Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | CONVERSION LABS, INC. | ||
Entity Central Index Key | 0000948320 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,809,355 | ||
Entity Common Stock, Shares Outstanding | 54,142,940 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 1,106,624 | $ 180,093 |
Accounts receivable, net | 97,448 | 99,053 |
Product deposit | 150,000 | 33,302 |
Inventory, net | 950,059 | 1,022,616 |
Other current assets | 442,971 | 270,006 |
Total Current Assets | 2,747,102 | 1,605,070 |
Non-current assets | ||
ROU Asset | 23,625 | |
Intangible assets, net | 675,452 | 1,011,065 |
Total non-current assets | 699,077 | 1,011,065 |
Total Assets | 3,446,179 | 2,616,135 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,051,156 | 868,997 |
Notes payable, net | 814,734 | 247,416 |
Contract liabilities | 109,552 | 75,984 |
Total Current Liabilities | 3,975,442 | 1,192,397 |
Long-term Liabilities | ||
Lease Liability | 29,978 | |
Contingent consideration on purchase of LegalSimpli | 500,000 | 600,000 |
Liability to issue shares | ||
Deferred tax liability | 70,000 | 4,000 |
Total Liabilities | 4,575,420 | 1,796,397 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value; 100,000,000 shares authorized, 53,404,045 and 45,267,105 shares issued, 52,888,449 and 45,267,105 outstanding as of December 31, 2019 and 2018, respectively | 534,037 | 457,822 |
Additional paid-in capital | 15,236,396 | 12,744,249 |
Accumulated (deficit) | (16,594,917) | (12,140,670) |
Equity | (824,484) | 1,061,401 |
Treasury stock, 515,200 and 515,200 shares, at cost | (163,701) | (163,701) |
Total Conversion Labs, Inc. Stockholders' (Deficit) | (988,185) | 897,700 |
Non-controlling interest | (141,056) | (77,962) |
Total Stockholders' (Deficit) | (1,129,241) | 819,738 |
Total Liabilities and Stockholders' (Deficit) | $ 3,446,179 | $ 2,616,135 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 53,404,045 | 45,267,105 |
Common stock, shares outstanding | 52,888,449 | 45,267,105 |
Treasury stock, shares | 515,200 | 515,200 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues, net | $ 12,468,578 | $ 8,324,129 |
Cost of revenues | 3,270,596 | 1,996,222 |
Gross Profit | 9,197,982 | 6,327,907 |
Operating expenses | ||
Selling & marketing expenses | 8,170,929 | 5,079,091 |
General and administrative expenses | 2,398,751 | 2,288,580 |
Other operating expenses | 724,270 | 516,979 |
Customer service expenses | 570,763 | 378,856 |
Development Costs | 222,877 | 120,541 |
Total operating expenses | 12,087,590 | 8,384,047 |
Operating Loss | (2,889,608) | (2,056,140) |
Interest (expense), net | (761,150) | (354,388) |
Loss from continuing operations before provision for income taxes | (3,650,758) | (2,410,528) |
Income taxes (Benefit) | (122,500) | (124,700) |
Income from discontinued operations, including gain on sale, net of income taxes | 925,738 | |
Net Income (Loss) | (3,528,258) | (1,360,090) |
Net (loss) income attributable to noncontrolling interests | (391,055) | (119,262) |
Net Income (loss) attributable to Conversion Labs, Inc. | $ (3,137,203) | $ (1,240,828) |
Basic loss per share attributable to Conversion Labs, Inc. from continuing operation | $ (0.07) | $ (0.05) |
Basic income per share attributable to Conversion Labs, Inc. from discontinued operation | 0.02 | |
Diluted loss per share attributable to Conversion Labs, Inc. from continuing operation | (0.07) | (0.05) |
Diluted income per share attributable to Conversion Labs, Inc. from discontinued operation | $ 0.02 | |
Weighted Average number of common shares outstanding | ||
Basic | 49,488,725.25 | 44,187,375 |
Diluted | 49,488,725.25 | 44,187,375 |
Product Revenues, Net [Member] | ||
Total revenues, net | $ 9,919,506 | $ 8,044,416 |
Cost of revenues | 2,643,281 | 1,974,781 |
Software Revenues, Net [Member] | ||
Total revenues, net | 2,539,129 | 277,713 |
Cost of revenues | 627,315 | 21,441 |
Service Revenues, Net [Member] | ||
Total revenues, net | $ 9,943 | $ 2,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated (Deficit) [Member] | Treasury Stock [Member] | Conversion Labs, Inc. Stockholders' (Deficit) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 444,930 | $ 11,500,537 | $ (10,899,841) | $ (163,701) | $ 881,923 | $ (259,084) | $ 622,839 |
Balance, shares at Dec. 31, 2017 | 44,493,459 | ||||||
Issuance of restricted stock units for services | $ 17,500 | 394,000 | 411,500 | 411,500 | |||
Issuance of restricted stock units for services, shares | 1,750,000 | ||||||
Stock repurchase from shareholder | (460,000) | (460,000) | (460,000) | ||||
Retirement of common stock | $ (20,000) | (440,000) | 460,000 | ||||
Retirement of common stock, shares | (2,000,000) | ||||||
Conversion of non-controlling interest equity for shares and warrants | |||||||
Warrants Issued in relation to debt offering | 533,691 | 533,691 | 533,691 | ||||
Exercise of stock options | $ 408 | 3,672 | 4,080 | 4,080 | |||
Exercise of stock options, shares | 40,800 | ||||||
Conversion of Notes Payable | $ 14,984 | 329,657 | 344,641 | 344,641 | |||
Conversion of Notes Payable, shares | 1,498,442 | ||||||
Stock compensation | 273,571 | 273,571 | 273,571 | ||||
Warrant Revaluation | 128,375 | 128,375 | 128,375 | ||||
Noncontrolling interest in acquisition of subsidiary | 144,118 | 144,118 | |||||
Issuance of warrants | 20,746 | 20,746 | 20,746 | ||||
Investment in subsidiary by noncontrolling interest, net of distributions | 156,266 | 156,266 | |||||
Distributions to non-controlling interest | |||||||
Net (loss) | (1,240,827) | (1,240,827) | (119,262) | (1,360,090) | |||
Balance at Dec. 31, 2018 | $ 457,822 | 12,744,249 | (12,140,668) | (163,701) | 897,700 | (77,962) | 819,738 |
Balance, shares at Dec. 31, 2018 | 45,782,701 | ||||||
Stock compensation | $ 10,000 | 723,215 | 733,215 | 733,215 | |||
Stock compensation, shares | 1,000,000 | ||||||
Stock issued for services | $ 1,000 | 15,000 | 16,000 | 16,000 | |||
Stock issued for services, shares | 100,000 | ||||||
Warrants issued in conjunction with stock | 20,825 | 20,825 | 20,825 | ||||
Warrants issued in conjunction with debt | 569,146 | 569,146 | 569,146 | ||||
Shares purchased | $ 15,215 | 313,961 | 329,176 | 329,176 | |||
Shares purchased, shares | 1,521,344 | ||||||
Distributions to non-controlling interest | (89,085) | (89,085) | |||||
Agreement to issue shares for non-controlling interest in CVLB PR | $ 50,000 | 850,000 | (1,317,046) | (417,046) | 417,046 | ||
Agreement to issue shares for non-controlling interest in CVLB PR, shares | 5,000,000 | ||||||
Net (loss) | (3,137,203) | (3,137,203) | (391,055) | (3,528,258) | |||
Balance at Dec. 31, 2019 | $ 534,037 | $ 15,236,396 | $ (16,594,917) | $ (163,701) | $ (988,187) | $ (141,056) | $ (1,129,241) |
Balance, shares at Dec. 31, 2019 | 53,404,045 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,528,258) | $ (1,360,090) |
Adjustments to reconcile net (loss) income to net cash provided by (used) in operating activities | ||
Amortization of debt discount | 622,256 | 315,828 |
Amortization of intangibles | 335,613 | 195,775 |
Operating Lease Payments | 6,353 | |
(Gain) loss on discontinued operations and disposal | (594,752) | |
Stock issued for services | 16,000 | 411,500 |
Stock compensation expense | 733,215 | 273,570 |
Warrant revaluation | 128,375 | |
Issuance of warrants for services | 20,747 | |
Changes in Assets and Liabilities | ||
Trade accounts receivable | 1,605 | 29,137 |
Product deposit | (116,695) | (16,802) |
Inventory | 72,557 | (341,358) |
Other current assets | (172,965) | (270,006) |
Deferred revenue | 33,568 | 45,905 |
Deferred tax liability | 66,000 | 4,000 |
Accounts payable and accrued expenses | 2,182,159 | 293,150 |
Net cash provided by (used in) operating activities of continuing operations | 251,408 | (865,021) |
Net cash used in operating activities of discontinued operations | (40,498) | |
Net cash provided by operating activities | 251,408 | (905,519) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment to seller for contingent consideration | (100,000) | |
Purchase of subsidiary, net of cash received | (148,555) | |
Purchase of intangible assets licenses | (100,000) | |
Proceeds from sale of legacy business | 390,000 | |
Net cash (used in) provided by investing activities | (100,000) | 141,445 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Distributions to non-controlling interest | (89,085) | |
Investment in subsidiary by noncontrolling interest, net | 156,266 | |
Proceeds from convertible notes payable | 1,093,279 | 550,000 |
Repayment of notes payable | (295,000) | (232,559) |
Exercise of stock options | 4,080 | |
Purchase of shares and warrants | 349,999 | |
Debt issuance costs | (284,070) | |
Proceeds from notes payable | 325,000 | |
Net cash provided by (used in) financing activities | 775,123 | 802,787 |
Net increase in cash | 926,531 | 38,713 |
Cash at beginning of the period | 180,093 | 141,379 |
Cash at end of the period | 1,106,624 | 180,093 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid during the period for interest | 80,660 | |
Issuance of company stock for investment in subsidiary | 900,000 | |
Conversion of liability as consideration on sale of legacy business | 150,000 | |
Warrants issued in relation to debt | 569,147 | 533,691 |
Conversion of notes payable | 344,641 | |
Stock repurchase from shareholder and retirement of stock | 460,000 | |
Purchase of asset license accrued | $ 100,000 |
Nature of the Organization and
Nature of the Organization and Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Organization and Business | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Nature of Business Conversion Labs, Inc., was formed in the State of Delaware on May 24, 1994, under its prior name, Immudyne, Inc. The Company changed its name to Conversion Labs, Inc. on June 22, 2018. Further, in connection with changing its name, the Company changed its trading symbol to CVLB. On April 1, 2016, with respect to a limited liability company operating agreement with joint venture partners for its skincare products under the legal name Immudyne PR LLC (“Immudyne PR”), such original operating agreement of Immudyne PR was amended and restated and the Company increased its ownership and voting interest in Immudyne PR to 78.2%. Concurrent with the name change of the parent company to Conversion Labs, Inc. completed in 2018, Immudyne PR was renamed to Conversion Labs PR LLC (now known as “Conversion Labs PR”). On April 25, 2019, the operating agreement of Conversion Labs PR was amended and restated in its entirety to increase the Company’s ownership and voting interest in Conversion Labs PR to 100%. In June 2018, Conversion Labs closed the strategic acquisition of 51% of LegalSimpli Software, LLC, a provider of a SaaS-based PDF conversion service with SEO and SEM expertise. In June 2019, a joint venture with GoGoMeds.com was formed through the Company’s majority-owned subsidiary CVLB Rx, allowing it to market branded and generic prescription drugs that are then sold and shipped (via GoGoMeds) online directly to consumers in all 50 states and the District of Columbia. The Company is a direct response healthcare company that provides a convenient, cost-effective and smarter way for consumers to access high quality OTC products and prescription medications. The Company believes that the traditional model of visiting a doctor’s office, receiving a physical prescription, visiting a neighborhood pharmacy, and returning to see a doctor for follow up care or prescription refills is inefficient, costly to patients, and discourages many patients from seeking much needed medical care. Direct-to-consumer telemedicine companies, like the Company, offer patients immediate and virtual treatment from licensed physicians, and the home delivery of prescription medications bundled with over-the counter wellness products. Unless otherwise indicated, the “Company” refers to Conversion Labs, Inc. (formerly known as Immudyne, Inc.) and its majority-owned subsidiaries LegalSimpli Software, LLC, a Puerto Rico limited liability company (“LegalSimpli”), Conversion Labs PR, LLC (formerly Immudyne PR LLC, now “Conversion Labs PR”), a Puerto Rico limited liability company (“Conversion Labs PR”), Conversion Labs Media, LLC (“CVLB Media”), a Puerto Rico limited liability company, Conversion Labs Rx, LLC (“CVLB Rx”), a Puerto Rico limited liability company, and Conversion Labs Asia Limited, a Hong Kong company (“Conversion Labs Asia”). Unless otherwise specified, all dollar amounts are expressed in United States dollars. Liquidity 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, obtaining funding from third-party sources 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. As of December 31, 2019, the Company has an accumulated deficit approximating $16.8 million and has experienced significant losses from continuing operations. Based on the Company’s cash balance as of December 31, 2019, and projected cash needs for 2020, management estimates that it will need to increase sales revenue and/or raise additional capital to cover operating and capital requirements for the 2020 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. Based on these circumstances, management has determined that 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 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, CVLB PR and variable interest entities (VIE’s) in which the Company has been determined to be the primary beneficiary. The non-controlling interest in LegalSimpli LLC represents the 49% equity interest held by other members of the subsidiary. 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. 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. 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 valuation of inventory and stockholders’ equity-based transactions. Actual results could differ from those estimates. Inventory At December 31, 2019 and December 31, 2018, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s third-party warehouse, which is owned by a related party, in Pennsylvania. 