Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Celsius Holdings, Inc. | |
Entity Central Index Key | 1,341,766 | |
Document Type | 10-Q | |
Trading Symbol | CELH | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,340,230 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash | $ 19,997,743 | $ 11,747,138 | [1] |
Accounts receivable, net | 4,853,958 | 2,787,732 | [1] |
Inventories, net | 3,257,461 | 2,211,370 | |
Prepaid expenses and other current assets | 1,963,635 | 937,349 | [1] |
Total current assets | 30,072,797 | 17,683,589 | [1] |
Property and equipment, net | 37,205 | 33,533 | [1] |
Total Assets | 30,110,002 | 17,717,122 | [1] |
Current liabilities: | |||
Accounts payable and accrued expenses | 3,228,939 | 1,754,207 | |
Accrued preferred dividends | 585,715 | 353,666 | [1] |
Deferred revenue and other current liabilities | 131,321 | 214,612 | |
Total current liabilities | 3,945,975 | 2,322,485 | [1] |
Long-term liabilities: | |||
Line of credit note payable-related party | 3,500,000 | 4,500,000 | [1] |
Total Liabilities | 7,445,975 | 6,822,485 | [1] |
Stockholders' Equity: | |||
Preferred Stock, $0.001 par value; 2,500,000 shares authorized, 6,380 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 6 | 6 | [1] |
Common stock, $0.001 par value; 75,000,000 shares authorized, 45,340,230 and 39,999,784 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 45,340 | 40,000 | [1] |
Additional paid-in capital | 77,565,033 | 64,208,963 | [1] |
Accumulated deficit | (54,946,352) | (53,354,332) | [1] |
Total Stockholders' Equity | 22,664,027 | 10,894,637 | [1] |
Total Liabilities and Stockholders' Equity | $ 30,110,002 | $ 17,717,122 | [1] |
[1] | Derived from Audited Financial Statements |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | [1] |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, authorized | 2,500,000 | 2,500,000 | |
Preferred stock, issued | 6,380 | 6,380 | |
Preferred stock, outstanding | 6,380 | 6,380 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized | 75,000,000 | 75,000,000 | |
Common stock, issued | 45,340,230 | 39,999,784 | |
Common stock, outstanding | 45,340,230 | 39,999,784 | |
[1] | Derived from Audited Financial Statements |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 10,236,898 | $ 6,171,791 | $ 16,237,327 | $ 9,850,397 |
Cost of revenue | 5,670,277 | 3,407,612 | 9,287,900 | 5,566,354 |
Gross profit | 4,566,621 | 2,764,179 | 6,949,427 | 4,284,046 |
Selling and marketing expenses | 2,417,812 | 3,185,048 | 4,570,899 | 4,973,316 |
General and administrative expenses | 1,639,558 | 979,722 | 3,702,521 | 1,855,000 |
Total operating expenses | 4,057,370 | 4,164,770 | 8,273,420 | 6,828,316 |
Income (Loss) from operations | 509,251 | (1,400,591) | (1,323,993) | (2,544,273) |
Other Income (Expense): | ||||
Interest expense | (38,478) | (56,875) | (86,534) | (113,750) |
Total Other Income (Expense) | (38,478) | (56,875) | (86,534) | (113,750) |
Net Income (Loss) | 470,773 | (1,457,466) | (1,410,527) | (2,658,023) |
Preferred stock dividend | (91,248) | (86,654) | (181,493) | (173,306) |
Net income (Loss) available to common stockholders | $ 379,525 | $ (1,544,120) | $ (1,592,020) | $ (2,831,329) |
Income (Loss) per share: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.04) | $ (0.04) | $ (0.07) |
Diluted (in dollars per share) | $ 0.01 | $ (0.04) | $ (0.04) | $ (0.07) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 44,650,052 | 38,542,256 | 43,234,159 | 38,461,318 |
Diluted (in shares) | 56,877,616 | 38,542,256 | 43,234,159 | 38,461,318 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,410,527) | $ (2,658,023) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 8,674 | 7,368 |
Stock-based compensation expense | 1,362,729 | 1,055,108 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,066,226) | (932,107) |
Inventories net | (1,046,091) | (250,864) |
Prepaid expenses and other current assets | (1,026,286) | (437,151) |
Accounts payable and accrued expenses | 1,626,399 | (231,523) |
Accrued preferred dividends | (101,111) | (101,667) |
Deferred revenue and other current liabilities | (83,291) | 774,972 |
Net cash provided by (used in) in operating activities | (2,735,730) | (2,773,887) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (12,346) | (12,330) |
Net cash (used in) investing activities | (12,346) | (12,330) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 9,999,948 | |
Proceeds from exercise of stock options | 998,733 | 5,300 |
Net cash provided by financing activities | 10,998,681 | 5,300 |
Net increase (decrease) in cash | 8,250,605 | (2,780,917) |
Cash at beginning of the period | 11,747,138 | 10,128,320 |
Cash at end of the period | 19,997,743 | 7,347,403 |
Cash paid during period for: | ||
Interest | 86,534 | 113,750 |
Income Taxes | ||
Non-cash investing and financing activities: | ||
Accrued preferred dividends | 181,493 | 173,306 |
