weighted Average Remaining Contractual Life | 5 years | ||
$0.20 - $0.25 [Member] | Minimum [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.20 | ||
$0.20 - $0.25 [Member] | Maximum [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | 0.25 | ||
$.35 [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.35 | ||
Number of Options | 725,000 | ||
Weighted Average Remaining Contractual Life | 10 years | ||
$0.40 [Member] | Service-Based Stock Options [Member] | |||
Summary of outstanding service-based options | |||
Exercise Price | $ 0.40 | ||
Number of Options | 1,575,000 | ||
Weighted Average Remaining Contractual Life | 5 years |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning Balance | 1,954,891 | |
Number of Options/Warrants, Ending balance | 3,089,119 | 1,954,891 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/Warrants, Beginning Balance | 1,954,981 | 1,750,000 |
Number of Shares, Issued | 2,634,228 | 454,891 |
Number of Shares, Expired | (250,000) | |
Number of Shares, Exercised | (1,500,000) | |
Number of Options/Warrants, Ending balance | 3,089,119 | 1,954,981 |
Weighted Average Exercise Price, Beginning Balance, | $ 0.19 | $ 0.16 |
Weighted Average Exercise Price, Issued | 0.40 | 0.42 |
Weighted Average Exercise Price, Expired | 0.40 | |
Weighted Average Exercise Price, Exercised | 0.12 | |
Weighted Average Exercise Price, Ending Balance, | $ 0.40 | $ 0.19 |
Year of Expiration, Beginning Balance | 2017-2019 | 2016 - 2017 |
Year of Expiration, Issued | 2018 - 2020 | 2018 - 2019 |
Year of Expiration, Expired | 2,016 | |
Year of Expiration, Exercised | 2,017 | |
Year of Expiration, Ending Balance | 2018 - 2020 | 2017-2019 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of fair value of options and warrants granted using black-scholes option-pricing model with weighted-average assumptions | ||
Expected volatility | 215.00% | 203.00% |
Risk free interest rate | 1.52% | 0.88% |
Expected dividend yield | ||
Expected option term (in years) | 3 years | |
Weighted average grant date fair value | $ 0.32 | $ 0.20 |
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 | |
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 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability for derivative instruments | $ 192,254 | |
Total | 192,254 | |
Change in fair value | (502,830) | |
Derivative Value 12/31/16 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 192,254 | |
Reclass from APIC to derivatives | 132,858 | |
Newly issued securities as derivatives | 59,397 | |
Derivative Value 3/31/17 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,809,890 | |
Reclass from APIC to derivatives | 530,138 | |
Newly issued securities as derivatives | 1,098,703 | |
Change in fair value | 48,192 | |
Settlement upon repayment-convertible debt | (59,397) | |
Derivative Value 6/30/17 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 955,014 | |
Newly issued securities as derivatives | 67,146 | |
Change in fair value | (922,022) | |
Derivative Value 9/21/17 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,497,160 | |
Reclass from APIC to derivatives | 115,714 | |
Newly issued securities as derivatives | 49,219 | |
Change in fair value | 377,213 | |
Derivative Value 9/30/17 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Reclass from APIC to derivatives | (1,497,160) | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability for derivative instruments | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability for derivative instruments | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability for derivative instruments | 192,254 | |
Total | $ 192,254 |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected dividend yield | ||
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility | 214.00% | 217.00% |
Risk free interest rate | 2.65% | 1.47% |
Expected life (in years) | 8 years | 3 years |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected volatility | 125.00% | 130.00% |
Risk free interest rate | 1.24% | 1.20% |