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, 2019 and December 31, 2018, the Company recorded an inventory reserve in the amount of $12,500 and $12,500, respectively. Inventory consists of the following: December 31, 2019 December 31, 2018 Raw materials $ 37,542 $ - Finished products 912,517 1,022,616 Total net inventory $ 950,059 $ 1,022,616 Product Deposit Due to our cash situation and the Company’s credit, many of our vendors require deposits when a purchase order is placed for goods or fulfillment services. These deposits typically ranging from 10% to 33% of the total purchased amount. Our vendors issue a credit memo when sending their final invoice, reducing the amount the Company owes for the deposit amount on file with the vendors. The Company capitalizes these product deposits until the inventory is received. As of December 31, 2019 and 2018, the Company has $150,000 and $33,302, respectively of products deposit with multiple vendors for the purchase of raw materials or finished for products we sell online. As of December 31, 2019 and 2018, the vast majority of these product deposits are with one vendor that manufacturers the Company’s finished goods inventory. Intangible Assets Intangible assets are comprised of customer relationship asset and purchased license fees with estimated useful lives of three years and indefinite lived, respectively. Intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities (asset group). If the sum of the projected undiscounted cash flows (excluding interest charges) of an asset group is less than its carrying value and the fair value of an asset group is also less than its carrying value, the assets will be written down by the amount by which the carrying value of the asset group exceeded its fair value. However, the carrying amount of a finite-lived intangible asset can never be written down below its fair value. Any loss would be recognized in income from continuing operations in the period in which the determination is made. Management determined that no impairment of long-lived assets existed as of December 31, 2019 and 2018. Revenue Recognition The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue For the Company’s product-based contracts with customers, the Company has determined that there is one performance obligation and the delivery of this performance obligation is transferred at a point in time. The Company generally records sales of finished products once the customer places and pays for 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 should be deferred until that time, however the Company does not have a process to properly record the recognition of revenue if orders are not immediately shipped. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, which is usually upon shipment of the product. The Company does sell a subscription based service which is based on the recurring shipment of products and billed as if the Company were receiving recurring revenues and orders each month, therefore, the Company records these upon shipment to the customer. The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. The Company has determined that the population of contracts with customers tends to be homogenous, so that review of the contracts and estimate of various revenue related adjustments can be applied to the entire portfolio population. The Company began testing trial offers with the Shapiro MD products in late 2018. The Company was unable to adequately implement a process to report any trial-based sales and the related impact on inventory. Given the relatively new trail period being offered, the Company has not been able to estimate the historical effect to determine how this will change the recording of revenue. The Company offers a suite of software to customers as a monthly subscription based service. This suite of software allows the user or subscriber to convert almost any type of document to other editable document type formats for easy editing. For these subscription-based contracts with customers, The Company offers a 14-day trial period which is billed at $1.95 for an initial period, a monthly subscription, or a yearly subscription to the Company’s software. The Company has estimated that there is one product and performance obligation that is delivered over time, as the Company allows the subscriber to access the service for the time period purchased. The Company allows the customer to cancel at any point during the billing cycle, in which case the customers subscription will not be renewed for the following month or year depending on the original subscription. The Company records the sales over the customers subscription period for monthly and yearly subscribers or at the end of the initial 14 day service period for customers who purchased the initial subscription. The Company offers a discount for purchase of the monthly and yearly subscriptions, which must be paid at the initiation of the contract term, so that the Contract price is fixed at the contract initiation. Yearly and monthly subscriptions for the subscription are recorded net of the Company’s known discount. As of December 31, 2019 and 2018, the Company has accrued contract liabilities of approximately $110,000 and $76,000, respectively which represent obligation on in-process monthly or yearly contracts with customers and yet to be recognized initial 14-day trial periods. Customer discounts, returns and rebates on product revenues during the year ended December 31, 2019 and 2018 approximated $1,292,000 and $492,000, respectively. Customer discounts and allowances on software revenues during the year ended December 31, 2019 and 2018 approximated $240,000 and $56,000, respectively. During the year-ended December 31, 2019 and 2018, the Company had the following disaggregated revenue: Year Ended December 31, 2019 % 2018 % Product revenues by Brand for CVLB PR: Shapiro MD $ 9,019,956 72 $ 7,940,891 95 Innate 49,258 - 1,200 - iNR Wellness 738,965 6 101,602 1 Scarology 51,131 - 723 - Rex MD 60,197 - - - Total product revenue for CVLB PR $ 9,919,506 80 $ 8,044,416 97 Software revenue for LegalSimpli 2,539,129 20 277,713 3 Services revenue for CVLB Media 9,943 - 2,000 - Total net revenue $ 12,468,578 100 $ 8,324,129 100 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. As of December 31, 2019 and 2018, the accounts receivable reserve was approximately $0 and $0, respectively. As of December 31, 2019 and 2018, the reserve for sales returns and allowances was approximately $83,553 and $42,515, respectively. 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. Given the increase in the Company’s software business and to conform the Company’s presentation of operating results to industry standards, the Company has changed their categories for reporting operations, as result the Company has made reclassifications to the prior year presentation in order to conform it to the current presentation. Income Taxes The Company files Corporate Federal and State tax returns, while CVLB PR and LegalSimpli file tax returns in Puerto Rico, 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, 2016, 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 44,022,523 options and warrants for the year ended December 31, 2019 have not been included in the loss per share calculations as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 17,851,591 options and warrants for the year ended December 31, 2018 have not been included in the loss per share calculation as the effects are anti-dilutive. Recent Accounting Pronouncements 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. Concentrations of 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. We are dependent on certain third-party manufacturers, although we believe that other contract manufacturers could be quickly secured if any of our current manufacturers cease to perform adequately. As of December 31, 2019, we utilized two (2) suppliers for finished goods, one (1) supplier for packaging and bottles and one (1) supplier for labeling. For the period ended December 31, 2019, we purchased 100% of our finished goods from two (2) manufacturers. |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held For Sale | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets and Liabilities Held For Sale | NOTE 3 – DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE On January 29, 2018, the Company entered into a Legacy Asset Sale Agreement (the “Asset Sale Agreement”) with Mark McLaughlin (the Company’s former President and Chief Executive Officer) whereby the Company sold the assets of the legacy beta glucan business for $850,000. On February 7, 2018, the Company and Mr. McLaughlin entered into an amendment to the Asset Sale Agreement (the “Asset Sale Agreement Amendment”) to amend the purchase price of the assets, whereby Mr. McLaughlin agreed, through a newly formed entity, to purchase the assets and liabilities of the yeast beta glucan manufacturing business, for the following: (i) 2,000,000 shares of the Company’s common stock (valued at $0.23 per share or $460,000), payable on February 12, 2018, (the “Closing Date”), (ii) $190,000 payable on the Closing Date, (iii) $200,000 payable within 120 days following the Closing Date, and (iv) the waiver of all rights to any severance payment in the amount of $150,000. The total purchase price per the Asset Sale Agreement Amendment was $1,000,000. The total assets and liabilities transferred in the sale was $255,248, resulting in a gain on sale of $744,752. Operating results for the year ended December 31, 2018 for the yeast beta glucan manufacturing business are presented as discontinued operations on the accompanying statement of operations. A breakdown of the discontinued operations is presented as follows: Year Ended December 31, 2018 Net sales $ 363,613 Cost of sales 56,666 Gross profit 306,947 Operating expenses 125,960 Income from discontinued operations 180,987 Gain on sale 744,752 Net income from discontinued operations $ 925,739 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 4 – BUSINESS COMBINATION Acquisition of Membership Interest Purchase Agreement On May 29, 2018 (the “Closing Date”), Immudyne, PR entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among nine individuals (as the “Sellers”), and Conversion Labs PR, as buyer (“Buyer”), pursuant to which Buyer acquired from Sellers all of Sellers’ right, title and interest in and to 51% of the membership interests (the “Membership Interests”) of LegalSimpli Software, LLC, a Puerto Rico limited liability company (“LegalSimpli”), which operates a marketing-driven software solutions business. As of December 31, 2018, in consideration for Buyer’s purchase of the Membership Interests the Buyer paid $150,000 (the “Initial Payment”) to the Sellers upon execution of the Purchase Agreement. Additionally, Buyer may be obligated to pay up to an additional $200,000 in accordance with the following milestones (the “Milestones”): (i) $100,000 to the Sellers on the 90-day anniversary of the Purchase Agreement, so long LegalSimpli’s gross revenue for the preceding 30-day period is equal to or greater than $75,000; and (ii) $100,000 to the Sellers on the 180-day anniversary of the Purchase Agreement, so long as LegalSimpli’s gross revenue for the preceding 30-day period is equal to or greater than $150,000, with a minimum net profit margin of 25% in each instance. As of December 31, 2018, while the Company does not anticipate LegalSimpli meeting the above milestones, the Company anticipates that it is probable that the Company will pay the total $200,000 consideration to the Sellers for these milestones. In addition, the Purchase Agreement calls for an additional $400,000 of consideration to be paid to the Sellers if/when CVLB PR (formerly Immudyne PR) or the Company ever pay a dividend to shareholders. The Company has determined that it is probable that at some future point that the Company will pay this $400,000 to the Sellers. Regardless of whether LegalSimpli achieves either or both of the Milestones, the Buyer will retain full ownership of the Membership Interests. Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for intangible assets: Consideration Paid: Cash and cash equivalents $ 150,000 Additional consideration to be paid 200,000 Contingent consideration 400,000 Fair value of total consideration $ 750,000 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Cash and cash equivalents $ 1,445 Financial liabilities: Accounts payable and accrued liabilities (84,349 ) Deferred revenue (30,079 ) Non-controlling interest (144,118 ) Total identifiable net assets (227,022 ) Customer relationship asset 1,006,840 $ 750,000 |
Investment in Blockchain Indust
Investment in Blockchain Industries Inc. | 12 Months Ended |
Dec. 31, 2019 | |
Investment In Blockchain Industries Inc. | |
Investment in Blockchain Industries Inc. | NOTE 5 – INVESTMENT IN BLOCKCHAIN INDUSTRIES INC. On November 20, 2017, the Company entered into an agreement (the “Agreement”) with JOJ Holdings, LLC (“JOJ”). Pursuant to the terms of the Agreement, CVLB (formerly 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, 2017 and again on March 9, 2018. In consideration for the purchase, CVLB agreed to issue one (1) share of CVLB common stock to JOJ for every dollar CVLB 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. The initial assessment of this transaction was determined not to meet the basis of an exchange transaction per ASC 845-10-20, and accordingly, the Company has not recorded an asset or any equity compensation for this transaction. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS As of December 31, 2019 the Company has the following amounts related to intangible assets: Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer relationship asset $ 1,006,840 $ (531,388 ) Indefinite lived intangible assets: Purchased licenses 200,000 - $ 1,206,840 $ (531,388 ) As of December 31, 2018, the Company has the following amounts related to intangible assets: Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer relationship asset $ 1,006,840 $ (195,775 ) Indefinite lived intangible assets: Purchased licenses 200,000 - $ 1,206,840 $ (195,775 ) The aggregate amortization expense of the Company’s intangible assets for the years ending December 31, 2019 and 2018, was $335,613 and $195,775, respectively. Estimated amortization expense for 2019, 2020 and 2021 is approximately $336,000, $336,000, and $140,000, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE Notes payable consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible note of $450,000 issued in May of 2018. These notes have a maturity date of May 28, 2019 and accrue interest at a rate of 12% compounded annually. The conversion price for these notes is $0.23 per share of common stock, subject to adjustment. The borrowers have converted $344,642 of these notes including $9,922 of interest as of December 31, 2019 and 2018. While this note matured in May of 2019, the Company had yet to pay $187,308 to one investor as of December 31, 2019, subsequent to year-end, the Company signed an agreement to cure the default and pay the outstanding amount of the note. $ 187,308 $ 215,280 Promissory note of $230,000 issued in October of 2018. This note has a maturity date of April 1, 2019 and bears no interest, but requires an additional $30,000 from the original $200,000 received. The Company has recorded $0 and $12,000 as accrued interest as of June 30, 2018 and December 31, 2018, respectively. This note was repaid on April 1, 2019. - 200,000 Warrants to purchase up to 2,391,305 shares of common stock with an exercise price of $0.28 per share. The fair value of the warrants was determined to be $533,691 and was recorded as a debt discount to be amortized over the life of the note. For the six months ended June 30, 2019 and year ended December 31, 2018, amortization of debt discount was $217,864 and $315,828, respectively. - (217,864 ) Related party promissory note of $106,000 issued in December of 2018. This note has a maturity date of March 1, 2019 and bears no interest, but requires an additional $6,000 from the original $100,000 received. The Company has recorded $9,000 as accrued interest as of March 31, 2018. This note was repaid prior to the maturity date. - 50,000 The Company issued convertible notes of $1,291,000 in August of 2019 to three investors with an original issue discount of $215,250, as a result the Company received $1,076,250 for the issued promissory notes. These notes have a maturity date of August 15, 2020 and do not accrue interest. The conversion price for these notes is $0.23 per share of common stock, subject to quarterly adjustment based on the average trading price for the Company of the five previous days. 1,291,500 - The Company issued convertible notes of $1,291,000 in August of 2019 to three investors at a 20% discount to the convertible note amount which resulted in a discount of $215,250. As of December 31, 2019, the Company amortized $81,382 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (133,867 ) In conjunction with the convertible notes, the Company issued warrants to purchase up to 4,612,500 shares of common stock with an exercise price of $0.28 per share. The fair value of the warrants was determined to be $569,147. As of December 31, 2019, the Company amortized $215,184 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (353,963 ) The Company paid debt issuance costs paid $284,070 in connection with the new note financing on August 15, 2019. As of December 31, 2019, the Company amortized $107,826 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (176,244 ) - Total net debt $ 814,734 $ 247,416 Total interest expense on notes payable, inclusive of amortization of debt discount amounted to $680,490 and $424,098 for the years ended December 31, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES As of December 31, 2019, the Company has approximately $4,515,000 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 2038. 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 net operating loss carryforwards could be subject to limitation in any given year in the event of a change in ownership as defined by IRC Section 382. The 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 increased by approximately $148,000 and $324,000 during the year ended 2019 and 2018 and was approximately $1,711,000 and $1,562,000 at December 31, 2019 and 2018, respectively. The Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards. The income tax provision charged to continuing operations for the years ended December 31, 2019 and 2018 was as follows: December 31, Current: 2019 2018 U.S. federal $ (152,100 ) $ (98,900 ) State and local (40,400 ) (29,600 ) $ (192,500 ) $ (128,500 ) Deferred: U.S. federal 70,000 3,000 State and local - 1,000 $ 70,000 $ 4,000 The income tax expense (benefit) differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25% to pretax income (loss) for the years ended December 31, 2019 and 2018 as follows: December 31, 2019 2018 Computed “expected” tax expense (benefit) $ (783,000 ) $ (287,000 ) Increase (decrease) in income taxes resulting from: Permanent differences 7,000 - Apportionment of Puerto Rico income 380,000 - Puerto Rico taxes (70,000 ) (82,000 ) Nondeductible expenses 173,000 242,000 Change in valuation allowance 148,000 (324,000 ) Other 22,500 455,000 $ (122,500 ) $ 4,000 Net deferred tax liabilities consist of the following components as of December 31, 2019 and 2018: December 31, Deferred tax Liability: 2019 2018 Intangible asset amortization $ 28,000 $ 3,000 Intangible asset indefinite lived intangibles 42,000 70,000 3,000 Deferred tax assets: Inventory allowances 3,000 3,000 Returns reserve 26,000 9,000 Stock-based compensation 716,000 562,000 Temporary differences 15,000 - Net operating loss carryforwards - Puerto Rico 3,000 - Net operating loss carryforwards 948,000 989,000 1,711,000 1,563,000 Less valuation allowance (1,711,000 ) (1,563,000 ) $ 70,000 $ 3,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock In February 2018, pursuant to the sale of the Company’s legacy yeast beta glucan assets to the Company’s former CEO, Mr. McLaughlin, 2,000,000 shares of common stock of Mr. McLaughlin’s shares were cancelled. In March 2018, the Company issued 500,000 shares of common stock valued at $120,000 to a consultant. In May 2018, the Company amended the agreement with the consultant whereby the Company rescinded the 500,000 shares of common stock and reissued 250,000 shares of common stock. The 250,000 shares of common stock issued on May 14, 2018, were valued at $62,500. The Company is recognizing the expense at the time of issuance. In May 2018, the Company issued 1,000,000 shares of common stock valued at $230,000 to JLS Ventures, LLC, a company controlled by our CEO, Justin Schreiber, for services. The Company also committed to issue an additional 1,000,000 shares of common stock on January 1, 2019 valued in the aggregate amount of $230,000 if JLS Ventures met the service requirement specified in the agreement. These 2,000,000 shares serve as the compensation for Mr. Schreiber for his services as CEO of the Company. The Company is recognizing the expense for the issuances over the twenty-four-month term of the agreement. For the year ended December 31, 2019 and 2018, the Company recognized $ $172,500 has been expensed and included in compensation and related expenses on the consolidated statement of operations. In May 2018, the Company issued 200,000 shares of common stock valued at $56,000 to a consultant for services over a three-month term. The Company is recognizing the expense at the time of issuance. For the year ended December 31, 2018, $56,000 has been expensed and included in compensation and related expenses on the consolidated statement of operations. During the year ended December 31, 2018, certain convertible note holders were issued 1,498,442 shares at a conversion price of $0.23 per share in connection with the conversion of $344,641 of principal and interest of their notes, resulting in a decrease to the aggregate amount of outstanding convertible debt of approximately $344,641 during the year. During the year ended December 31, 2019, the Company issued 1,521,344 shares of common stock to various third-party investors, the Company received $350,001 in cash for these shares. In conjunction with one of the stock purchases, the Company issued warrants valued at $20,825 which based on the terms of the warrants, the Company has bifurcated and treated as equity. In addition to the above stock issued, the Company has issued 100,000 shares of common stock to a consultant for services rendered; which were valued at $16,000. During the year end December 31, 2018, the Company had convertible note holders convert 1,498,442 shares at a conversion price of $0.23 per share, resulting in a decrease to convertible notes of approximately $344,641 during the year. Noncontrolling Interest For the years ended December 31, 2019 and 2018, the net loss attributed to the non-controlling amounted to $391,055 and $119,262, respectively. On May 29, 2018, Conversion Labs PR acquired a 51% interest in LegalSimpli, which operates a marketing-driven software solutions business. On April 25, 2019, the Company entered into a membership purchase agreement with entities owned by the Company’s Chief Executive officer and Chief Technology Officer, Conversion Labs PR, whereby the Company acquired the remaining 21.8% interest of Conversion Labs PR from the Company’s Chief Executive officer and Chief Technology Officer. As such, the Company now wholly-owns 100% of Conversion labs PR. In order to consummate this transaction, the Company agreed to issue 5 million shares of common stock based on the issuance price of $0.18 per share, or for a total of $900,000 to the Company’s Chief Executive officer and Chief Technology Officer. As part of this transaction, the Company recognized $1.3 million in accumulated deficit and $417,046 to reverse the Company’s non-controlling interest related to CVLB PR. On May 31, 2019, the Company entered into the operating agreement of CVLB Rx, by and among the Company, Conversion Labs PR, Harborside Advisors, LLC, Happy Walters, an individual (“Walters”), and David Hanig, an individual (“Hanig”, and together with Conversion Labs PR, Harborside and Walters, each a “Member” and together the “Members”). Pursuant to the Operating Agreement, the Company, through Conversion Labs PR, owns 51% of the membership interests of CVLB Rx. The Operating Agreement governs the operations of CVLB Rx and provides for CVLB Rx’s management by a Board of Managers of at least three members. Among the provisions of the Operating Agreement are limitations and restrictions on the disposition of membership interests by a Member, including right of first refusal of the Members and an option for both the Company and the Members to purchase membership interests that are being offered by a Member. Service-Based Stock Options On February 9, 2019, Robert Kalkstein, the former Chief Financial Officer of the Company, tendered his resignation to the Company’s Board of Directors, effective March 31, 2019. In connection with Mr. Kalkstein’s resignation, the Company agreed to amend certain options granted to Mr. Kalkstein by decreasing the exercise price of 500,000 options for the Company’s common stock previously granted to Mr. Kalkstein from $0.40 per share to $0.28 per share; accelerate the vesting of 150,000 Options with such options to vest on March 31, 2019; and cancel 200,000 unvested options, the vesting of which was not accelerated. The Company determined that the additional compensation expense for this transaction was approximately $3,000, which was recognized in March of 2019. On March 15, 2019 the Company granted Mr. Piñeiro, the Chief Financial Officer of the Company, options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.23. The Company valued the estimated compensation expense for these options as approximately $73,000, using a Black-Scholes option-pricing model 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 2.38 % Expected stock price volatility 184.78 % Expected dividend payout — Expected option life-years 6.5 years Weighted average grant date fair value $ 0.15 Forfeiture rate 0 % The following is a summary of outstanding service-based options at December 31, 2019 and 2018: Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 10,960,800 0.20 - 0.40 3.41 years $ 0.26 Granted 3,400,000 0.30 - 0.40 6.9 years 0.39 Expired (550,000 ) – – 0.20 Exercised 40,800 0.2 3.41 years 0.20 Balance at December 31, 2018 13,820,000 $ 0.20 - 0.40 4.34 years $ 0.26 Granted 1,425,000 $ 0.23 - 1.50 9.55 years 0.72 Cancelled (200,000 ) $ 0.40 7.75 years 0.40 Expired – – – – Balance at September 30, 2019 15,045,000 $ 0.20 - 0.40 4.78 years $ 0.3 Exercisable December 31, 2018 10,805,416 $ 0.20 - 0.40 3.63 years $ 0.24 Exercisable December 31, 2019 11,805,416 $ 0.20 - 0.40 3.76 years $ 0.25 Performance-Based Stock Options The following is a summary of outstanding service-based options at December 31, 2019 and 2018: Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 – – – – Granted 15,425,000 $ 0.25 - 0.40 5.46 years $ 0.27 Cancelled – – – – Expired – – – – Balance at December 31, 2018 15,425,000 $ 0.25 - 0.40 5.46 years $ 0.27 Granted – – – – Cancelled (8,600,000 ) 0.25 - 0.40 7.32 years 0.31 Expired – – – – Balance at December 31, 2019 6,825,000 $ 0.25 - 0.40 3.11 years $ 0.23 Exercisable December 31, 2018 3,175,000 $ 0.25 - 0.40 2.63 years $ 0.40 Exercisable December 31, 2019 3,175,000 $ 0.25 - 0.40 2.63 years $ 0.40 Restricted Stock and Options The Company has entered into two agreements on April 1, 2016 with two consultants of CVLB 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 Conversion Labs, Inc. common stock. In addition, each consultant shall receive an additional 150,000 restricted shares of Conversion Labs, Inc. common stock for each $500,000 distributed by CVLB 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 CVLB 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, 2017, 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 $300,000 and $306,667 was expensed during the year ended December 31, 2019 and 2018. In addition, the Consulting Agreements provided that each consultant shall receive a bonus of an additional 750,000 restricted shares of Conversion Labs, Inc. common stock, plus an option to buy 1,000,000 shares of Conversion Labs, Inc. common stock at $0.20/share (including a cashless exercise feature) when CVLB 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 Conversion Labs, Inc. common stock and options to purchase up to 3,000,000 shares of Conversion Labs, Inc. common stock at $0.20/share. As of December 31, 2018 no bonus shares have been issued and no options have been granted under this agreement. Warrants The following is a summary of outstanding and exercisable warrants: Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 3,089,119 $ 0.20 - 0.40 1.5 years 0.4 Warrants Granted 2,491,305 0.28 - 0.40 7.5 years 0.29 Warrants Exercised – – – – Warrants Expired (354,891 ) 0.40 - 0.50 0 years 0.44 Balance at December 31, 2018 5,225,533 $ 0.20 - 0.50 2.99 years $ 0.35 Warrants Granted 6,201,088 $ 0.28 9.84 years 0.28 Warrants Exercised – – – – Warrants Expired (100,000 ) 0.20 - 0.50 – 0.35 Balance at December 31, 2019 11,326,621 $ 0.20 - 0.50 6.69 years $ 0.34 Exercisable December 31, 2018 5,225,533 $ 0.20 - 0.50 2.99 years $ 0.31 Exercisable December 31, 2019 10,330,244 $ 0.20 - 0.50 6.24 years $ 0.31 In March 2018, the Company issued 100,000 warrants to purchase shares of common stock with an exercise price of $0.50 per share, in relation to royalty license agreement. These warrants are fully vested and expire in ten years. In May 2018, the