Conversion of convertible note to common shares, related-party | $ 1,000,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Company Celsius Holdings Since the merger, the Company is engaged in the development, marketing, sale and distribution of “ functional |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation – US GAAP Commission Significant Estimates Segment Reporting Disclosures About Segments of an Enterprise and Related Information Concentration of Risk Concentrations of Risk ® The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At June 30, 2017 the Company had approximately $19.7 million in excess of the Federal Deposit Insurance Corporation limit but has incurred no losses with respect to these accounts. For the six months ended June 30, 2017 and 2016, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2017 2016 A* 27.4 % 31.4 % B 9.0 % 12.3 % All other 63.6 % 56.3 % Total 100.0 % 100.0 % At June 30, 2017 and December 31, 2016, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2017 2016 A* 36.4 % 53.8 % B 14.1 % 7.7 % C 10.0 % 11.5 % All other 39.5 % 27.0 % Total 100.0 % 100.0 % *Revenues and receivables from customer A are derived from a distributor located in Sweden. Cash Equivalents Accounts Receivable Inventories Property and Equipment Impairment of Long-Lived Assets Property, Plant, and Equipment Revenue Recognition Deferred Revenue Advertising Costs Research and Development Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company did not have any assets or liabilities measured at fair value at June 30, 2017 and December 31, 2016. Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company files its tax returns on a calendar year December 31 tax year. The Company’s tax returns for tax years ended December 31, 2016, 2015, and 2014 remain subject to potential examination by the taxing authorities. Earnings per Share Share-Based Payments Compensation Stock Compensation Shipping and Handling Costs Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting) ASU 2015-15 In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ASU 2015-03 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which supersedes previous revenue recognition guidance. ASU No. 2014-09 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. In applying the new guidance, a company will (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the contract’s performance obligations; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 was to be effective for reporting periods beginning after December 15, 2016. However, on July 9, 2015, the FASB voted to approve a one-year deferral of the effective date. This new guidance is effective for the Company beginning January 1, 2018 and can be adopted using either a full retrospective or modified approach. The Company is currently evaluating the impact of ASU No. 2014-09 on its financial position, results of operations and liquidity. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. Liquidity |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 3. INVENTORIES Inventories consist of the following at: June 30, December 31, 2017 2016 Finished goods $ 2,509,640 $ 2,142,032 Raw Materials 811,263 270,142 Less: Inventory Reserve (63,442 ) (200,804 ) Inventories, net $ 3,257,461 $ 2,211,370 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total approximately $1,964,000 and $937,000, at June 30, 2017 and December 31, 2016, respectively, and consist mainly of prepaid consulting agreement with D3M Licensing Group, advertising, prepaid insurance, prepaid slotting fees, and deposits on purchases. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: June 30, December 31, 2017 2016 Furniture and equipment $ 303,972 $ 291,626 Less: accumulated depreciation (266,767 ) (258,093 ) Total $ 37,205 $ 33,533 Depreciation expense amounted to $8,674 and $7,368 during the six months ended June 30, 2017 and 2016, respectively |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: June 30, December 31, 2017 2016 Accounts payable $ 2,260,185 $ 858,131 Accrued expenses 968,754 896,076 Total $ 3,228,939 $ 1,754,207 |
DEFERRED REVENUE AND OTHER CURR
DEFERRED REVENUE AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Revenue And Other Current Liabilities | |
DEFERRED REVENUE AND OTHER CURRENT LIABILITIES | 7. DEFERRED REVENUE AND OTHER CURRENT LIABILITIES Deferred revenue and other current liabilities consist of the following at: June 30, December 31, 2017 2016 Customer deposits $ 122,971 $ 201,652 State bottle bill liability 8,350 12,960 Total $ 131,321 $ 214,612 |
LINE OF CREDIT NOTE PAYABLE - R
LINE OF CREDIT NOTE PAYABLE - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT NOTE PAYABLE - RELATED PARTIES | 8. LINE OF CREDIT NOTE PAYABLE - RELATED PARTIES Line of credit note payable - related parties consists of the following as of: June 30, December 31, 2017 2016 Note Payable – line of credit In July 2010, the Company entered into a line of credit note payable with a related party principle shareholder which carries interest of five percent per annum and is due quarterly. The Company can borrow up to $4,500,000. The Company has pledged all of its assets as security for the line of credit. The notes mature in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line. In January 2017, the Company issued 333,333 of common stock at $3.00 per share the offering price in exchange for the cancellation of $1,000,000 of this line. Long-term portion $ 3,500,000 $ 4,500,000 |
