Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 29, 2017 | Jun. 30, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | NEXEON MEDSYSTEMS INC | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Trading Symbol | nxmd | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,416,172 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Common Stock, Shares Outstanding | 21,887,789 | ||
Entity Public Float | $ 2,316,295 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 2,039,907 | |
Other current assets | 127,597 | |
Total Current Assets | 2,167,504 | |
Property and equipment, net | 888 | |
Investments | 148,860 | |
Patents and license, net of accumulated amortization of $562,714 | 8,747,286 | |
Total Assets | 11,064,538 | |
Current Liabilities | ||
Accounts payable | 112,302 | |
Accrued liabilities | 33,434 | |
Due to related party | 415 | 415 |
Credit facility | 14,813 | |
Accrued interest payable - stockholder | 2,193 | |
Total Current Liabilities | 163,157 | 415 |
Notes payable stockholders - long term | 10,000 | |
Total Liabilities | 173,157 | 415 |
Stockholders' Equity | ||
Common Stock - 75,000,000 shares authorized, $.001 par value; 21,711,953 and 500,000 issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 21,712 | 500 |
Additional paid-in capital | 9,392,007 | |
Equity instruments to be issued | 3,070,000 | |
Accumulated deficit | (1,592,338) | (915) |
Total Stockholders' Equity | 10,891,381 | (415) |
Total Liabilities and Stockholders' Equity | $ 11,064,538 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Transactions, Parenthetical Disclosures [Abstract] | ||
Accumulated amortization on patents | $ 562,714 | |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 21,711,953 | 500,000 |
Common Stock, shares outstanding | 21,711,953 | 500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Revenues [Abstract] | ||
Revenues | ||
Depreciation and amortization | 562,813 | |
General and administrative expenses | 915 | 582,867 |
Research and development expenses | 266,586 | |
Loss from operations | (915) | (1,412,266) |
Other (Expense) | ||
Loss on impairment of investment | (173,500) | |
Interest expense - stockholders | (2,098) | |
Interest expense - other | (3,559) | |
Loss before provision (benefit) for taxes | (915) | (1,591,423) |
Provision (benefit) for taxes | ||
Net loss | $ (915) | $ (1,591,423) |
BASIC AND DILUTED PER SHARE DATA: | ||
Net Loss per common share, basic and diluted | $ 0 | $ (0.08) |
Weighted average common shares outstanding, basic and diluted | 500,000 | 19,044,803 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Equity Instruments to be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance, amount at Dec. 07, 2015 | |||||
Balance, shares at Dec. 07, 2015 | |||||
Issuance of common stock to founder, amount | $ 500 | 500 | |||
Issuance of common stock to founder, shares | 500,000 | ||||
Net loss | (915) | (915) | |||
Balance, amount at Dec. 31, 2015 | $ 500 | (915) | (415) | ||
Balance, shares at Dec. 31, 2015 | 500,000 | ||||
Common stock issued for services, amount | $ 423 | 171,329 | 171,752 | ||
Common stock issued for services, shares | 423,500 | ||||
Common stock issued for acquisition, amount | $ 16,660 | 4,811,186 | 4,827,846 | ||
Common stock issued for acquisition, shares | 16,659,943 | ||||
Common stock to be issued for patent license, amount | 3,050,000 | 3,050,000 | |||
Common stock issued for conversion of notes payable and accrued interest, amount | $ 1,288 | 1,389,335 | 1,390,623 | ||
Common stock issued for conversion of notes payable and accrued interest, shares | 1,287,564 | ||||
Common stock issued in private placement for cash, amount | $ 2,841 | 2,675,283 | $ 2,678,124 | ||
Common stock issued in private placement for cash, shares | 2,840,946 | 2,840,946 | |||
Common stock to be issued in private placement for cash, amount | 20,000 | $ 20,000 | |||
Options expense | 82,284 | 82,284 | |||
Warrants issued for conversion of notes payable and accrued interest | 162,823 | 162,823 | |||
Warrants issued in private placement for cash | 99,767 | 99,767 | |||
Net loss | (1,591,423) | (1,591,423) | |||
Balance, amount at Dec. 31, 2016 | $ 21,712 | $ 9,392,007 | $ 3,070,000 | $ (1,592,338) | $ 10,891,381 |
Balance, shares at Dec. 31, 2016 | 21,711,953 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net Loss | $ (915) | $ (1,591,423) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 562,813 | |
Stock-based compensation | 254,036 | |
Loss on impairment of investment | 173,500 | |
Settlement of stockholder note accrued interest | (690) | |
Change in operating assets and liabilities: | ||
Other current asset | (127,597) | |
Accounts payable | 40,454 | |
Accrued liabilities | 20,448 | |
Accrued interest | 898 | |
Net cash used in operating activities | (915) | (667,561) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (986) | |
Acquisition of intellectual property | (140,000) | |