Company issued 2,391,305 warrants to purchase shares of common stock with an exercise price of $0.28 per share, in relation to an issuance of convertible notes payable. These warrants are fully vested and expire in five years. Warrants outstanding and exercisable amounted to 5,225,533 and 3,089,119 at December 31, 2019 and 2018, respectively. The weighted average exercise price of warrants outstanding at December 31, 2019 and 2018 is $0.35 and $0.40, respectively. The warrants expire at various times between December 2017 and September 2019. On October 25, 2018, the Company’s board of directors unanimously decided to amend warrants with a two-year term issued to warrant holders issued between January 2017 and March 2017 with an exercise price of $0.40 per share. The Company amended the warrants to provide for an additional three-year term to warrant holders as consideration for them entering into a call agreement with the Company, so that when the Company’s common stock trades above or over $0.75 per share for at least ten consecutive days. The Company has repriced the grant date fair value during 2018 and recognized additional expense as stock-based compensation of approximately $128,000. In May 2019, the Company issued 1,086,957 warrants to purchase shares of common stock with an exercise price of $0.28 to Bertrand Velge, a board member. The warrants will vest monthly over a four year period and expire in five years. On August 15, 2019, the Company entered into securities purchase agreements with three accredited investors (each an “Investor,” collectively, the “Investors”). Pursuant to the terms of the Purchase Agreements, the Company issued and sold to the Investors convertible promissory notes for the aggregate original principal amount of $1,291,500 (the “Notes”), and warrants to purchase up to 4,679,348 shares of the Company’s common stock (the “Warrants,”). The Warrants are immediately exercisable and have a term of ten years. The Warrants are exercisable at a price per share of $0.28, subject to adjustment as described herein and contain a cashless exercise mechanism. The fair value of warrants granted (or extended) during the years ended December 31, 2019 and 2018, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2019 2018 Expected volatility 123.4% - 195.7% 191% - 196% Risk free interest rate 1.42% - 2.58% 2.44% - 2.58% Expected dividend yield - - Expected warrant term (in years) 2.0 - 5.0 3.0 - 5.0 Weighted average grant date fair value $ 0.22 $0.21 – 0.22 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 $733,215 and $834,191 for the years ended December 31, 2019 and 2018, respectively. Such amounts are included in general and administrative expenses in the consolidated statement of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 10 – LEASES The Company primarily leases office space and other equipment using month to month terms. Conversion Labs PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (the Company’s President and CEO) on a month to month basis and incurs expense of approximately $4,000 a month for this office space. The Company started paying $95 per month to WeWork for a mailing address and the ability to lease conference space on-demand at their locations worldwide. This lease is considered month to month. The Company incurred $900 of expenses for the year ended December 31, 2018. 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. We have reviewed ASC 842 and have determined the following impact on our financial statements: 2019 Right of Use Asset 23,625 Lease liability 29,978 In February 2018, the Company entered into a 3-year agreement to lease office space in Huntington Beach, California beginning on March 2, 2018. The rent is payable on a monthly basis in the amount of $2,106 for the first twelve months, $2,149 for the second twelve months and $2,235 for the third twelve months. A security deposit of $2,235 was paid for this lease. The Company has classified this as an operating lease and have recorded the straight-line lease expense in the accompanying statement of operations. Total rent expense for the years ended December 31, 2019 and 2018, was $130,416 and $77,033, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 - COMMITMENTS AND CONTINGENCIES Royalty Agreements On September 1, 2016 CVLB 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 CVLB 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, CVLB 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, 2018, the Company capitalized the license fee in the amount of $100,000, as the purchase of the fee is deemed an asset purchase under ASC 805. 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. For the year ended December 31, 2019 and 2018, the Company recognized $78,629 and $98,408, respectively in royalty expense related to this agreement. As of December 31, 2019 and 2018, the $0and $18,994, respectively was included in accounts payable and accrued expenses in regard to this agreement. On March 26, 2018, the Company entered into a license agreement (the “Agreement”) with M.ALPHABET, LLC (“Alphabet”), pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions developed by Licensor for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising (the “Product Line”). Pursuant to the license granted under the Agreement, Conversion Labs PR obtains an exclusive license to incorporate (i) any intellectual property rights related to the Product Line and (ii) all designs, drawings, formulas, chemical compositions and specifications used or useable in the Product Line into one or more products manufactured, sold, and/or distributed by Alphabet for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising and for all other fields of use or purposes (the “Licensed Product(s)”), and to make, have made, advertise, promote, market, sell, import, export, use, offer to sell and distribute the Licensed Product(s) throughout the world with the exception of China, Hong Kong, Japan, and Australia (the “License”). The Company shall pay Alphabet a royalty equal to 13% of Gross Receipts (as defined in the Agreement) realized from the sales of Licensed Products. Further, so long as the Agreement is not previously terminated, the Company, also agreed to pay Alphabet $50,000 on the 120-day anniversary of the Agreement and an additional $50,000 on the 360-day anniversary of the Agreement. Upon execution of the Agreement, Alphabet will be granted a 10-year option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.50. Further, if Licensed Products have gross receipts of $7,500,000 in any calendar year, the Company will grant Alphabet an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.50; (ii) if Licensed Products have gross receipts of $10,000,000 in any calendar year, the Company will grant Alphabet an additional option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.50 and (iii) If Licensed Products have gross receipts of $20,000,000 in any calendar year, the Company will grant Alphabet an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.75. 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. Legal Matters In the normal course of business operations, the Company may become involved in various legal matters. At December 31, 2018, 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTONS Other Certain related party transactions were incurred by the legacy business that was sold in February 2018, including reimbursement of home office expenditures to the Company’s former President and CEO, employment of the Company’s former President and CEO’s wife, and legal and business advisory services provided by one of the Company’s directors. Chief Executive Officer JLS Ventures LLC, owned by our current CEO, provides credit card processing services through one or more merchant banks. JLS Ventures LLC did not receive any compensation for these services. 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. In May 2018, the Company issued 1,000,000 shares of common stock valued at $230,000 to JLS Ventures, LLC, for services. The Company also committed to issue an additional 1,000,000 shares of common stock on January 1, 2019 valued in the aggregate amount of $230,000 if JLS Ventures met the service requirement specified in the agreement. These 2,000,000 shares serve as the compensation for Mr. Schreiber for his services as CEO of the Company. The Company is recognizing the expense for the issuances over the twenty-four-month term of the agreement. For the year ended December 31, 2019 and 2018, $374,000 and $172,500 have been expensed and included in general and administrative expenses on the consolidated statement of operations. On November 20, 2017, the Company entered into an agreement (the “ Agreement JOJ CVLB PR utilizes office space in Puerto Rico which is subleased from Mr. Schreiber (President and CEO) incurs expense of approximately $4,000 to $5,000 a month for this office space for which the Company and the CEO do not have a written lease agreement. Payments to JLS ventures for rent on CVLB PR’s Puerto Rico office space amounted to $52,000 and $48,000 for the year ended December 31, 2019 and 2018, respectively. Conversion Labs PR utilizes BV Global Fulfillment, owned by a related person of the Company’s current Chief Executive Officer to warehouse a majority of the Company’s finished goods inventory and for fulfillment services. The Company pays a monthly fee of $13,000 to $16,000 per month and reimburses BV Global Fulfillment for their direct costs associated with shipping the Company’s products. These services amounted to $1,085,114 and $97,477 for the years ended December 31, 2019 and 2018, respectively, for these services. As of December 31, 2019 and 2018, the Company owed BV Global Fulfillment $53,026 and $39,171, respectively which are included in accounts payable and accrued liabilities on the accompany consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these financial statements were issued and has determined that none exist as of the date of this filing. Effective January 21, 2020, the Company amended its Certificate of Incorporation, by filing a certificate of amendment of certificate of incorporation (the “Certificate”) with the Secretary of State of Delaware, to effect the authorization of 5,000,000 shares of blank check preferred stock (the “Blank Check Preferred”) and to further effect the designation of 2,000,000 shares as 13% Cumulative Redeemable Perpetual Series A Preferred Stock (the “Series A Preferred”), a new class of stock having the designations, rights and preference set forth in such Certificate, all as approved an authorized by the Board. As reflected in such Certificate, the Company’s 5,000,000 authorized shares of preferred stock are comprised of 2,000,000 shares of Series A Preferred stock, and 3,000,000 shares of undesignated preferred stock for which the Board is authorized to determine the number of series into which such undesignated shares may be divided, the number of shares within each series, and the designations, rights and preferences associated with such shares. The Series A Preferred shares shall have a stated value of $25 per share (the “Stated Value”), and Series A Preferred holders shall be entitled to receive dividends at a rate of 13% of the Stated Value per share per annum. The Series A Preferred shares shall not have voting rights, except for on each matter which Series A Preferred holders are entitled to vote as a separate class in which case each Series A Preferred Holder shall be entitle to one vote per share of Series A Preferred. The Company retains an optional right to redeem the shares of Series A Preferred commencing on the third anniversary of the date of issuance of each shares of Series A Preferred. On February 25, 2020, the Company, and Alpha Capital Anstalt (“Alpha”) entered into a Note Repayment and Warrant Amendment Agreement (the “2019 Alpha Amendment”) whereby the Company agreed to (i) repay the outstanding balance of the Convertible Promissory Note issued in favor of Alpha on August 15, 2019 (the “2019 Alpha Note”) in the amount of $520,000, including principal and interest and (ii) amend the exercise price of the warrant (the “Alpha 2019 Warrant”) issued to Alpha in connection with the 2019 Alpha Note on August 15, 2019. The Alpha 2019 Warrant originally provided for the purchase of up to 1,826,087 shares of the Company’s common stock at an exercise price of $0.28 per share, none of which have been issued as of the date of the 2019 Alpha Amendment. Pursuant to the terms of the 2019 Alpha Warrant and in connection with the 2019 Alpha Amendment, the Company revised the exercise price of the Alpha 2019 Warrant from $0.28 per share to $0.135 per share and increased the number of shares issuable under the Alpha 2019 Warrant from 1,826,087 to 3,787,439 shares. On February 25, 2020, the Company, and Brio Capital Master Fund, Ltd. (“Brio”) entered into a Note Repayment and Warrant Amendment Agreement (the “2019 Brio Amendment “) whereby the Company agreed to (i) repay the outstanding balance of the Convertible Promissory Note issued in favor of Brio on August 15 , 2019 (the “2019 Brio Note”) in the amount of $162,500, including principal and interest and (ii) amend the exercise price of the warrant (the “2019 Brio Warrant”) issued to Brio in connection with the 2019 Brio Note on August 15, 2019. The Brio 2019 Warrant originally provide for the purchase of up to 570,652 shares of the Company’s common stock at an exercise price of $0.28 per share, none of which have been issued as of the date of the 2019 Brio Amendment. Pursuant to the terms of the 2019 Brio Warrant and in connection with the 2019 Brio Amendment, the Company revised the exercise price of the 2019 Brio Warrant from $0.28 per share to $0.135 per share and increased the number of shares issuable under the 2019 Brio Warrant from 570,652 to 1,183,575 shares. On February 25, 2020, the Company, and Brio entered into a Warrant Amendment Agreement (the “2018 Brio Warrant Amendment”) to amend the exercise price of the warrant issued to Brio on May 29, 2018 (the “Brio 2018 Warrant”). The Brio 2018 Warrant originally provided for the purchase of up to 434,783 shares of the Company’s common stock at an exercise price of $0.28 per share, none of which have been issued as of the date of the 2018 Brio Warrant Amendment. Pursuant to the 2018 Brio Warrant Amendment, the Company agreed to revise the exercise price of the 2018 Brio Warrant from $0.28 per share to $0.135 per share and increased the number of shares issuable under the 2018 Brio Warrant from 434,783 to 466,989 shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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, CVLB PR and variable interest entities (VIE’s) in which the Company has been determined to be the primary beneficiary. The non-controlling interest in LegalSimpli LLC represents the 49% equity interest held by other members of the subsidiary. 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. 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. |