PREFERRED STOCK - RELATED PARTY
PREFERRED STOCK - RELATED PARTY | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
PREFERRED STOCK - RELATED PARTY | 9. PREFERRED STOCK – RELATED PARTY On August 26, 2013, the Company entered into a securities purchase agreement (the “ 2013 Purchase Agreement CDS CD Preferred C Shares CD Line of Credit On April 16, 2015, the Company entered into an amendment to its existing Loan and Security Agreement (the “ Amendmen Preferred D Shares Mandatory Redemption Date |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS The Company’s office is rented from a company affiliated with CD Financial, the line of credit note payable lender, which is controlled by Carl DeSantis, a principal shareholder (see note 13). Currently, the lease expires on October 2020 with monthly rent of $8,809. The rental fee is commensurate with other properties available in the market. In April 2015, the Company entered into a strategic marketing and advisory services agreement with All Def Digital. Tim Leissner, a director and shareholder of the Company is also a director and shareholder in All Def Digital. As of June 30, 2017 and since inception, the Company has paid All Def Digital $390,395, for services relating to the strategic marketing and advisory services agreement. For the six months ending June 30, 2017 no services were performed by All Def Digital. Other related party transactions are discussed in notes 8 and 9. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to services performed In January 2017, the Company issued 47,126 shares of “ restricted Issuance of common stock pursuant to private placement Between January 1, 2017 and March 2017, the Company issued a total of 3,333,329 shares of common stock at $3.00 per share for net proceeds of approximately $10 million to 12 accredited investors. In January 2017, the Company issued 333,333 unregistered common shares upon the conversion of $1,000,000 of the line of credit not payable debt valued at $3.00 per share. Issuance of common stock pursuant to exercise of stock options During the six months ended June 30, 2017, the Company issued an aggregate of 1,579,532 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2006 Stock Incentive Plan. The Company received aggregate proceeds of $998,700 for options exercised for cash, with the balance of the options having been exercised on a “ cashless |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. During 2013 the majority of the shareholders approved to increase the total available shares in the plan from 2.5 million to 3.5 million shares of common stock. During May 2014, the majority of the shareholders approved to increase the total available shares in the plan from 3.5 million to 4.25 million shares of common stock, during February 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.25 million to 4.6 million shares of common stock and during April 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.6 million to 5.1 million shares of common stock. Until 2017, options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company. The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,147,000 shares. In addition, there is a provision for an annual increase of 15% of the issued shares under the plan to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2016. On January 1, 2017, the permitted number of available option grants increased by 799,996. Cumulatively since inception, the Company has issued options to purchase common shares. For the six months ended June 30, 2017 and 2016, the Company recognized an expense of $994,296 and $495,108, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of June 30, 2017, the Company had approximately $4,481,817 of unrecognized pre-tax non-cash compensation expense related to non-vested option-based compensation arrangements under the Plan. The Company expects to recognize this expense based on a weighted-average period of 3 years. The Company uses straight-line amortization of compensation expense over the two to three year requisite service or vesting period of the grant. There are options to purchase approximately 3.5 million shares that have vested as of June 30, 2017. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Six months ended June 30, 2017 2016 Expected volatility 137% - 140% 159% Expected term 4 Years 4 Years Risk-free interest rate 1.36% - 1.89% 0.91% - 1.69% Forfeiture Rate 0.00% 0.00% Expected dividend yield 0.00% 0.00% The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of June 30, 2017 and changes during the period ending on that date is as follows: Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares (000’s) Price Value Term (Yrs) Options Balance at December 31, 2016 5,636 $ 1.04 $ 7,317,000 5.06 Granted 1,097 $ 3.90 Exercised (1,491 ) $ 0.69 Forfeiture and cancelled (22 ) $ 0.96 At June 30, 2017 5,220 $ 1.72 $ 9,444,762 5.26 Exercisable at June 30, 2017 3,466 $ 1.17 The following table summarizes information about employee stock options outstanding at June 30, 2017: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of At Averaged Averaged at Averaged Averaged Exercise June 30, Remaining Exercise June 30, Exercise Remaining Price 2017 (000’s) Life Price 2017 (000’s) Price Life $0.20 - $0.53 1,347 4.45 $ 0.27 1,346,989 $ 0.27 4.46 $0.65 - $1.80 1,159 3.35 $ 0.87 1,055,319 $ 0.85 3.35 $1.83 - $2.84 1,636 5.16 $ 2.07 917,545 $ 2.09 5.16 $3.20 - $6.20 1,070 7.07 $ 3.90 138,931 3.79 7.07 $7.20 - $22.00 8 2.13 $ 10.36 8,000 $ 10.36 2.13 Outstanding options 5,220 4.96 $ 1.72 3,466 $ 1.17 4.96 Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the six months ended June 30, 2017 For the Six Months ended June 30, 2017 June 30, 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period — $ — — — Granted 100,000 3.64 — — Vested 16,667 — — — Unvested at end of period 83,333 $ 3.64 — — Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of June 30, 2017 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without cause. Cause has been defined in various ways. It is management’s belief that no such agreement has created any liability as of June 30, 2017. The Company entered into an office lease with a related party (see note 10) effective October 2015. The monthly rent amounts to $8,809 per month and the lease terminates in October 2020. Future annual minimum payments required under operating lease obligations at June 30, 2017 are as follows: Future Minimum Lease Payments Year ending December 31, 2017 $ 52,854 2018 $ 113,461 2019 $ 116,720 2020 120,078 Total $ 403,113 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS We have evaluated events and transactions that occurred subsequent to June 30, 2017 through August 9, 2017, the date these consolidated financial statements were issued, for potential recognition or disclosure in the accompanying consolidated financial statements. |
BASIS OF PRESENTATION AND SUM20
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation – US GAAP Commission |
Significant Estimates | Significant Estimates |
Segment Reporting | Segment Reporting Disclosures About Segments of an Enterprise and Related Information Concentration of Risk |
Concentrations of Risk | Concentrations of Risk ® The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At June 30, 2017 the Company had approximately $19.7 million in excess of the Federal Deposit Insurance Corporation limit but has incurred no losses with respect to these accounts. For the six months ended June 30, 2017 and 2016, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2017 2016 A* 27.4 % 31.4 % B 9.0 % 12.3 % All other 63.6 % 56.3 % Total 100.0 % 100.0 % At June 30, 2017 and December 31, 2016, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2017 2016 A* 36.4 % 53.8 % B 14.1 % 7.7 % C 10.0 % 11.5 % All other 39.5 % 27.0 % Total 100.0 % 100.0 % *Revenues and receivables from customer A are derived from a distributor located in Sweden. |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property, Plant, and Equipment |
Revenue Recognition | Revenue Recognition |
Deferred Revenue | Deferred Revenue |
Advertising Costs | Advertising Costs |
Research and Development | Research and Development |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Fair Value Measurements | Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company did not have any assets or liabilities measured at fair value at June 30, 2017 and December 31, 2016. |
Income Taxes | Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company files its tax returns on a calendar year December 31 tax year. The Company’s tax returns for tax years ended December 31, 2016, 2015, and 2014 remain subject to potential examination by the taxing authorities. |
Earnings per Share | Earnings per Share |
Share-Based Payments | Share-Based Payments Compensation Stock Compensation |
Shipping and Handling Costs | Shipping and Handling Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting) ASU 2015-15 In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ASU 2015-03 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which supersedes previous revenue recognition guidance. ASU No. 2014-09 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. In applying the new guidance, a company will (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the contract’s performance obligations; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 was to be effective for reporting periods beginning after December 15, 2016. However, on July 9, 2015, the FASB voted to approve a one-year deferral of the effective date. This new guidance is effective for the Company beginning January 1, 2018 and can be adopted using either a full retrospective or modified approach. The Company is currently evaluating the impact of ASU No. 2014-09 on its financial position, results of operations and liquidity. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
Liquidity | Liquidity |