Expected life (in years) | 2 years | 1 year |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Oct. 01, 2017$ / sharesshares | Jun. 01, 2017USD ($)shares | Dec. 23, 2016USD ($)$ / sharesshares | Apr. 01, 2016USD ($)shares | Mar. 31, 2016USD ($)Consultantsshares | Nov. 30, 2017USD ($)$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Aug. 31, 2017USD ($)shares | Jul. 31, 2017USD ($)$ / sharesshares | Apr. 30, 2017USD ($)$ / sharesshares | Apr. 24, 2017$ / sharesshares | Feb. 28, 2017USD ($)$ / sharesshares | Jan. 31, 2017USD ($)$ / sharesshares | Nov. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)Consultants$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Consultants$ / sharesshares | Sep. 21, 2017shares | Sep. 01, 2016USD ($)$ / sharesshares | Aug. 31, 2016shares | Apr. 02, 2016 | Dec. 31, 2015shares |
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock issued for services as per agreement | $ 838,938 | $ 383,333 | |||||||||||||||||||||||||
Outstanding shares purchased | shares | 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 | $ 163,701 | $ 163,701 | $ 87,053 | ||||||||||||||||||||||||
Treasury stock, shares | shares | 515,200 | 515,200 | 325,000 | ||||||||||||||||||||||||
Common stock, shares issued | shares | 75,000 | 217,391 | 434,782 | 44,493,063 | 44,493,063 | 35,570,157 | 200,000 | ||||||||||||||||||||
Common stock issued, value | $ 17,250 | $ 444,930 | $ 444,930 | $ 355,701 | $ 46,000 | ||||||||||||||||||||||
Note payable | $ 25,000 | $ 210,000 | $ 499,802 | ||||||||||||||||||||||||
Offering to sell shares of common stock | shares | 4,000,000 | ||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.23 | ||||||||||||||||||||||||||
Warrants to purchase of common stock | shares | 2,000,000 | ||||||||||||||||||||||||||
Subscriptions shares received | shares | 217,390 | 2,927,156 | 2,927,156 | ||||||||||||||||||||||||
Issued of warrants | shares | 108,696 | 1,463,578 | |||||||||||||||||||||||||
Proceeds from subscription of value | $ 673,246 | ||||||||||||||||||||||||||
Conversion of common stock, shares | shares | 755,179 | ||||||||||||||||||||||||||
Charge to noncontrolling interest | |||||||||||||||||||||||||||
Net (loss) | $ (1,218,449) | (1,223,293) | |||||||||||||||||||||||||
Stock compensation expense | 162,741 | 587,991 | |||||||||||||||||||||||||
Intrinsic value of options exercised | 267,895 | 54,000 | |||||||||||||||||||||||||
Fair value stock options, stock warrants embedded conversion features | 192,254 | ||||||||||||||||||||||||||
Warrants issued | shares | 37,500 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | $ 0.40 | $ 0.50 | ||||||||||||||||||||||||
Warrants fully vested and expiration period | 2 years | ||||||||||||||||||||||||||
Unamortized of service agreements | $ 0 | 0 | 306,667 | ||||||||||||||||||||||||
General and administrative expense | 851,256 | 1,032,278 | |||||||||||||||||||||||||
Shares of common stock, shares | shares | 100,000 | 900,000 | |||||||||||||||||||||||||
Shares of common stock, value | $ 44,000 | $ 432,000 | |||||||||||||||||||||||||
Investment in subsidiary by noncontrolling interest | 63,377 | 119,894 | |||||||||||||||||||||||||
Proceeds from options exercise | $ 30,000 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Intrinsic value of options exercisable | $ 1,210,342 | $ 1,210,342 | $ 704,794 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | 0.40 | $ 0.50 | ||||||||||||||||||||||||
Warrant expiration date, description | The warrants expire at various times between December 2017 and September 2019 | ||||||||||||||||||||||||||
Compensation and related expenses | $ 1,698,814 | 1,247,195 | |||||||||||||||||||||||||
Interest expense | $ 100,523 | $ 48,611 | |||||||||||||||||||||||||
Warrants outstanding and exercisable amount | shares | 3,089,119 | 3,089,119 | 1,954,891 | ||||||||||||||||||||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock, shares issued | shares | 62,500 | 125,000 | |||||||||||||||||||||||||
Issuance of Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants issued | shares | 108,696 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.40 | ||||||||||||||||||||||||||
Issuance of company stock, shares | shares | 217,390 | ||||||||||||||||||||||||||
Satisfaction of obligation to pay amount | $ 50,000 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Michael T. Bornstein [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Options fully vested and expiration period | 10 years | ||||||||||||||||||||||||||