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 valuation of inventory and stockholders’ equity-based transactions. Actual results could differ from those estimates. |
Inventory | Inventory At December 31, 2019 and December 31, 2018, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s third-party warehouse, which is owned by a related party, in Pennsylvania. 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, 2019 and December 31, 2018, the Company recorded an inventory reserve in the amount of $12,500 and $12,500, respectively. Inventory consists of the following: December 31, 2019 December 31, 2018 Raw materials $ 37,542 $ - Finished products 912,517 1,022,616 Total net inventory $ 950,059 $ 1,022,616 |
Product Deposit | Product Deposit Due to our cash situation and the Company’s credit, many of our vendors require deposits when a purchase order is placed for goods or fulfillment services. These deposits typically ranging from 10% to 33% of the total purchased amount. Our vendors issue a credit memo when sending their final invoice, reducing the amount the Company owes for the deposit amount on file with the vendors. The Company capitalizes these product deposits until the inventory is received. As of December 31, 2019 and 2018, the Company has $150,000 and $33,302, respectively of products deposit with multiple vendors for the purchase of raw materials or finished for products we sell online. As of December 31, 2019 and 2018, the vast majority of these product deposits are with one vendor that manufacturers the Company’s finished goods inventory. |
Intangible Assets | Intangible Assets Intangible assets are comprised of customer relationship asset and purchased license fees with estimated useful lives of three years and indefinite lived, respectively. Intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities (asset group). If the sum of the projected undiscounted cash flows (excluding interest charges) of an asset group is less than its carrying value and the fair value of an asset group is also less than its carrying value, the assets will be written down by the amount by which the carrying value of the asset group exceeded its fair value. However, the carrying amount of a finite-lived intangible asset can never be written down below its fair value. Any loss would be recognized in income from continuing operations in the period in which the determination is made. Management determined that no impairment of long-lived assets existed as of December 31, 2019 and 2018. |
Revenue Recognition | Revenue Recognition The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue For the Company’s product-based contracts with customers, the Company has determined that there is one performance obligation and the delivery of this performance obligation is transferred at a point in time. The Company generally records sales of finished products once the customer places and pays for 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 should be deferred until that time, however the Company does not have a process to properly record the recognition of revenue if orders are not immediately shipped. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, which is usually upon shipment of the product. The Company does sell a subscription based service which is based on the recurring shipment of products and billed as if the Company were receiving recurring revenues and orders each month, therefore, the Company records these upon shipment to the customer. The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. The Company has determined that the population of contracts with customers tends to be homogenous, so that review of the contracts and estimate of various revenue related adjustments can be applied to the entire portfolio population. The Company began testing trial offers with the Shapiro MD products in late 2018. The Company was unable to adequately implement a process to report any trial-based sales and the related impact on inventory. Given the relatively new trail period being offered, the Company has not been able to estimate the historical effect to determine how this will change the recording of revenue. The Company offers a suite of software to customers as a monthly subscription based service. This suite of software allows the user or subscriber to convert almost any type of document to other editable document type formats for easy editing. For these subscription-based contracts with customers, The Company offers a 14-day trial period which is billed at $1.95 for an initial period, a monthly subscription, or a yearly subscription to the Company’s software. The Company has estimated that there is one product and performance obligation that is delivered over time, as the Company allows the subscriber to access the service for the time period purchased. The Company allows the customer to cancel at any point during the billing cycle, in which case the customers subscription will not be renewed for the following month or year depending on the original subscription. The Company records the sales over the customers subscription period for monthly and yearly subscribers or at the end of the initial 14 day service period for customers who purchased the initial subscription. The Company offers a discount for purchase of the monthly and yearly subscriptions, which must be paid at the initiation of the contract term, so that the Contract price is fixed at the contract initiation. Yearly and monthly subscriptions for the subscription are recorded net of the Company’s known discount. As of December 31, 2019 and 2018, the Company has accrued contract liabilities of approximately $110,000 and $76,000, respectively which represent obligation on in-process monthly or yearly contracts with customers and yet to be recognized initial 14-day trial periods. Customer discounts, returns and rebates on product revenues during the year ended December 31, 2019 and 2018 approximated $1,292,000 and $492,000, respectively. Customer discounts and allowances on software revenues during the year ended December 31, 2019 and 2018 approximated $240,000 and $56,000, respectively. During the year-ended December 31, 2019 and 2018, the Company had the following disaggregated revenue: Year Ended December 31, 2019 % 2018 % Product revenues by Brand for CVLB PR: Shapiro MD $ 9,019,956 72 $ 7,940,891 95 Innate 49,258 - 1,200 - iNR Wellness 738,965 6 101,602 1 Scarology 51,131 - 723 - Rex MD 60,197 - - - Total product revenue for CVLB PR $ 9,919,506 80 $ 8,044,416 97 Software revenue for LegalSimpli 2,539,129 20 277,713 3 Services revenue for CVLB Media 9,943 - 2,000 - Total net revenue $ 12,468,578 100 $ 8,324,129 100 |
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. As of December 31, 2019 and 2018, the accounts receivable reserve was approximately $0 and $0, respectively. As of December 31, 2019 and 2018, the reserve for sales returns and allowances was approximately $83,553 and $42,515, respectively. |
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. Given the increase in the Company’s software business and to conform the Company’s presentation of operating results to industry standards, the Company has changed their categories for reporting operations, as result the Company has made reclassifications to the prior year presentation in order to conform it to the current presentation. |
Income Taxes | Income Taxes The Company files Corporate Federal and State tax returns, while CVLB PR and LegalSimpli file tax returns in Puerto Rico, 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, 2016, 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 44,022,523 options and warrants for the year ended December 31, 2019 have not been included in the loss per share calculations as the effects are anti-dilutive. Common stock equivalents comprising shares underlying 17,851,591 options and warrants for the year ended December 31, 2018 have not been included in the loss per share calculation as the effects are anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable and accrued expenses and the face amount of notes payable approximate fair value for all periods. |
Concentrations of Risk | Concentrations of 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. We are dependent on certain third-party manufacturers, although we believe that other contract manufacturers could be quickly secured if any of our current manufacturers cease to perform adequately. As of December 31, 2019, we utilized two (2) suppliers for finished goods, one (1) supplier for packaging and bottles and one (1) supplier for labeling. For the period ended December 31, 2019, we purchased 100% of our finished goods from two (2) manufacturers. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Inventory | Inventory consists of the following: December 31, 2019 December 31, 2018 Raw materials $ 37,542 $ - Finished products 912,517 1,022,616 Total net inventory $ 950,059 $ 1,022,616 |
Schedule of Disaggregated Revenue | During the year-ended December 31, 2019 and 2018, the Company had the following disaggregated revenue: Year Ended December 31, 2019 % 2018 % Product revenues by Brand for CVLB PR: Shapiro MD $ 9,019,956 72 $ 7,940,891 95 Innate 49,258 - 1,200 - iNR Wellness 738,965 6 101,602 1 Scarology 51,131 - 723 - Rex MD 60,197 - - - Total product revenue for CVLB PR $ 9,919,506 80 $ 8,044,416 97 Software revenue for LegalSimpli 2,539,129 20 277,713 3 Services revenue for CVLB Media 9,943 - 2,000 - Total net revenue $ 12,468,578 100 $ 8,324,129 100 |
Discontinued Operations and A_2
Discontinued Operations and Assets and Liabilities Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations and the Assets and Liabilities | A breakdown of the discontinued operations is presented as follows: Year Ended December 31, 2018 Net sales $ 363,613 Cost of sales 56,666 Gross profit 306,947 Operating expenses 125,960 Income from discontinued operations 180,987 Gain on sale 744,752 Net income from discontinued operations $ 925,739 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Identifiable Assets Acquired, and Liabilities Assumed Including Amount Intangible Assets | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for intangible assets: Consideration Paid: Cash and cash equivalents $ 150,000 Additional consideration to be paid 200,000 Contingent consideration 400,000 Fair value of total consideration $ 750,000 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Cash and cash equivalents $ 1,445 Financial liabilities: Accounts payable and accrued liabilities (84,349 ) Deferred revenue (30,079 ) Non-controlling interest (144,118 ) Total identifiable net assets (227,022 ) Customer relationship asset 1,006,840 $ 750,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2019 the Company has the following amounts related to intangible assets: Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer relationship asset $ 1,006,840 $ (531,388 ) Indefinite lived intangible assets: Purchased licenses 200,000 - $ 1,206,840 $ (531,388 ) As of December 31, 2018, the Company has the following amounts related to intangible assets: Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer relationship asset $ 1,006,840 $ (195,775 ) Indefinite lived intangible assets: Purchased licenses 200,000 - $ 1,206,840 $ (195,775 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible note of $450,000 issued in May of 2018. These notes have a maturity date of May 28, 2019 and accrue interest at a rate of 12% compounded annually. The conversion price for these notes is $0.23 per share of common stock, subject to adjustment. The borrowers have converted $344,642 of these notes including $9,922 of interest as of December 31, 2019 and 2018. While this note matured in May of 2019, the Company had yet to pay $187,308 to one investor as of December 31, 2019, subsequent to year-end, the Company signed an agreement to cure the default and pay the outstanding amount of the note. $ 187,308 $ 215,280 Promissory note of $230,000 issued in October of 2018. This note has a maturity date of April 1, 2019 and bears no interest, but requires an additional $30,000 from the original $200,000 received. The Company has recorded $0 and $12,000 as accrued interest as of June 30, 2018 and December 31, 2018, respectively. This note was repaid on April 1, 2019. - 200,000 Warrants to purchase up to 2,391,305 shares of common stock with an exercise price of $0.28 per share. The fair value of the warrants was determined to be $533,691 and was recorded as a debt discount to be amortized over the life of the note. For the six months ended June 30, 2019 and year ended December 31, 2018, amortization of debt discount was $217,864 and $315,828, respectively. - (217,864 ) Related party promissory note of $106,000 issued in December of 2018. This note has a maturity date of March 1, 2019 and bears no interest, but requires an additional $6,000 from the original $100,000 received. The Company has recorded $9,000 as accrued interest as of March 31, 2018. This note was repaid prior to the maturity date. - 50,000 The Company issued convertible notes of $1,291,000 in August of 2019 to three investors with an original issue discount of $215,250, as a result the Company received $1,076,250 for the issued promissory notes. These notes have a maturity date of August 15, 2020 and do not accrue interest. The conversion price for these notes is $0.23 per share of common stock, subject to quarterly adjustment based on the average trading price for the Company of the five previous days. 1,291,500 - The Company issued convertible notes of $1,291,000 in August of 2019 to three investors at a 20% discount to the convertible note amount which resulted in a discount of $215,250. As of December 31, 2019, the Company amortized $81,382 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (133,867 ) In conjunction with the convertible notes, the Company issued warrants to purchase up to 4,612,500 shares of common stock with an exercise price of $0.28 per share. The fair value of the warrants was determined to be $569,147. As of December 31, 2019, the Company amortized $215,184 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (353,963 ) The Company paid debt issuance costs paid $284,070 in connection with the new note financing on August 15, 2019. As of December 31, 2019, the Company amortized $107,826 of the debt issuance costs which is included in Interest expense on the accompanying statement of operations. (176,244 ) - Total net debt $ 814,734 $ 247,416 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision Charges | The income tax provision charged to continuing operations for the years ended December 31, 2019 and 2018 was as follows: December 31, Current: 2019 2018 U.S. federal $ (152,100 ) $ (98,900 ) State and local (40,400 ) (29,600 ) $ (192,500 ) $ (128,500 ) Deferred: U.S. federal 70,000 3,000 State and local - 1,000 $ 70,000 $ 4,000 |