BASIS OF PRESENTATION AND SUM21
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | For the six months ended June 30, 2017 and 2016, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2017 2016 A* 27.4 % 31.4 % B 9.0 % 12.3 % All other 63.6 % 56.3 % Total 100.0 % 100.0 % At June 30, 2017 and December 31, 2016, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2017 2016 A* 36.4 % 53.8 % B 14.1 % 7.7 % C 10.0 % 11.5 % All other 39.5 % 27.0 % Total 100.0 % 100.0 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following at: June 30, December 31, 2017 2016 Finished goods $ 2,509,640 $ 2,142,032 Raw Materials 811,263 270,142 Less: Inventory Reserve (63,442 ) (200,804 ) Inventories, net $ 3,257,461 $ 2,211,370 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following at: June 30, December 31, 2017 2016 Furniture and equipment $ 303,972 $ 291,626 Less: accumulated depreciation (266,767 ) (258,093 ) Total $ 37,205 $ 33,533 |
ACCOUNTS PAYABLE AND ACCRUED 24
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consist of the following at: June 30, December 31, 2017 2016 Accounts payable $ 2,260,185 $ 858,131 Accrued expenses 968,754 896,076 Total $ 3,228,939 $ 1,754,207 |
DEFERRED REVENUE AND OTHER CU25
DEFERRED REVENUE AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Revenue And Other Current Liabilities | |
Schedule of deferred revenue and other current liabilities | Deferred revenue and other current liabilities consist of the following at: June 30, December 31, 2017 2016 Customer deposits $ 122,971 $ 201,652 State bottle bill liability 8,350 12,960 Total $ 131,321 $ 214,612 |
LINE OF CREDIT NOTE PAYABLE -26
LINE OF CREDIT NOTE PAYABLE - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of line of credit note payable - related parties | Line of credit note payable - related parties consists of the following as of: June 30, December 31, 2017 2016 Note Payable – line of credit In July 2010, the Company entered into a line of credit note payable with a related party principle shareholder which carries interest of five percent per annum and is due quarterly. The Company can borrow up to $4,500,000. The Company has pledged all of its assets as security for the line of credit. The notes mature in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line. In January 2017, the Company issued 333,333 of common stock at $3.00 per share the offering price in exchange for the cancellation of $1,000,000 of this line. Long-term portion $ 3,500,000 $ 4,500,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of black - scholes option-pricing model valuation assumption | The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Six months ended June 30, 2017 2016 Expected volatility 137% - 140% 159% Expected term 4 Years 4 Years Risk-free interest rate 1.36% - 1.89% 0.91% - 1.69% Forfeiture Rate 0.00% 0.00% Expected dividend yield 0.00% 0.00% |
Schedule of outstanding stock options | A summary of the status of the Company’s outstanding stock options as of June 30, 2017 and changes during the period ending on that date is as follows: Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares (000’s) Price Value Term (Yrs) Options Balance at December 31, 2016 5,636 $ 1.04 $ 7,317,000 5.06 Granted 1,097 $ 3.90 Exercised (1,491 ) $ 0.69 Forfeiture and cancelled (22 ) $ 0.96 At June 30, 2017 5,220 $ 1.72 $ 9,444,762 5.26 Exercisable at June 30, 2017 3,466 $ 1.17 |
Schedule of employee stock options outstanding | The following table summarizes information about employee stock options outstanding at June 30, 2017: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of At Averaged Averaged at Averaged Averaged Exercise June 30, Remaining Exercise June 30, Exercise Remaining Price 2017 (000’s) Life Price 2017 (000’s) Price Life $0.20 - $0.53 1,347 4.45 $ 0.27 1,346,989 $ 0.27 4.46 $0.65 - $1.80 1,159 3.35 $ 0.87 1,055,319 $ 0.85 3.35 $1.83 - $2.84 1,636 5.16 $ 2.07 917,545 $ 2.09 5.16 $3.20 - $6.20 1,070 7.07 $ 3.90 138,931 3.79 7.07 $7.20 - $22.00 8 2.13 $ 10.36 8,000 $ 10.36 2.13 Outstanding options 5,220 4.96 $ 1.72 3,466 $ 1.17 4.96 |
Summary of restricted stock awards | A summary of the Company’s restricted stock activity for the six months ended June 30, 2017 For the Six Months ended June 30, 2017 June 30, 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period — $ — — — Granted 100,000 3.64 — — Vested 16,667 — — — Unvested at end of period 83,333 $ 3.64 — — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future annual minimum payments | Future annual minimum payments required under operating lease obligations at June 30, 2017 are as follows: Future Minimum Lease Payments Year ending December 31, 2017 $ 52,854 2018 $ 113,461 2019 $ 116,720 2020 120,078 Total $ 403,113 |
BASIS OF PRESENTATION AND SUM29
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - 10% or Greater Revenue [Member] | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Concentration Risk [Line Items] | |||
Total | 100.00% | 100.00% | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Total | [1] | 27.40% | 31.40% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Total | 9.00% | 12.30% | |