Purchase of common stock | shares | 100,000 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.35 | ||||||||||||||||||||||||||
Michael T. Bornstein [Member] | Equity Option [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Purchase of common stock description | Mr. Borenstein received four ten-year options to each purchase 75,000 shares of our common stock at prices of $0.25, $0.25, $0.35, and $0.35 per share, which vest upon the Company earning $4,000,000, $5,000,000, $6,000,000 and $7,000,000 in earnings before income taxes, respectively. | ||||||||||||||||||||||||||
Options fully vested and expiration period | 10 years | ||||||||||||||||||||||||||
Purchase of common stock | shares | 75,000 | ||||||||||||||||||||||||||
Mark McLaughlin [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Options vested fair value | $ 69,949 | $ 69,949 | |||||||||||||||||||||||||
Option vesting, description | In July 2017, the Company issued Mark McLaughlin a ten year option to buy 750,000 shares at $0.35 vesting one-third or 250,000 shares upon signing, and 250,000 shares on July 1, 2018 and 250,000 shares on July 1, 2019. Once the options are fully vested, they expire in 10 years. | ||||||||||||||||||||||||||
Mark McLaughlin [Member] | Equity Option [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 75,000 | ||||||||||||||||||||||||||
Number of options granted, value | $ 20,985 | ||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.35 | ||||||||||||||||||||||||||
Options fully vested and expiration period | 10 years | ||||||||||||||||||||||||||
Shares of common stock, shares | shares | 800,000 | ||||||||||||||||||||||||||
Option exercised, shares | shares | 1,000,000 | ||||||||||||||||||||||||||
Mark McLaughlin [Member] | Option One [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Shares of common stock, shares | shares | 271,579 | ||||||||||||||||||||||||||
Option exercised, shares | shares | 339,473 | ||||||||||||||||||||||||||
Robert Kalkstein [Member] | Consulting services [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Recognized expense | 16,658 | ||||||||||||||||||||||||||
Options vested fair value | $ 199,897 | ||||||||||||||||||||||||||
Option vesting, description | In October 2017, the Company entered into a consulting agreement with Mr. Kalkstein and issued him a ten-year option to buy 500,000 shares at $0.40 vesting 30% upon signing, 35% shall vest on the two-year anniversary of this Agreement and 35% shall vest on the three year anniversary of this Agreement. Once the options are fully vested, they expire in 10 years. | ||||||||||||||||||||||||||
Acorn Management Partners, LLC [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock issued for services as per agreement, shares | shares | 100,000 | ||||||||||||||||||||||||||
Common stock issued for services as per agreement | $ 40,000 | ||||||||||||||||||||||||||
Stock compensation expense | $ 40,000 | ||||||||||||||||||||||||||
Shares of common stock, shares | shares | 100,000 | ||||||||||||||||||||||||||
BV Global Fulfillment, LLC [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock issued for services as per agreement, shares | shares | 50,000 | ||||||||||||||||||||||||||
Common stock issued for services as per agreement | $ 20,000 | ||||||||||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 1,600,000 | 275,000 | |||||||||||||||||||||||||
Stock compensation expense | $ 599,354 | $ 63,206 | |||||||||||||||||||||||||
Number of common stock exercises | shares | (1,339,473) | 300,000 | |||||||||||||||||||||||||
Warrants outstanding and exercisable amount | shares | 10,960,800 | 10,960,800 | 10,700,273 | 11,025,273 | |||||||||||||||||||||||
Stock Options [Member] | Michael T. Bornstein [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 100,000 | 300,000 | 500,000 | ||||||||||||||||||||||||
Number of options granted, value | $ 40,194 | $ 113,522 | |||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.35 | $ 0.35 | $ 0.20 | ||||||||||||||||||||||||
Options fully vested and expiration period | 10 years | 10 years | |||||||||||||||||||||||||
Stock Options [Member] | Mark McLaughlin [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Shares of common stock, shares | shares | 1,140,000 | ||||||||||||||||||||||||||