Schedule of Provision Differs from the Amount of Income Tax | The income tax expense (benefit) differs from the expected amount of income tax expense (benefit) determined by applying a combined U.S. federal and state (Puerto Rico) income tax rate of 25% to pretax income (loss) for the years ended December 31, 2019 and 2018 as follows: December 31, 2019 2018 Computed “expected” tax expense (benefit) $ (783,000 ) $ (287,000 ) Increase (decrease) in income taxes resulting from: Permanent differences 7,000 - Apportionment of Puerto Rico income 380,000 - Puerto Rico taxes (70,000 ) (82,000 ) Nondeductible expenses 173,000 242,000 Change in valuation allowance 148,000 (324,000 ) Other 22,500 455,000 $ (122,500 ) $ 4,000 |
Schedule of Net Deferred Tax Liabilities | Net deferred tax liabilities consist of the following components as of December 31, 2019 and 2018: December 31, Deferred tax Liability: 2019 2018 Intangible asset amortization $ 28,000 $ 3,000 Intangible asset indefinite lived intangibles 42,000 70,000 3,000 Deferred tax assets: Inventory allowances 3,000 3,000 Returns reserve 26,000 9,000 Stock-based compensation 716,000 562,000 Temporary differences 15,000 - Net operating loss carryforwards - Puerto Rico 3,000 - Net operating loss carryforwards 948,000 989,000 1,711,000 1,563,000 Less valuation allowance (1,711,000 ) (1,563,000 ) $ 70,000 $ 3,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Assumptions of Fair Values Options Issued | 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 2.38 % Expected stock price volatility 184.78 % Expected dividend payout — Expected option life-years 6.5 years Weighted average grant date fair value $ 0.15 Forfeiture rate 0 % |
Schedule of Warrant Activity | The following is a summary of outstanding and exercisable warrants: Warrants Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 3,089,119 $ 0.20 - 0.40 1.5 years 0.4 Warrants Granted 2,491,305 0.28 - 0.40 7.5 years 0.29 Warrants Exercised – – – – Warrants Expired (354,891 ) 0.40 - 0.50 0 years 0.44 Balance at December 31, 2018 5,225,533 $ 0.20 - 0.50 2.99 years $ 0.35 Warrants Granted 6,201,088 $ 0.28 9.84 years 0.28 Warrants Exercised – – – – Warrants Expired (100,000 ) 0.20 - 0.50 – 0.35 Balance at December 31, 2019 11,326,621 $ 0.20 - 0.50 6.69 years $ 0.34 Exercisable December 31, 2018 5,225,533 $ 0.20 - 0.50 2.99 years $ 0.31 Exercisable December 31, 2019 10,330,244 $ 0.20 - 0.50 6.24 years $ 0.31 |
Schedule of Assumptions of Fair Values Warrants Granted | The fair value of warrants granted (or extended) during the years ended December 31, 2019 and 2018, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2019 2018 Expected volatility 123.4% - 195.7% 191% - 196% Risk free interest rate 1.42% - 2.58% 2.44% - 2.58% Expected dividend yield - - Expected warrant term (in years) 2.0 - 5.0 3.0 - 5.0 Weighted average grant date fair value $ 0.22 $0.21 – 0.22 |
Service-Based Stock Options [Member] | |
Schedule of Option Activity | The following is a summary of outstanding service-based options at December 31, 2019 and 2018: Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 10,960,800 0.20 - 0.40 3.41 years $ 0.26 Granted 3,400,000 0.30 - 0.40 6.9 years 0.39 Expired (550,000 ) – – 0.20 Exercised 40,800 0.2 3.41 years 0.20 Balance at December 31, 2018 13,820,000 $ 0.20 - 0.40 4.34 years $ 0.26 Granted 1,425,000 $ 0.23 - 1.50 9.55 years 0.72 Cancelled (200,000 ) $ 0.40 7.75 years 0.40 Expired – – – – Balance at September 30, 2019 15,045,000 $ 0.20 - 0.40 4.78 years $ 0.3 Exercisable December 31, 2018 10,805,416 $ 0.20 - 0.40 3.63 years $ 0.24 Exercisable December 31, 2019 11,805,416 $ 0.20 - 0.40 3.76 years $ 0.25 |
Performance-Based Stock Options [Member] | |
Schedule of Option Activity | The following is a summary of outstanding service-based options at December 31, 2019 and 2018: Options Outstanding Number of Shares Exercise Price per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price per Share Balance at December 31, 2017 – – – – Granted 15,425,000 $ 0.25 - 0.40 5.46 years $ 0.27 Cancelled – – – – Expired – – – – Balance at December 31, 2018 15,425,000 $ 0.25 - 0.40 5.46 years $ 0.27 Granted – – – – Cancelled (8,600,000 ) 0.25 - 0.40 7.32 years 0.31 Expired – – – – Balance at December 31, 2019 6,825,000 $ 0.25 - 0.40 3.11 years $ 0.23 Exercisable December 31, 2018 3,175,000 $ 0.25 - 0.40 2.63 years $ 0.40 Exercisable December 31, 2019 3,175,000 $ 0.25 - 0.40 2.63 years $ 0.40 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Leases | We have reviewed ASC 842 and have determined the following impact on our financial statements: 2019 Right of Use Asset 23,625 Lease liability 29,978 |
Nature of the Organization an_2
Nature of the Organization and Business (Details Narrative) - USD ($) | Dec. 31, 2019 | Apr. 25, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | May 29, 2018 | Apr. 01, 2016 |
Accumulated deficit | $ (16,594,917) | $ (12,140,670) | ||||
Immudyne PR LLC [Member] | ||||||
Percentage of ownership equity interest | 78.20% | |||||
Percentage of purchase business acquired | 51.00% | |||||
Conversion Labs PR [Member] | ||||||
Percentage of ownership equity interest | 100.00% | |||||
LegalSimpli Software, LLC [Member] | ||||||
Percentage of purchase business acquired | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory reserve | $ 12,500 | $ 12,500 |
Product deposit | 150,000 | 33,302 |
Impairment of long-lived assets | ||
Accrued contract liabilities | 109,552 | 75,984 |
Customer discounts, returns and rebates on product revenues | 1,292,000 | 492,000 |
Customer discounts and allowances on software revenues | 240,000 | 56,000 |
Accounts receivable reserve | 0 | 0 |
Reserve for sales returns and allowances | $ 83,553 | $ 42,515 |
Antidilutive securities excluded from computation of earnings per share | 44,022,523 | 17,851,591 |
Minimum [Member] | ||
Deposits percentage | 10.00% | |
Maximum [Member] | ||
Deposits percentage | 33.00% | |
LegalSimpli Software, LLC [Member] | ||
Non-controlling interest rate | 49.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials | $ 37,542 | |
Finished products | 912,517 | 1,022,616 |
Total net inventory | $ 950,059 | $ 1,022,616 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total net revenue | $ 12,468,578 | $ 8,324,129 |
Net revenue, percentage | 100.00% | 100.00% |
Product Revenues, Net [Member] | CVLB PR [Member] | ||
Total net revenue | $ 9,919,506 | $ 8,044,416 |
Net revenue, percentage | 80.00% | 97.00% |
Product Revenues, Net [Member] | Shapiro MD [Member] | CVLB PR [Member] | ||
Total net revenue | $ 9,019,956 | $ 7,940,891 |
Net revenue, percentage | 72.00% | 95.00% |
Product Revenues, Net [Member] | Innate [Member] | CVLB PR [Member] | ||
Total net revenue | $ 49,258 | $ 1,200 |
Net revenue, percentage | 0.00% | 0.00% |
Product Revenues, Net [Member] | iNR Wellness [Member] | CVLB PR [Member] | ||
Total net revenue | $ 738,965 | $ 101,602 |
Net revenue, percentage | 6.00% | 1.00% |
Product Revenues, Net [Member] | Scarology [Member] | CVLB PR [Member] | ||
Total net revenue | $ 51,131 | $ 723 |
Net revenue, percentage | 0.00% | 0.00% |
Product Revenues, Net [Member] | Scarology [Member] | Rex MD [Member] | ||
Total net revenue | $ 60,197 | |
Net revenue, percentage | 0.00% | |
Product Revenues, Net [Member] | Rex MD [Member] | CVLB PR [Member] | ||
Total net revenue | ||
Net revenue, percentage | 0.00% | |
Software Revenues, Net [Member] | LegalSimpli Software, LLC [Member] | ||
Total net revenue | $ 2,539,129 | $ 277,713 |
Net revenue, percentage | 20.00% | 3.00% |
Service Revenues, Net [Member] | Conversion Labs Media, LLC [Member] | ||
Total net revenue | $ 9,943 | $ 2,000 |
Net revenue, percentage | 0.00% | 0.00% |
Discontinued Operations and A_3
Discontinued Operations and Assets and Liabilities Held For Sale (Details Narrative) - Asset Sale Agreement [Member] - Mark McLaughlin [Member] - USD ($) | Feb. 07, 2018 | Jan. 29, 2018 |
Assets | $ 850,000 | |
Discontinued operations, description | (i) 2,000,000 shares of the Company's common stock (valued at $0.23 per share or $460,000), payable on February 12, 2018, (the "Closing Date"), (ii) $190,000 payable on the Closing Date, (iii) $200,000 payable within 120 days following the Closing Date, and (iv) the waiver of all rights to any severance payment in the amount of $150,000. | |
Asset sale agreement | $ 1,000,000 | |
Total assets and liabilities transferred | 255,248 | |
Gain on sale assets | $ 744,752 |
Discontinued Operations and A_4
Discontinued Operations and Assets and Liabilities Held For Sale - Schedule of Discontinued Operations and the Assets and Liabilities (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Discontinued Operations And Assets And Liabilities Held For Sale - Schedule Of Discontinued Operations And Assets And Liabilities | |
Net Sales | $ 363,613 |
Cost of Sales | 56,666 |
Gross Profit | 306,947 |
Operating expenses | 125,960 |
Income from discontinued operations | 180,987 |
Gain on sale | 744,752 |
Net income from discontinued operations | $ 925,739 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | May 29, 2018 | |
Initial payment for membership interest | $ 150,000 | ||
Immudyne PR LLC [Member] | |||
Percentage of purchase business acquired | 51.00% | ||
LegalSimpli Software, LLC [Member] | |||
Percentage of purchase business acquired | 51.00% | ||
Initial payment for membership interest | $ 150,000 | ||
Membership interest purchase agreement, description | Additionally, Buyer may be obligated to pay up to an additional $200,000 in accordance with the following milestones (the "Milestones"): (i) $100,000 to the Sellers on the 90-day anniversary of the Purchase Agreement, so long LegalSimpli's gross revenue for the preceding 30-day period is equal to or greater than $75,000; and (ii) $100,000 to the Sellers on the 180-day anniversary of the Purchase Agreement, so long as LegalSimpli's gross revenue for the preceding 30-day period is equal to or greater than $150,000, with a minimum net profit margin of 25% in each instance. As of December 31, 2018, while the Company does not anticipate LegalSimpli meeting the above milestones, the Company anticipates that it is probable that the Company will pay the total $200,000 consideration to the Sellers for these milestones. In addition, the Purchase Agreement calls for an additional $400,000 of consideration to be paid to the Sellers if/when CVLB PR (formerly Immudyne PR) or the Company ever pay a dividend to shareholders. The Company has determined that it is probable that at some future point that the Company will pay this $400,000 to the Sellers. |
Business Combination - Schedule
Business Combination - Schedule of Fair Value of Identifiable Assets Acquired, and Liabilities Assumed Including Amount Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 150,000 |
Additional consideration to be paid | 200,000 |
Contingent consideration | 400,000 |
Fair value of total consideration | 750,000 |
Cash and cash equivalents | 1,445 |
Accounts payable and accrued liabilities | (84,349) |
Deferred revenue | (30,079) |
Non-controlling interest | (144,118) |
Total identifiable net assets | (227,022) |
Customer relationship asset | 1,006,840 |
Total | $ 750,000 |
Investment in Blockchain Indu_2
Investment in Blockchain Industries Inc. (Details Narrative) - JOJ Holdings, LLC [Member] - shares | Jan. 16, 2018 | Nov. 20, 2017 |
Stock issued during period, shares, acquisitions | 2,000,000 | |
Forward split description | post-split from a 2:1 forward split | |
Investment purchase agreement, Description | In consideration for the purchase, CVLB agreed to issue one (1) share of CVLB common stock to JOJ for every dollar CVLB 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. | |
Maximum [Member] | ||
Stock issued during period, shares, acquisitions | 5,000,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 335,613 | $ 195,775 |
Amortization expense 2019 | 336,000 | |
Amortization expense 2020 | 336,000 | |
Amortization expense 2021 | $ 140,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Gross Carrying Amount | $ 1,206,840 | $ 1,206,840 |
Accumulated Amortization | (531,388) | (195,775) |
Customer Relationship Asset [Member] | ||
Gross Carrying Amount | 1,006,840 | 1,006,840 |
Accumulated Amortization | (531,388) | (195,775) |
Purchased Licenses [Member] | ||
Gross Carrying Amount | 200,000 | 200,000 |
Accumulated Amortization |
Notes Payable - (Details Narrat
Notes Payable - (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Total interest expense on notes payable | $ 680,490 | $ 424,098 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total net debt | $ 814,734 | $ 247,416 |
Notes Payable One [Member] | ||
Total net debt | 187,308 | 215,280 |
Notes Payable Two [Member] | ||
Total net debt | 200,000 | |
Notes Payable Three [Member] | ||
Total net debt | (217,864) | |
Notes Payable Four [Member] | ||
Total net debt | 50,000 | |
Notes Payable Five [Member] | ||
Total net debt | 1,291,500 | |
Notes Payable Six [Member] | ||
Total net debt | (133,867) | |
Notes Payable Seven [Member] | ||
Total net debt | ||
Notes Payable Seven [Member] | Maximum [Member] | ||
Total net debt | (353,963) | |
Notes Payable Eight [Member] | ||
Total net debt | $ (176,244) |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Aug. 15, 2019 | Dec. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | May 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Interest expenses | $ 761,150 | $ 354,388 | ||||||||
Warrant exercise price | $ 0.40 | $ 0.35 | $ 0.28 | $ 0.40 | $ 0.35 | $ 0.50 | ||||
Amortization of debt discount | $ 622,256 | $ 315,828 | ||||||||
Repayments of debt | 284,070 | |||||||||
Notes Payable One [Member] | ||||||||||
Debt face amount | $ 450,000 | |||||||||
Debt instrument maturity date | May 28, 2019 | |||||||||
Debt instrument rate | 12.00% | |||||||||
Debt conversion price | $ 0.23 | |||||||||
Debt conversion amount | $ 344,642 | |||||||||