All Other [Member] | |||
Concentration Risk [Line Items] | |||
Total | 63.60% | 56.30% | |
[1] | Revenues and receivables from customer A are derived from a distributor located in Sweden. |
BASIS OF PRESENTATION AND SUM30
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - 10% or Accounts Receivable [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Concentration Risk [Line Items] | |||
Total | 100.00% | 100.00% | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Total | [1] | 36.40% | 53.80% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Total | 14.10% | 7.70% | |
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Total | 10.00% | 11.50% | |
All Other [Member] | |||
Concentration Risk [Line Items] | |||
Total | 39.50% | 27.00% | |
[1] | Revenues and receivables from customer A are derived from a distributor located in Sweden. |
BASIS OF PRESENTATION AND SUM31
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Number$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Amount excess of FDIC limit | $ 19,700,000 | $ 19,700,000 | ||||
Allowance for doubtful accounts | 39,400 | 39,400 | $ 72,300 | |||
Inventory reserve | $ 63,442 | 63,442 | 200,804 | |||
Advertising expense | 1,900,000 | $ 2,800,000 | ||||
Research and development expense | 121,700 | 45,800 | ||||
Freight expense | $ 1,507,000 | 958,000 | ||||
Number of options outstanding | shares | 5,600,000 | |||||
Exercise price of awards (in dollars per share) | $ / shares | $ 1 | $ 1 | ||||
Accumulated deficit | $ (54,946,352) | $ (54,946,352) | $ (53,354,332) | [1] | ||
Net (loss) available to common stockholders | $ 379,525 | $ (1,544,120) | (1,592,020) | $ (2,831,329) | ||
Proceeds from sale of common stock | 9,999,948 | |||||
Private Placement [Member] | ||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||
Number of shares issued upon transaction | shares | 3,333,329 | |||||
Number of investors | Number | 12 | |||||
Share price (in dollars per share) | $ / shares | $ 3 | $ 3 | ||||
5% Series D Preferred Stock [Member] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 0.86 | |||||
Number of preferred stock warrants outstanding | shares | 4,700,000 | |||||
6% Series C Preferred Stock [Member] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 0.52 | |||||
Number of preferred stock warrants outstanding | shares | 4,600,000 | |||||
Minimum [Member] | ||||||
Useful life | 3 years | |||||
Maximum [Member] | ||||||
Useful life | 7 years | |||||
[1] | Derived from Audited Financial Statements |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,509,640 | $ 2,142,032 |
Raw Materials | 811,263 | 270,142 |
Less: Inventory Reserve | (63,442) | (200,804) |
Inventories, net | $ 3,257,461 | $ 2,211,370 |
PREPAID EXPENSES AND OTHER CU33
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
D3M Licensing Group [Member] | Prepaid Consulting Agreement [Member] | ||
Prepaid expenses and other current assets | $ 1,964,000 | $ 937,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (266,767) | $ (258,093) | |
Total | 37,205 | 33,533 | [1] |
Furniture and Equipment [Member} | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 303,972 | $ 291,626 | |
[1] | Derived from Audited Financial Statements |
PROPERTY AND EQUIPMENT (Detai35
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 8,674 | $ 7,368 |
ACCOUNTS PAYABLE AND ACCRUED 36
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts Payable And Accrued Expenses Details | ||
Accounts payable | $ 2,260,185 | $ 858,131 |
Accrued expenses | 968,754 | 896,076 |
Total | $ 3,228,939 | $ 1,754,207 |
DEFERRED REVENUE AND OTHER CU37
DEFERRED REVENUE AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Revenue And Other Current Liabilities | ||
Customer deposits | $ 122,971 | $ 201,652 |
State bottle bill liability | 8,350 | 12,960 |
Total | $ 131,321 | $ 214,612 |
LINE OF CREDIT NOTE PAYABLE -38
LINE OF CREDIT NOTE PAYABLE - RELATED PARTIES (Details) - USD ($) | 1 Months Ended | |||||
Jan. 31, 2017 | Apr. 30, 2015 | Jul. 31, 2010 | Jun. 30, 2017 | Dec. 31, 2016 | ||
Long-term portion | $ 3,500,000 | $ 4,500,000 | [1] | |||
Carl DeSantis [Member] | CD Financial, LLC [Member] | ||||||
Number of shares issued upon debt cancellation | 333,333 | |||||
5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | CD Financial, LLC [Member] | ||||||
Long-term portion | $ 4,500,000 | $ 4,500,000 | ||||
Maximum borrowing capacity | $ 4,500,000 | |||||
Maturity date | Jan. 2, 2020 | |||||
5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | CD Financial, LLC [Member] | Common Stock [Member] | ||||||
Number of shares issued upon debt cancellation | 333,333 | |||||
Debt cancelled amount | $ 1,000,000 | |||||
Offering price per share | $ 3 | |||||
5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | CD Financial, LLC [Member] | 5% Series D Preferred Stock [Member] | ||||||
Number of shares issued upon debt cancellation | 4,000,000 | |||||
Debt cancelled amount | $ 4,000,000 | |||||
[1] | Derived from Audited Financial Statements |