Exercised of warrants | shares | 1,500,000 | ||||||||||||||||||||||||||
Stock Options [Member] | Brunilda Mclaughlin [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 100,000 | ||||||||||||||||||||||||||
Number of options granted, value | $ 24,109 | ||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Options fully vested and expiration period | 10 years | ||||||||||||||||||||||||||
Performance-Based Stock Options [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Stock compensation expense | $ 55,439 | $ 120,867 | |||||||||||||||||||||||||
Performance-Based Stock Options [Member] | Vested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 2,925,000 | ||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Number of consultant | Consultants | 2 | ||||||||||||||||||||||||||
Annual sales revenue target | $ 5,000,000 | ||||||||||||||||||||||||||
Company cancelled service-based options, shares | shares | 287,500 | ||||||||||||||||||||||||||
Company cancelled service-based options, value | $ 17,999 | ||||||||||||||||||||||||||
Fair value stock options, stock warrants embedded conversion features | $ 120,867 | ||||||||||||||||||||||||||
Performance-Based Stock Options [Member] | Unvested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 250,000 | ||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.35 | $ 0.40 | $ 0.25 | $ 0.80 | |||||||||||||||||||||||
Options fully vested and expiration period | 10 years | ||||||||||||||||||||||||||
Number of consultant | Consultants | 2 | ||||||||||||||||||||||||||
Intrinsic value of options exercised | $ 55,439 | ||||||||||||||||||||||||||
Stock options, expiration date | Dec. 31, 2027 | ||||||||||||||||||||||||||
Annual sales revenue target | $ 5,000,000 | $ 10,000,000 | |||||||||||||||||||||||||
Purchase of common stock | shares | 6,000,000 | 600,000 | 3,150,000 | 900,000 | |||||||||||||||||||||||
Aggregate fair value | $ 1,688,212 | $ 242,709 | $ 910,146 | ||||||||||||||||||||||||
Option vesting, description | The options expire in 10 years and are exercisable upon the company achieving pre-tax earnings benchmarks between $4,000,000 and $7,000,000. | The options expire in 10 years and are exercisable upon the company achieving pre-tax earnings benchmarks between $4,000,000 and $7,000,000. | |||||||||||||||||||||||||
Options expire date, description | The options expire in 2027. | The options expire at various dates between 2021 and 2027. | |||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Issued of warrants | shares | 55,000 | ||||||||||||||||||||||||||
Proceeds from subscription of value | $ 25,300 | $ 25,300 | |||||||||||||||||||||||||
Stock compensation expense | $ 1,001,679 | $ 587,991 | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.19 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.19 | ||||||||||||||||||||||||||
Warrants [Member] | IPO [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants issued | shares | 55,000 | 37,500 | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | $ 0.50 | |||||||||||||||||||||||||
Warrants fully vested and expiration period | 2 years | 2 years | 2 years | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | $ 0.50 | |||||||||||||||||||||||||
Warrants [Member] | Consulting services [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Fair value stock options, stock warrants embedded conversion features | $ 20,585 | ||||||||||||||||||||||||||
Warrants fully vested and expiration period | 3 years | ||||||||||||||||||||||||||
Warrants [Member] | Issuance of Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Note payable | $ 50,000 | ||||||||||||||||||||||||||
Subscriptions shares received | shares | 110,000 | 110,000 | |||||||||||||||||||||||||
Warrants issued | shares | 67,861 | 108,696 | 591,745 | 217,391 | 402,348 | 217,391 | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||||||||
Warrants fully vested and expiration period | 3 years | 2 years | 2 years | 2 years | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||||||||
Warrants [Member] | Sale Of Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants issued | shares | 100,000 | 37,500 | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.50 | $ 0.50 | |||||||||||||||||||||||||