Interest expenses | 9,922 | 9,922 | ||||||||
Notes Payable One [Member] | One Investor [Member] | ||||||||||
Notes payable | $ 187,308 | 187,308 | ||||||||
Notes Payable Two [Member] | ||||||||||
Debt face amount | $ 230,000 | |||||||||
Debt instrument maturity date | Apr. 1, 2019 | |||||||||
Debt original amount | $ 30,000 | |||||||||
Proceeds from debt | $ 200,000 | |||||||||
Accrued interest | $ 12,000 | $ 0 | $ 12,000 | |||||||
Notes Payable Three [Member] | ||||||||||
Warrant exercise price | $ 0.28 | $ 0.28 | ||||||||
Fair value of warrants | $ 533,691 | |||||||||
Amortization of debt discount | $ 217,864 | $ 315,828 | ||||||||
Notes Payable Three [Member] | Maximum [Member] | ||||||||||
Warrant to purchase common stock | 2,391,305 | 2,391,305 | ||||||||
Notes Payable Four [Member] | ||||||||||
Debt face amount | $ 106,000 | $ 106,000 | ||||||||
Debt instrument maturity date | Mar. 1, 2019 | |||||||||
Debt original amount | $ 6,000 | |||||||||
Proceeds from debt | $ 100,000 | |||||||||
Accrued interest | $ 9,000 | |||||||||
Notes Payable Five [Member] | Three Investor [Member] | ||||||||||
Debt face amount | $ 1,291,000 | |||||||||
Debt instrument maturity date | Aug. 15, 2020 | |||||||||
Debt conversion price | $ 0.23 | |||||||||
Debt original amount | $ 215,250 | |||||||||
Proceeds from debt | 1,076,250 | |||||||||
Notes Payable Six [Member] | ||||||||||
Amortization of debt discount | $ 81,382 | |||||||||
Notes Payable Six [Member] | Three Investor [Member] | ||||||||||
Debt face amount | $ 1,291,000 | |||||||||
Debt discount percentage | 20.00% | |||||||||
Debt discount amount | $ 215,250 | |||||||||
Notes Payable Seven [Member] | ||||||||||
Amortization of debt discount | $ 215,184 | |||||||||
Notes Payable Seven [Member] | Maximum [Member] | ||||||||||
Warrant to purchase common stock | 4,612,500 | 4,612,500 | ||||||||
Warrant exercise price | $ 0.28 | $ 0.28 | ||||||||
Fair value of warrants | $ 569,147 | |||||||||
Notes Payable Eight [Member] | ||||||||||
Amortization of debt discount | $ 107,826 | |||||||||
Notes Payable Eight [Member] | New Note [Member] | ||||||||||
Repayments of debt | $ 215,184 |
Income Taxes - (Details Narrati
Income Taxes - (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 4,515,000 | |
Operating loss carryforwards expiration, description | 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 2038. | |
Income tax examination description | 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%. | |
Reduction in deferred tax assets | $ 242,000 | |
Statutory income rate | 21.00% | |
Valuation allowance increased | $ 148,000 | $ 324,000 |
Operating valuation allowances | $ 1,711,000 | $ 1,562,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision Charges (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current: U.S. federal | $ (152,100) | $ (98,900) |
Current: State and local | (40,400) | (29,600) |
Total | (192,500) | (128,500) |
Deferred: U.S. federal | 70,000 | 3,000 |
Deferred: State and local | 1,000 | |
Total | $ 70,000 | $ 4,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision Differs from the Amount of Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed "expected" tax expense (benefit) | $ (783,000) | $ (287,000) |
Permanent differences | 7,000 | |
Apportionment of Puerto Rico income | 380,000 | |
Puerto Rico taxes | (70,000) | (82,000) |
Nondeductible expenses | 173,000 | 242,000 |
Change in valuation allowance | 148,000 | (324,000) |
Other | 22,500 | 455,000 |
Total | $ (122,500) | $ (124,700) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Intangible asset amortization | $ 28,000 | $ 3,000 |
Intangible asset indefinite lived intangibles | 42,000 | |
Total | 70,000 | 3,000 |
Inventory allowances | 3,000 | 3,000 |
Returns reserve | 26,000 | 9,000 |
Stock-based compensation | 716,000 | 562,000 |
Temporary differences | 15,000 | |
Net operating loss carryforwards - Puerto Rico | 3,000 | |
Net operating loss carryforwards | 948,000 | 989,000 |
Total | 1,711,000 | 1,563,000 |
Less valuation allowance | (1,711,000) | (1,563,000) |
Total | $ 70,000 | $ 3,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Aug. 15, 2019USD ($)$ / sharesshares | May 31, 2019$ / sharesshares | Apr. 25, 2019USD ($)$ / sharesshares | Mar. 15, 2019USD ($)$ / sharesshares | Feb. 09, 2019$ / sharesshares | Jan. 02, 2019USD ($)shares | May 14, 2018USD ($)shares | Nov. 20, 2017shares | Apr. 01, 2016USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | May 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Feb. 28, 2018shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Integer$ / sharesshares | Dec. 31, 2017shares | Oct. 25, 2018$ / shares | May 29, 2018 |
Value of common stock issued for services as per agreement | $ | $ 16,000 | |||||||||||||||||
Stock compensation expense | $ | 172,500 | $ 172,500 | ||||||||||||||||
Net (loss) income attributable to noncontrolling interests | $ | (391,055) | (119,262) | ||||||||||||||||
Accumulated deficit | $ | (16,594,917) | (12,140,670) | ||||||||||||||||
Agreement to issue shares for non-controlling interest in CVLB PR | $ | ||||||||||||||||||
Value of shares issued for compensation | $ | 733,215 | 273,571 | ||||||||||||||||
Number of restricted stock issued | 2,300,000 | |||||||||||||||||
Value of restricted stock issued | $ | 411,500 | |||||||||||||||||
Restricted stock and option expenses | $ | $ 300,000 | $ 306,667 | ||||||||||||||||
Warrants to purchase of common stock | 2,391,305 | 100,000 | ||||||||||||||||
Warrants exercise price | $ / shares | $ 0.28 | $ 0.50 | $ 0.40 | $ 0.35 | ||||||||||||||
Warrants term | 5 years | 10 years | ||||||||||||||||
Number of warrants outstanding and exercisable | 3,089,119 | 5,225,533 | ||||||||||||||||
Number of consecutive days | Integer | 10 | |||||||||||||||||
Additional expense as stock-based compensation | $ | $ 128,000 | |||||||||||||||||
Stock compensation expense | $ | $ 733,215 | 273,570 | ||||||||||||||||
Noncontrolling Interest [Member] | ||||||||||||||||||
Value of common stock issued for services as per agreement | $ | ||||||||||||||||||
Agreement to issue shares for non-controlling interest in CVLB PR | $ | 417,046 | |||||||||||||||||
Value of shares issued for compensation | $ | ||||||||||||||||||
Value of restricted stock issued | $ | ||||||||||||||||||
Service-Based Stock Options [Member] | ||||||||||||||||||
Stock compensation expense | $ | $ 3,000 | |||||||||||||||||
Conversion Labs PR [Member] | ||||||||||||||||||
Ownership interest | 100.00% | |||||||||||||||||
Membership Purchase Agreement [Member] | Conversion Labs PR [Member] | ||||||||||||||||||
Number of shares issued for compensation | 5,000,000 | |||||||||||||||||
Ownership interest | 100.00% | |||||||||||||||||
Percentage of purchase business acquired | 21.80% | |||||||||||||||||
Issuance price per share | $ / shares | $ 0.18 | |||||||||||||||||
Accumulated deficit | $ | $ 1,300,000 | |||||||||||||||||
Value of shares issued for compensation | $ | $ 900,000 | |||||||||||||||||
Convertible Note Holders [Member] | ||||||||||||||||||
Number of shares issued for conversion | 1,498,442 | |||||||||||||||||
Value of shares issued for conversion | $ | $ 344,641 | |||||||||||||||||
Conversion price per shares | $ / shares | $ 0.23 | |||||||||||||||||
Convertible debt | $ | $ 344,641 | |||||||||||||||||
JLS Ventures, LLC [Member] | ||||||||||||||||||
Number of stock options issued | 2,000,000 | |||||||||||||||||
CVLB Rx [Member] | ||||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||
CVLB Rx [Member] | Operating Agreement [Member] | ||||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||
CVLB Rx [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Number of options to purchase common stock | 1,000,000 | |||||||||||||||||
Number of restricted stock issued | 2,250,000 | |||||||||||||||||
CVLB Rx [Member] | Consultant Agreement [Member] | Threshold 1 [Member] | ||||||||||||||||||
Number of restricted stock issued | 1,250,000 | |||||||||||||||||
CVLB Rx [Member] | Consultant Agreement [Member] | Threshold 2 [Member] | ||||||||||||||||||
Number of restricted stock issued | 2,000,000 | |||||||||||||||||
CVLB Rx [Member] | Consultant Agreement [Member] | Threshold 3 [Member] | ||||||||||||||||||
Number of restricted stock issued | 3,000,000 | |||||||||||||||||
Mark McLaughlin [Member] | ||||||||||||||||||
Number of shares cancelled during period | 2,000,000 | |||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Number of common stock issued for services as per agreement, shares | 250,000 | 200,000 | 500,000 | |||||||||||||||
Value of common stock issued for services as per agreement | $ | $ 62,500 | $ 56,000 | $ 120,000 | |||||||||||||||
Stock issued during period rescinded shares | 50,000 | |||||||||||||||||
Number of reissued common stock | 250,000 | |||||||||||||||||
Stock compensation expense | $ | $ 56,000 | |||||||||||||||||
Justin Schreiber [Member] | JLS Ventures, LLC [Member] | ||||||||||||||||||
Number of common stock issued for services as per agreement, shares | 1,000,000 | 1,000,000 | ||||||||||||||||
Value of common stock issued for services as per agreement | $ | $ 230,000 | $ 230,000 | ||||||||||||||||
Number of shares issued for compensation | 2,000,000 | |||||||||||||||||
Third-Party Investors [Member] | ||||||||||||||||||
Number of common stock issued for services as per agreement, shares | 100,000 | |||||||||||||||||
Value of common stock issued for services as per agreement | $ | $ 16,000 | |||||||||||||||||
Issuance of common stock, shares | 1,521,344 | |||||||||||||||||
Value of common sctock issued | $ | $ 350,001 | |||||||||||||||||
LegalSimpli Software, LLC [Member] | ||||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||
Robert Kalkstein [Member] | Service-Based Stock Options [Member] | ||||||||||||||||||
Number of stock options issued | 500,000 | |||||||||||||||||
Options exercise price per share | $ / shares | $ 0.40 | |||||||||||||||||
Decrease in options exercise price per share | $ / shares | $ 0.28 | |||||||||||||||||
Number of options vested during period | 150,000 | |||||||||||||||||
Options vesting date | Mar. 31, 2019 | |||||||||||||||||
Number of unvested options canceled during period | 200,000 | |||||||||||||||||
Pineiro [Member] | Service-Based Stock Options [Member] | ||||||||||||||||||
Stock compensation expense | $ | $ 73,000 | |||||||||||||||||
Options exercise price per share | $ / shares | $ 0.23 | |||||||||||||||||
Number of options to purchase common stock | 500,000 | |||||||||||||||||
Two Consultants [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Number of restricted stock issued | 1,000,000 | |||||||||||||||||
Value of restricted stock issued | $ | $ 690,000 | |||||||||||||||||
Fair value of restricted stock price per share | $ / shares | $ 0.30 | |||||||||||||||||
Two Consultants [Member] | Consultant Agreement [Member] | Resctrited Stock One [Member] | ||||||||||||||||||
Number of restricted stock issued | 3,000,000 | |||||||||||||||||
Two Consultants [Member] | CVLB Rx [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Options exercise price per share | $ / shares | $ 0.20 | |||||||||||||||||
Number of options to purchase common stock | 3,000,000 | |||||||||||||||||
Consultant One [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Number of restricted stock issued | 500,000 | |||||||||||||||||
Additional number of restricted stock issued | 150,000 | |||||||||||||||||
Consultant One [Member] | Consultant Agreement [Member] | Resctrited Stock One [Member] | ||||||||||||||||||
Number of restricted stock issued | 1,500,000 | |||||||||||||||||
Consultant One [Member] | CVLB Rx [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Additional number of restricted stock issued | 750,000 | |||||||||||||||||
Consultant Two [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Number of restricted stock issued | 500,000 | |||||||||||||||||
Additional number of restricted stock issued | 150,000 | |||||||||||||||||
Consultant Two [Member] | Consultant Agreement [Member] | Resctrited Stock One [Member] | ||||||||||||||||||
Number of restricted stock issued | 1,500,000 | |||||||||||||||||
Value of restricted stock issued | $ | $ 5,000,000 | |||||||||||||||||
Consultant Two [Member] | CVLB Rx [Member] | Consultant Agreement [Member] | ||||||||||||||||||
Additional number of restricted stock issued | 750,000 | |||||||||||||||||
Warrant Holders [Member] | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.40 | |||||||||||||||||
Warrants term | 2 years | |||||||||||||||||
Warrant Holders [Member] | Call Agreement [Member] | ||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.75 | |||||||||||||||||
Warrants term | 3 years | |||||||||||||||||
Bertrand Velge [Member] | ||||||||||||||||||
Warrants to purchase of common stock | 1,086,957 | |||||||||||||||||
Warrants exercise price | $ / shares | $ 0.28 | |||||||||||||||||
Warrants vesting term | 4 years | |||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Original principal amount | $ | $ 1,291,500 | |||||||||||||||||
Warrants to purchase of common stock | 4,679,348 | |||||||||||||||||
Warrants exercise price | $ / shares | $ 0.28 | |||||||||||||||||
Warrants term | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumptions of Fair Values Options Issued (Details) - Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Risk-free interest rate at grant date | 2.38% |
Expected stock price volatility | 184.78% |
Expected dividend payout | 0.00% |
Expected option life-years | 6 years 6 months |
Weighted average grant date fair value | $ 0.15 |
Forfeiture rate | 0.00% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Service-Based Stock Options [Member] | ||
Number of Options, Beginning Balance | 13,820,000 | 10,960,800 |
Number of Shares, Granted | 1,425,000 | 3,400,000 |
Number of Shares, Cancelled | (200,000) | (550,000) |
Number of Shares, Expired | 40,800 | |
Number of Options, Ending balance | 15,045,000 | 13,820,000 |
Number of Options, Exercisable | 11,805,416 | 10,805,416 |
Exercise Price per Share, Begining balance | ||
Exercise Price per Share, Granted | ||
Exercise Price per Share, Cancelled | $ 0.40 | |
Exercise Price per Share, Exercised | 0.2 | |
Exercise Price per Share, Expired | ||
Weighted Average Remaining Contractual Life, Beginning | 4 years 4 months 2 days | 3 years 4 months 28 days |
Weighted Average Remaining Contractual Life, Granted | 9 years 6 months 18 days | 6 years 10 months 25 days |
Weighted Average Remaining Contractual Life, Cancelled | 7 years 9 months | |
Weighted Average Remaining Contractual Life, Exercised | 3 years 4 months 28 days | |