PREFERRED STOCK - RELATED PAR39
PREFERRED STOCK - RELATED PARTY (Details Narrative) - USD ($) | Apr. 16, 2015 | Aug. 26, 2013 | Jan. 31, 2017 | Apr. 30, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | [1] |
Accrued dividend | $ 585,715 | $ 353,666 | |||||
Share price (in dollars per share) | $ 1 | ||||||
5% Series D Preferred Stock [Member] | |||||||
Conversion price (in dollars per share) | 0.86 | ||||||
6% Series C Preferred Stock [Member] | |||||||
Conversion price (in dollars per share) | $ 0.52 | ||||||
CD Financial, LLC [Member] | Carl DeSantis [Member] | |||||||
Number of shares issued upon debt conversion | 333,333 | ||||||
Original debt conversion amount | $ 1,000,000 | ||||||
Conversion price (in dollars per share) | $ 3 | ||||||
CD Financial, LLC [Member] | Carl DeSantis [Member] | 5% Series D Preferred Stock [Member] | Amendment Loan and Security Agreement [Member] | |||||||
Number of shares issued upon debt conversion | 4,000 | ||||||
Conversion price (in dollars per share) | $ 0.86 | ||||||
Liquidation preference (in dollars per share) | $ 1,000 | ||||||
Accrued dividend | $ 139,535 | $ 50,556 | |||||
Preferred stock redemption date | Jan. 2, 2020 | ||||||
Share price (in dollars per share) | $ 0.89 | ||||||
Dividend payable (in dollars per share) | $ 0.03 | ||||||
Preferred stock redemption price, percent | 104.00% | ||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Amendment Loan and Security Agreement [Member] | |||||||
Line of credit reduction borrowing capacity | $ 4,000,000 | ||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member] | |||||||
Original debt conversion amount | $ 1,650,000 | ||||||
CDS Ventures of South Florida, LLC [Member] | Carl DeSantis [Member] | 6% Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Number of shares issued upon accrued dividend | 180 | ||||||
Value of shares issued upon accrued dividend | $ 180,000 | ||||||
Accrued dividend | $ 383,491 | ||||||
Preferred stock redemption date | Dec. 31, 2018 | ||||||
CDS Ventures of South Florida, LLC [Member] | Short Term Loan [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member] | |||||||
Original debt conversion amount | $ 550,000 | ||||||
CDS Ventures of South Florida, LLC & CD Financial, LLC [Member] | Carl DeSantis [Member] | 6% Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Number of shares issued upon debt conversion | 2,200 | ||||||
Conversion price (in dollars per share) | $ 0.52 | ||||||
Liquidation preference (in dollars per share) | $ 1,000 | ||||||
[1] | Derived from Audited Financial Statements |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
All Def Digital [Member] | Mr. Tim Leissner [Member] | Strategic Marketing and Advisory Services Agreement [Member] | |
Amount paid for services rendered | $ 390,395 |
CD Financial, LLC [Member] | Office [Member] | Carl DeSantis [Member] | |
Lease expiration | 2020-10 |
Monthly expense | $ 8,809 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 1 Months Ended | 6 Months Ended |
Jan. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)Number$ / sharesshares | |
Stock price (in dollars per sahre) | $ / shares | $ 1 | |
Proceeds from sale of common stock | $ 9,999,948 | |
Carl DeSantis [Member] | CD Financial, LLC [Member] | ||
Number of shares issued upon debt conversion | shares | 333,333 | |
Original debt conversion amount | $ 1,000,000 | |
Conversion price (in dollars per share) | $ / shares | $ 3 | |
2006 Stock Incentive Plan [Member] | ||
Number of option shares granted | shares | 1,579,532 | |
Value of option shares granted | $ 998,700 | |
Private Placement [Member] | ||
Proceeds from sale of common stock | $ 10,000,000 | |
Number of shares issued upon transaction | shares | 3,333,329 | |
Number of investors | Number | 12 | |
Share price (in dollars per share) | $ / shares | $ 3 | |
Celebrity Endorsement Agreements [Member] | Restricted Common Stock [Member] | ||
Number of shares issued upon services | shares | 47,126 | |
Fair value of shares issued upon services rendered | $ 164,000 | |
Stock price (in dollars per sahre) | $ / shares | $ 3.48 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expected volatility | 159.00% | |
Expected term | 4 years | 4 years |
Forfeiture Rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 137.00% | |
Risk-free interest rate | 1.36% | 0.91% |
Maximum [Member] | ||
Expected volatility | 140.00% | |
Risk-free interest rate | 1.89% | 1.69% |
STOCK-BASED COMPENSATION (Det43
STOCK-BASED COMPENSATION (Details 1) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at beginning | shares | 5,636,000 |
Granted | shares | 1,097,000 |
Exercised | shares | (1,491,000) |
Forfeiture and cancelled | shares | (22,000) |
Balance at end | shares | 5,220,000 |
Exercisable at end | shares | 3,466,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance at beginning | $ / shares | $ 1.04 |
Granted | $ / shares | 3.9 |
Exercised | $ / shares | 0.69 |
Forfeiture and cancelled | $ / shares | 0.96 |
Balance at end | $ / shares | 1.72 |