Warrant One [Member] | Issuance of Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants issued | shares | 1,408,578 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Warrants fully vested and expiration period | 2 years | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock, shares authorized | shares | 50,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Performance-Based Stock Options [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Annual sales revenue target | $ 5,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Performance-Based Stock Options [Member] | Vested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Stock options, expiration date | Dec. 31, 2021 | ||||||||||||||||||||||||||
Minimum [Member] | Performance-Based Stock Options [Member] | Unvested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.25 | $ 0.25 | $ 0.40 | ||||||||||||||||||||||||
Stock options, expiration date | Dec. 31, 2021 | ||||||||||||||||||||||||||
Annual sales revenue target | $ 5,000,000 | ||||||||||||||||||||||||||
Minimum [Member] | Warrants [Member] | Consulting services [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.20 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.20 | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock, shares authorized | shares | 100,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Performance-Based Stock Options [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Annual sales revenue target | $ 10,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Performance-Based Stock Options [Member] | Vested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Stock options, expiration date | Dec. 31, 2026 | ||||||||||||||||||||||||||
Maximum [Member] | Performance-Based Stock Options [Member] | Unvested [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.35 | $ 0.35 | $ 0.80 | ||||||||||||||||||||||||
Stock options, expiration date | Dec. 31, 2027 | ||||||||||||||||||||||||||
Annual sales revenue target | $ 10,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Warrants [Member] | Consulting services [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 0.50 | ||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Immudyne PR [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock issued for services as per agreement | $ 500,000 | ||||||||||||||||||||||||||
Common stock, shares issued | shares | 1,183,490 | 1,319,211 | 1,319,211 | ||||||||||||||||||||||||
Conversion of common stock | $ 272,203 | ||||||||||||||||||||||||||
Conversion of common stock, shares | shares | 135,721 | ||||||||||||||||||||||||||
Minority interest rate | 78.16667% | ||||||||||||||||||||||||||
Charge to noncontrolling interest | $ 91,612 | $ 31,216 | $ 303,418 | ||||||||||||||||||||||||
Net (loss) | $ (115,749) | $ (12,488) | |||||||||||||||||||||||||
Warrants issued | shares | 659,606 | 659,606 | |||||||||||||||||||||||||
Option vesting, description | The options expire in 10 years and are exercisable upon cash received by Immudyne, Inc. from Immudyne PR between $4,000,000 and $7,000,000. | ||||||||||||||||||||||||||
Investment in subsidiary by noncontrolling interest | $ 63,377 | $ 119,894 | |||||||||||||||||||||||||
Immudyne PR [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Minority interest rate | 21.83% | ||||||||||||||||||||||||||
Immudyne PR [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Minority interest rate | 66.70% | ||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Common stock issued for services as per agreement, shares | shares | 125,000 | 2,300,000 | 2,300,000 | ||||||||||||||||||||||||
Common stock issued for services as per agreement | $ 45,000 | $ 690,000 | |||||||||||||||||||||||||
Charge to noncontrolling interest | $ 91,612 | ||||||||||||||||||||||||||
Number of consultant | Consultants | 2 | ||||||||||||||||||||||||||
Stock compensation expense | 45,000 | ||||||||||||||||||||||||||
Consultants [Member] | Stock Options [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Number of stock options issued | shares | 125,000 | 50,000 | 50,000 | 175,000 | |||||||||||||||||||||||
Number of options granted, value | $ 49,219 | $ 9,980 | $ 12,397 | $ 40,829 | |||||||||||||||||||||||
Weighted average exercise price stock option issued | $ / shares | $ 0.40 | $ 0.50 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||