Weighted Average Remaining Contractual Life, Expired | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Ending | 4 years 9 months 11 days | 4 years 4 months 2 days |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 9 months 3 days | 3 years 7 months 17 days |
Weighted Average Exercise Price per Share, Beginning balance | $ 0.26 | $ 0.26 |
Weighted Average Exercise Price per Share, Granted | 0.72 | 0.39 |
Weighted Average Exercise Price per Share, Cancelled | 0.40 | |
Weighted Average Exercise Price per Share, Exercised | 0.20 | |
Weighted Average Exercise Price per Share, Expired | 0.20 | |
Weighted Average Exercise Price per Share, Ending balance | 0.30 | 0.26 |
Weighted Average Exercise Price per Share, Exercisable | 0.25 | 0.24 |
Service-Based Stock Options [Member] | Minimum [Member] | ||
Exercise Price per Share, Begining balance | 0.20 | 0.20 |
Exercise Price per Share, Granted | 0.23 | 0.30 |
Exercise Price per Share, Ending balance | 0.20 | 0.20 |
Exercise Price per Share, Exercisable | 0.20 | 0.20 |
Service-Based Stock Options [Member] | Maximum [Member] | ||
Exercise Price per Share, Begining balance | 0.40 | 0.40 |
Exercise Price per Share, Granted | 1.50 | 0.40 |
Exercise Price per Share, Ending balance | 0.40 | 0.40 |
Exercise Price per Share, Exercisable | $ 0.40 | $ 0.40 |
Performance-Based Stock Options [Member] | ||
Number of Options, Beginning Balance | 15,425,000 | |
Number of Shares, Granted | 15,425,000 | |
Number of Shares, Cancelled | (8,600,000) | |
Number of Shares, Expired | ||
Number of Options, Ending balance | 6,825,000 | 15,425,000 |
Number of Options, Exercisable | 3,175,000 | 3,175,000 |
Exercise Price per Share, Begining balance | ||
Exercise Price per Share, Granted | ||
Exercise Price per Share, Cancelled | ||
Exercise Price per Share, Exercised | ||
Weighted Average Remaining Contractual Life, Beginning | 5 years 5 months 16 days | 0 years |
Weighted Average Remaining Contractual Life, Granted | 0 years | 5 years 5 months 16 days |
Weighted Average Remaining Contractual Life, Cancelled | 7 years 3 months 26 days | 0 years |
Weighted Average Remaining Contractual Life, Expired | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Ending | 3 years 1 month 9 days | 5 years 5 months 16 days |
Weighted Average Remaining Contractual Life, Exercisable | 2 years 7 months 17 days | 2 years 7 months 17 days |
Weighted Average Exercise Price per Share, Beginning balance | $ 0.27 | |
Weighted Average Exercise Price per Share, Granted | 0.27 | |
Weighted Average Exercise Price per Share, Cancelled | 0.31 | |
Weighted Average Exercise Price per Share, Expired | ||
Weighted Average Exercise Price per Share, Ending balance | 0.23 | 0.27 |
Weighted Average Exercise Price per Share, Exercisable | 0.40 | 0.40 |
Performance-Based Stock Options [Member] | Minimum [Member] | ||
Exercise Price per Share, Begining balance | 0.25 | |
Exercise Price per Share, Granted | 0.25 | |
Exercise Price per Share, Cancelled | 0.25 | |
Exercise Price per Share, Ending balance | 0.25 | 0.25 |
Exercise Price per Share, Exercisable | 0.25 | 0.25 |
Performance-Based Stock Options [Member] | Maximum [Member] | ||
Exercise Price per Share, Begining balance | 0.40 | |
Exercise Price per Share, Granted | 0.40 | |
Exercise Price per Share, Cancelled | 0.40 | |
Exercise Price per Share, Ending balance | 0.40 | 0.40 |
Exercise Price per Share, Exercisable | $ 0.40 | $ 0.40 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants, Beginning balance | 5,225,533 | 3,089,119 |
Number of Warrants, Granted | 6,201,088 | 2,491,305 |
Number of Warrants, Exercised | ||
Number of Warrants, Expired | (100,000) | (354,891) |
Number of Warrants, Ending balance | 11,326,621 | 5,225,533 |
Number of Warrants, Exercisable | 10,330,244 | 5,225,533 |
Exercise Price per Share, Granted | $ 0.28 | |
Weighted Average Remaining Contractual Life, Beginning | 2 years 11 months 26 days | 1 year 6 months |
Weighted Average Remaining Contractual Life, Granted | 9 years 10 months 3 days | 7 years 6 months |
Weighted Average Remaining Contractual Life, Exercised | 0 years | |
Weighted Average Remaining Contractual Life, Expired | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Ending | 6 years 8 months 9 days | 2 years 11 months 26 days |
Weighted Average Remaining Contractual Life, Exercisable | 6 years 2 months 27 days | 2 years 11 months 26 days |
Weighted Average Exercise Price per Share, Beginning balance | $ 0.35 | |
Weighted Average Exercise Price per Share, Granted | 0.28 | $ 0.29 |
Weighted Average Exercise Price per Share, Exercised | ||
Weighted Average Exercise Price per Share, Expired | 0.35 | 0.44 |
Weighted Average Exercise Price per Share, Ending balance | 0.34 | 0.35 |
Weighted Average Exercise Price per Share, Exercisable | 0.31 | 0.31 |
Minimum [Member] | ||
Exercise Price per Share, Begining balance | 0.20 | 0.20 |
Exercise Price per Share, Granted | 0.28 | |
Exercise Price per Share, Exercised | ||
Exercise Price per Share, Expired | 0.20 | 0.40 |
Exercise Price per Share, Ending balance | 0.20 | 0.20 |
Exercise Price per Share, Exercisable | 0.20 | 0.20 |
Maximum [Member] | ||
Exercise Price per Share, Begining balance | 0.50 | 0.40 |
Exercise Price per Share, Granted | 0.40 | |
Exercise Price per Share, Expired | 0.50 | 0.50 |
Exercise Price per Share, Ending balance | 0.50 | 0.50 |
Exercise Price per Share, Exercisable | $ 0.50 | $ 0.50 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Assumptions of Fair Values Warrants Granted (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value | $ 0.22 | |
Minimum [Member] | ||
Expected volatility | 1.234% | 1.91% |
Risk free interest rate | 1.42% | 2.44% |
Expected warrant term (in years) | 2 years | 3 years |
Weighted average grant date fair value | $ 0.21 | |
Maximum [Member] | ||
Expected volatility | 1.957% | 1.96% |
Risk free interest rate | 2.58% | 2.58% |
Expected warrant term (in years) | 5 years | 5 years |
Weighted average grant date fair value | $ 0.22 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | |
Rent expenses | $ 130,416 | $ 77,033 | |
Monthly payment for first twelve months | 2,106 | ||
Monthly payment for second twelve months | 2,149 | ||
Monthly payment for third twelve months | 2,235 | ||
Security deposit for lease | 2,235 | ||
Lease Agreement [Member] | |||
Lease term | 3 years | ||
WeWork [Member] | |||
Monthly payment of rent | 95 | ||
Justin Schreiber [Member] | |||
Rent expenses | $ 4,000 | $ 900 |
Leases - Schedule of Leases (De
Leases - Schedule of Leases (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Right of Use Asset | $ 23,625 | |
Lease liability | $ 29,978 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 07, 2018 | Sep. 01, 2016 | Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts payable and accrued expenses | $ 3,051,156 | $ 868,997 | |||
Proceeds from common stock | 349,999 | ||||
Revenues | 83,553 | 42,515 | |||
Subscription Agreement [Member] | |||||
Number of share issued for common stock | 217,390 | ||||
Warrants issued for common stock | 108,696 | ||||
Royalty expense | 78,629 | 98,408 | |||
Accounts payable and accrued expenses | $ 0 | $ 18,994 | |||
Employment and Consulting Agreements [Member] | |||||
Annual compensation | $ 7,500 | ||||
Number of common stock issued for services as per agreement, shares | 400,000 | ||||
Service agreement, description | 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. | ||||
Employment and Consulting Agreements [Member] | Officers, Directors, Employees and Consultants [Member] | |||||
Number of share issued for common stock | 4,400,000 | ||||
Number of stock options issued | 4,400,000 | ||||
Annual compensation | $ 145,000 | ||||
Percentage for bonus compensation | 15.00% | ||||
Bonus compensation, description | 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. | ||||
Employment and Consulting Agreements [Member] | Officers, Directors, Employees and Consultants [Member] | Minimum [Member] | |||||
Option term | 1 year | ||||
Option to purchase common stock exercise price | $ 0.40 | ||||
Revenues | $ 5,000,000 | ||||
Employment and Consulting Agreements [Member] | Officers, Directors, Employees and Consultants [Member] | Maximum [Member] | |||||
Option term | 5 years | ||||
Option to purchase common stock exercise price | $ 0.80 | ||||
Revenues | $ 10,000,000 | ||||
180 Day Anniversary Agreement [Member] | Subscription Agreement [Member] | |||||
Performance fee | $ 50,000 | ||||
Pilaris Laboratories, LLC [Member] | |||||
Percentage of net income | 10.00% | ||||
Pilaris Laboratories, LLC [Member] | CVLB PR [Member] | |||||
Agreements of performance fees, description | In addition, CVLB 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. | ||||
Pilaris Laboratories, LLC [Member] | CVLB PR [Member] | 180 Day Anniversary Agreement [Member] | |||||
Performance fee | $ 50,000 | ||||
Pilaris Laboratories, LLC [Member] | CVLB PR [Member] | 365 Day Anniversary Agreement [Member] | |||||
Performance fee | $ 50,000 | ||||
M.ALPHABET, LLC [Member] | |||||
Agreements of performance fees, description | The Company, also agreed to pay Alphabet $50,000 on the 120-day anniversary of the Agreement and an additional $50,000 on the 360-day anniversary of the Agreement. | ||||
Percentage for royalty | 13.00% | ||||
Option term | 10 years | ||||
Number of stock options issued | 100,000 | ||||
Option to purchase common stock exercise price | $ 0.50 | ||||
M.ALPHABET, LLC [Member] | Common Stock One [Member] | |||||
Number of stock options issued | 100,000 | ||||
Option to purchase common stock exercise price | $ 0.50 | ||||
Proceeds from common stock | $ 7,500,000 | ||||
M.ALPHABET, LLC [Member] | Common Stock Two [Member] | |||||
Number of stock options issued | 100,000 | ||||
Option to purchase common stock exercise price | $ 0.50 | ||||
Proceeds from common stock | $ 10,000,000 | ||||
M.ALPHABET, LLC [Member] | Common Stock Three [Member] | |||||
Number of stock options issued | 200,000 | ||||
Option to purchase common stock exercise price | $ 0.75 | ||||
Proceeds from common stock | $ 20,000,000 | ||||
M.ALPHABET, LLC [Member] | 120 Day Anniversary Agreement [Member] | |||||
Performance fee | 50,000 | ||||
M.ALPHABET, LLC [Member] | 360 Day Anniversary Agreement [Member] | |||||
Performance fee | $ 50,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 02, 2019 | Nov. 20, 2017 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares issued for services, value | $ 16,000 | ||||
Mr. Schreiber [Member] | Maximum [Member] | Office Space [Member] | |||||
Payment for rent | 5,000 | ||||
Mr. Schreiber [Member] | Minimum [Member] | Office Space [Member] | |||||
Payment for rent | 4,000 | ||||
JLS Ventures LLC [Member] | |||||
Number of stock options issued | 2,000,000 | ||||
Share-based compensation arrangement by share-based payment award, 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, 2017 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. 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. | ||||
JLS Ventures LLC [Member] | Puerto Rico Office Space [Member] | |||||
Payment for rent | $ 52,000 | $ 48,000 | |||
JLS Ventures LLC [Member] | Maximum [Member] | |||||
Number of stock options issued | 5,000,000 | ||||
JLS Ventures LLC [Member] | Current Chief Executive Officer [Member] | |||||
Number of shares issued for compensation | 900,000 | ||||
Number of shares issued for compensation, value | $ 432,000 | ||||
Number of common stock issued for services as per agreement, shares | 1,000,000 | 1,000,000 | |||
Number of shares issued for services, value | $ 230,000 | $ 230,000 | |||
Compensation term | 24 years | ||||
JLS Ventures LLC [Member] | Current Chief Executive Officer [Member] | General and Administrative Expense [Member] | |||||
Compensation expenses | $ 374,000 | 172,500 | |||
BV Global Fulfillment [Member] | Current Chief Executive Officer [Member] | |||||
Compensation expenses | 1,085,114 | 97,477 | |||
BV Global Fulfillment [Member] | Current Chief Executive Officer [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Due to related party | 53,026 | $ 39,171 | |||
BV Global Fulfillment [Member] | Current Chief Executive Officer [Member] | Maximum [Member] | |||||
Payment of related party | 16,000 | ||||
BV Global Fulfillment [Member] | Current Chief Executive Officer [Member] | Minimum [Member] | |||||
Payment of related party | $ 13,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 25, 2020 | Jan. 21, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 | Mar. 31, 2018 |
Warrants exercise price | $ 0.40 | $ 0.35 | $ 0.28 | $ 0.50 | ||
Subsequent Event [Member] | ||||||
Preferred stock, shares authorized | 5,000,000 | |||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | 2019 Alpha Note [Member] | ||||||
Repayment of convertible promissory note | $ 520,000 | |||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | Alpha 2019 Warrant [Member] | ||||||
Warrants to purchase common stock | 1,826,087 | |||||
Warrants exercise price | $ 0.28 | |||||
Warrant, exercise price, decrease | $ 0.135 | |||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | Alpha 2019 Warrant [Member] | Maximum [Member] | ||||||
Warrants to purchase common stock | 3,787,439 | |||||
Subsequent Event [Member] | Brio Capital Master Fund, Ltd. [Member] | Brio 2018 Warrant [Member] | Warrant Amendment Agreement [Member] | ||||||
Warrants to purchase common stock | 434,783 | |||||
Warrants exercise price | $ 0.28 | |||||
Warrant, exercise price, decrease | $ 0.135 | |||||
Subsequent Event [Member] | Brio Capital Master Fund, Ltd. [Member] | Maximum [Member] | Brio 2018 Warrant [Member] | Warrant Amendment Agreement [Member] | ||||||
Warrants to purchase common stock | 466,989 | |||||
Subsequent Event [Member] | Brio Capital Master Fund, Ltd. [Member] | 2019 Brio Note [Member] | ||||||
Repayment of convertible promissory note | $ 162,500 | |||||
Subsequent Event [Member] | Brio Capital Master Fund, Ltd. [Member] | 2019 Brio Warrant [Member] | ||||||
Warrants to purchase common stock | 570,652 | |||||
Warrants exercise price | $ 0.28 | |||||
Warrant, exercise price, decrease | $ 0.135 | |||||
Subsequent Event [Member] | Brio Capital Master Fund, Ltd. [Member] | 2019 Brio Warrant [Member] | Maximum [Member] | ||||||
Warrants to purchase common stock | 1,183,575 | |||||
Subsequent Event [Member] | 13% Cumulative Redeemable Perpetual Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 2,000,000 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 2,000,000 | |||||
Preferred stock stated value | $ 25 | |||||
Preferred stock dividend rate for stated value | 13.00% | |||||
Subsequent Event [Member] | Undesignated Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 3,000,000 |