Exercisable at end | $ / shares | $ 1.17 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Roll Forward] | |
Balance at beginning | $ | $ 7,317,000 |
Balance at end | $ | $ 9,444,762 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Average Remaining Term [Roll Forward] | |
Balance at beginning | 5 years 22 days |
Balance at end | 5 years 3 months 4 days |
STOCK-BASED COMPENSATION (Det44
STOCK-BASED COMPENSATION (Details 2) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 5,220,000 |
Weighted Averaged Remaining Life | 4 years 11 months 15 days |
Weighted Averaged Exercise Price | $ / shares | $ 1.72 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 3,466,000 |
Weighted Averaged Exercise Price | $ / shares | $ 1.17 |
Weighted Averaged Remaining Life | 4 years 11 months 15 days |
$0.20 - $0.53 [Member] | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 1,347,000 |
Weighted Averaged Remaining Life | 4 years 5 months 12 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.27 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 1,346,989 |
Weighted Averaged Exercise Price | $ / shares | $ 0.27 |
Weighted Averaged Remaining Life | 4 years 5 months 16 days |
$0.65 - $1.80 [Member] | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 1,159,000 |
Weighted Averaged Remaining Life | 3 years 4 months 6 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.87 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 1,055,319 |
Weighted Averaged Exercise Price | $ / shares | $ 0.85 |
Weighted Averaged Remaining Life | 3 years 4 months 6 days |
$1.83 - $2.84 [Member] | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 1,636,000 |
Weighted Averaged Remaining Life | 5 years 1 month 27 days |
Weighted Averaged Exercise Price | $ / shares | $ 2.07 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 917,545 |
Weighted Averaged Exercise Price | $ / shares | $ 2.09 |
Weighted Averaged Remaining Life | 5 years 1 month 27 days |
$3.20 - $6.20 [Member] | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 1,070,000 |
Weighted Averaged Remaining Life | 726 days |
Weighted Averaged Exercise Price | $ / shares | $ 3.9 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 138,931 |
Weighted Averaged Exercise Price | $ / shares | $ 3.79 |
Weighted Averaged Remaining Life | 726 days |
$7.20 - $22.00 [Member] | |
Outstanding Options | |
Number Outstanding at June 30, 2017 | shares | 8,000 |
Weighted Averaged Remaining Life | 2 years 1 month 16 days |
Weighted Averaged Exercise Price | $ / shares | $ 10.36 |
Vested Options | |
Number Exercisable at June 30, 2017 | shares | 8,000 |
Weighted Averaged Exercise Price | $ / shares | $ 10.36 |
Weighted Averaged Remaining Life | 2 years 1 month 16 days |
STOCK-BASED COMPENSATION (Det45
STOCK-BASED COMPENSATION (Details 3) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | ||
Unvested at beginning of period | ||
Restricted stock granted | 100,000 | |
Restricted stock vested | 16,667 | |
Unvested at end of period | 83,333 | |
Weighted Average Grant-Date Fair Value per Share | ||
Unvested at beginning of period | ||
Restricted stock granted | 3.64 | |
Restricted stock vested | ||
Unvested at end of period | $ 3.64 |
STOCK-BASED COMPENSATION (Det46
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jan. 18, 2007 | Apr. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 02, 2017 | Feb. 28, 2015 | May 31, 2014 | Dec. 31, 2013 |
Number of awards granted | 1,097,000 | |||||||
Average share price (in dollars per share) | $ 3.9 | |||||||
Unrecognized pre-tax non-cash compensation expense to non-vested option | $ 4,481,817 | |||||||
Period unrecognized pre-tax non-cash compensation expense to non-vested option | 3 years | |||||||
Number of shares vested | 4,500,000 | |||||||
Director [Member] | ||||||||
Unrecognized compensation expense | $ 353,799 | |||||||
Weighted average period of unrecognized compensation expense | 2 years 11 months 1 day | |||||||
Minimum [Member] | ||||||||
Vesting period | 2 years | |||||||
Maximum [Member] | ||||||||
Vesting period | 3 years | |||||||
General And Administrative Expense [Member] | ||||||||
Non-cash compensation expense | $ 994,296 | $ 495,108 | ||||||
Stock Incentive Plan [Member] | ||||||||
Plan expiration term | 10 years | |||||||
Number of shares authorized | 2,500,000 | 5,100,000 | 4,600,000 | 4,250,000 | 3,500,000 | |||
Stock Incentive Plan 2015 [Member] | ||||||||
Number of shares authorized | 5,147,000 | |||||||
Description of plan | Provision for an annual increase of 15% of the issued shares under the plan to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2016. | |||||||
Number of option available for grant | 799,996 |
COMMITMENTS AND CONTINGENCIES47
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 52,854 |
2,018 | 113,461 |
2,019 | 116,720 |
2,020 | 120,078 |
Total | $ 403,113 |
COMMITMENTS AND CONTINGENCIES48
COMMITMENTS AND CONTINGENCIES (Details Narrative) - CD Financial, LLC [Member] - Carl DeSantis [Member] - Office [Member] | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Lease expiration | 2020-10 |
Monthly expense | $ 8,809 |