Options fully vested and expiration period | 5 years | 2 years | 10 years | 10 years | |||||||||||||||||||||||
Number of consultant | Consultants | 2 | ||||||||||||||||||||||||||
JLS Ventures [Member] | |||||||||||||||||||||||||||
Stockholders' Equity (Textual) | |||||||||||||||||||||||||||
Stock compensation expense | $ 72,000 |
Royalties (Details)
Royalties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 23, 2016 | |
Royalties (Textual) | |||||
Royalty expense | $ 0 | $ 0 | |||
Accounts payable and accrued expenses | $ 56,579 | $ 56,579 | |||
Warrants issued | 37,500 | ||||
Percentage of royalty based upon sales | 8.00% | ||||
Royalty based upon sales amount | $ 227,175 | ||||
Subscription Agreement [Member] | |||||
Royalties (Textual) | |||||
Royalty expense | 79,360 | ||||
Accounts payable and accrued expenses | $ 14,039 | ||||
Issuance of common stock [Member] | Subscription Agreement [Member] | |||||
Royalties (Textual) | |||||
Warrants issued | 108,696 | ||||
Issuance of company stock | 217,390 | ||||
Contractual Obligation | $ 50,000 | ||||
President [Member] | |||||
Royalties (Textual) | |||||
Issuance of company stock | 499,225 | ||||
Interest in royalty | 60.00% | ||||
Royalties payable | $ 84,868 | ||||
Stock price per share | $ 0.17 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 01, 2017USD ($) | Sep. 01, 2016 | Apr. 01, 2016USD ($)$ / sharesshares | Nov. 30, 2017shares | Aug. 31, 2017USD ($)shares | Jul. 31, 2017shares | Apr. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)Thresholds$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 23, 2016shares |
Commitments and Contingencies (Textual) | ||||||||||
Operating lease expired date | May 31, 2016 | |||||||||
Monthly base lease rental payments | $ 9,000 | |||||||||
Operating leases, rent expense | 162,760 | $ 139,030 | ||||||||
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 | |||||||||
Warrants issued | shares | 37,500 | |||||||||
Annual revenue exceeding | $ 10,000,000 | |||||||||
Percentage of bonus compensation for pretax income | 15.00% | |||||||||
Pretax income percentage | 5.00% | |||||||||
Restricted shares issued | shares | 2,250,000 | |||||||||
Common stock issued for services as per agreement | $ 838,938 | 383,333 | ||||||||
Share price | $ / shares | $ 0.20 | |||||||||
Restricted stock expense | $ 306,667 | |||||||||
Purchase common stock option | shares | 3,000,000 | |||||||||
Number of thresholds | Thresholds | 3 | |||||||||
Shares of common stock, shares | shares | 100,000 | 900,000 | ||||||||
Accounts payable and accrued expenses | $ 56,579 | $ 56,579 | ||||||||
Subscription Agreement [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Accounts payable and accrued expenses | 14,039 | |||||||||
Issuance of Common Stock [Member] | Subscription Agreement [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Warrants issued | shares | 108,696 | |||||||||
Issuance of company stock, shares | shares | 217,390 | |||||||||
Contractual Obligation | $ 50,000 | |||||||||
Acorn Management Partners, LLC [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Common stock issued for services as per agreement | $ 40,000 | |||||||||
Shares of common stock, shares | shares | 100,000 | |||||||||
Cash receive from Acorn | $ 7,500 | |||||||||
Service agreement, description | Acorn shall receive $7,500 cash monthly. As additional compensation, the Company shall issue within five (5) days of signing 100,000 shares of the Company's common stock and upon each three (3) month period thereafter during the term of the Agreement an additional 100,000 shares of the Company's common stock for a total of 400,000 shares of the Company's common stock. | |||||||||
Mark McLaughlin [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Operating leases, rent expense | 2,000 | |||||||||
Immudyne PR [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Office space subleased | $ 4,000 | |||||||||
Warrants issued | shares | 659,606 | |||||||||
Restricted shares issued | shares | 150,000 | |||||||||
Common stock issued for services as per agreement | $ 500,000 | |||||||||
Restricted shares value | 5,000,000 | |||||||||
Agreements of performance fees, Description | In addition, Immudyne PR shall pay Pilaris a performance fee of $50,000 on the 180-day anniversary of the agreement and an additional $50,000 performance fee on the 365-day anniversary of the agreement. For the year ended December 31, 2017, the Company recognized expenses related to the performance fee in the amount of $100,000. | |||||||||
Percentage of net income | 10.00% | |||||||||
Consultants [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Common stock issued for services as per agreement | $ 45,000 | $ 690,000 | ||||||||
Restricted Stock and Options [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Restricted shares issued | shares | 1,000,000 | 2,300,000 | ||||||||
Common stock issued for services as per agreement | $ 690,000 | |||||||||
Restricted shares value | $ 1,250,000 | |||||||||
Combined capped | shares | 1,500,000 | |||||||||
Share price | $ / shares | $ 0.20 | |||||||||
Restricted Stock One [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Combined capped | shares | 3,000,000 | |||||||||
Share price | $ / shares | $ 0.30 | |||||||||
Additional bonus shares | shares | 750,000 | |||||||||
Option to buy shares | shares | 1,000,000 | |||||||||
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 ($) | 1 Months Ended | 12 Months Ended | |
Nov. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions (Textual) | |||
Accountant charges per month | $ 431,326 | $ 477,401 | |
Working capital loans | $ 50,000 | ||
loans accrued interest per month | 2.00% | ||
Maturity date | Feb. 28, 2018 | ||
Accrued interest relating to loans | $ 1,867 | ||
Contributions into equity value | 673,245 | 63,250 | |
Purchase agreement, description | Pursuant to the terms of the Agreement, Immudyne purchased 2,000,000 shares (post-split from a 2:1 forward split on January 16, 2018) of Blockchain Industries, Inc. ("BCII") from JOJ. The Agreement was amended on December 8, 2018 and again on March 9, 2018. In consideration for the purchase, Immudyne agreed to issue one (1) share of Immudyne common stock to JOJ for every dollar Immudyne realizes from gross proceeds on the sale of shares of BCII purchased pursuant to the Agreement, up to a total maximum aggregate amount of 5,000,000 shares. The Company has 3 years to sell the shares of BCII and has agreed not to sell more than 20% of the 30-day average daily trading volume of BCII. Justin Schreiber, the Company's President and CEO, is the President and owner of JOJ. | ||
Immudyne PR [Member] | |||
Related Party Transactions (Textual) | |||
Compensation for legal and business advisory services | 286,833 | 19,800 | |
Accountant charges per month | $ 3,000 | ||
Annual incentive bonus award percentage | 0.50% | ||
Office space subleased | $ 4,000 | ||
President [Member] | |||
Related Party Transactions (Textual) | |||
Reimbursement of home office expenditures | 24,000 | 24,000 | |
President [Member] | Immudyne PR [Member] | |||
Related Party Transactions (Textual) | |||
Working capital loans | 75,000 | ||
Contributions into equity value | 303,419 | ||
Directors [Member] | |||
Related Party Transactions (Textual) | |||
Compensation for legal and business advisory services | 7,500 | $ 16,145 | |
Chief Financial Officer [Member] | Immudyne PR [Member] | |||
Related Party Transactions (Textual) | |||
Working capital loans | $ 50,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Events [Member] | Feb. 07, 2018 | Jan. 30, 2018 |
Subsequent Events (Textual) | ||
Purchase of assets and liabilities, description | McLaughlin resigned as President and CEO, and Justin Schreiber was appointed as the Company's President and CEO. Additionally, Mr. McLaughlin agreed to purchase the assets and liabilities of the Immudyne Inc.'s yeast beta glucan manufacturing business for $850,000. | |
Assets purchase agreement, description | Mr. McLaughlin entered into an amendment to the asset purchase agreement to amend the purchase price of the assets, whereby Mr. McLaughlin agreed, through Newco, to purchase the assets of the yeast beta glucan manufacturing business, for the following (i) two million (2,000,000) shares of the Company's common stock payable on February 12, 2018 the Closing Date (ii) One Hundred and Ninety Thousand Dollars ($190,000) payable on the Closing Date, and (c) Two Hundred Thousand Dollars ($200,000) payable within 120 days following the Closing Date. |