Net cash used in investing activities | (140,986) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 500 | 2,860,946 |
Proceeds of loan from related party | 415 | |
Repayment of shareholder note | (10,000) | |
Repayment of revolving credit facility | (2,492) | |
Net cash provided by financing activities | 915 | 2,848,454 |
Net increase in cash and cash equivalents | 2,039,907 | |
Cash and cash equivalents at beginning of period | ||
Cash and cash equivalents at end of period | 2,039,907 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during period for interest | 3,559 | |
Cash paid during period for taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Common stock issued for acquisition | 4,505,486 | |
Equity instruments to be issued for acquisition for patent license | 3,050,000 | |
Common stock issued for conversion of shareholder notes and accrued interest | 1,490,390 | |
Common stock issued for investments | $ 322,360 |
BUSINESS - NATURE OF ORGANIZATI
BUSINESS - NATURE OF ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
Business - Nature Of Organization | |
BUSINESS - NATURE OF ORGANIZATION | NOTE 1 – BUSINESS – NATURE OF ORGANIZATION Nexeon MedSystems Inc (the “Company” or “Nexeon”) was incorporated in the State of Nevada on December 7, 2015. We are a development stage enterprise focusing on the development and commercialization of physician-driven, medical device innovations. The Company’s primary purposes are to develop and commercialize the drug-eluting balloon technology acquired in the acquisition of Nexeon MedSystems, Inc., a private Delaware corporation (“NXDE”) and to commercialize the implantable neurotechnology and recording platform to be applied for the relief of chronic diseases and disorders, upon completing the acquisition of Nexeon Medsystems Belgium, SPRL (“NMB”), During 2016, the Company formed the following wholly owned subsidiaries: Nexeon Medsystems Europe, SARL (“Nexeon Europe”), (“NXPROC”), Nexeon Europe NXPROC NMB the . NXPROC Acquisitions On February 16, 2016, NXDE entered into an Agreement and Plan of Merger (“Merger Agreement”) with the Company, pursuant to which NXDE was acquired by the Company, with the Company continuing as the surviving entity. The transaction is being accounted for as a business combination. The primary reason for the acquisition of NXDE was to acquire unique intellectual property owned by NXDE and technical knowledge retained by NXDE and to further develop these technologies for potential commercialization. The foregoing transaction is referred to herein as the “Merger.” The effective date of the Merger was February 16, 2016 and 100% of the equity voting interest was acquired. In exchange for 100% of the issued and outstanding preferred stock of NXDE, immediately prior to the closing of the Merger, the Company issued 1,659,943 shares of common stock to the preferred stockholders of NXDE. As a result of the Merger, the stockholders of the NXDE acquired 9.67% of the Company's issued and outstanding common stock as of the effective date of the Merger. In addition, the Merger Agreement provides for the conversion of debt of NXDE under the provisions of the Private Placement of the Company. See Note 10 - Equity The Merger Agreement further provides for the payment of a royalty to a limited liability company to be formed by the former preferred shareholders of NXDE (the “Royalty”). The Royalty payment is equal to 3% of net product sales made by the Company that directly result from the patent portfolio of NXDE and has a term coinciding with the term of the Company’s patent portfolio. Pursuant to the Merger Agreement, the Company exchanged $645,000 in NXDE stockholder loans and $176,482 in accrued interest related to those loans for 821,482 Units in the Private Placement, each Unit consisting of one share of restricted common stock and one common stock purchase warrant. $202,825 in accrued interest related to those loans was cancelled. See Note 10 - Equity The Company considered the provisions of ASC 845 Nonmonetary transaction whereby assets acquired in exchange for another nonmonetary asset is the fair value of the assets surrendered or received, whichever is more clearly evident. Due to the lack of trading activity of the Company’s common stock surrendered in the acquisition, the Company has determined that the fair value of the assets acquired, less liabilities assumed of NXDE is a more clearly evident value of the consideration transferred in the acquisition. The aggregate fair market value of the consideration issued $4,505,486, was determined based on the fair market value of the assets received in the acquisition less the liabilities assumed through the acquisition. 1,659,943 shares of the Company's par value $.001 common stock were transferred for all the issued and outstanding preferred stock of NXDE. The following table shows the allocation of the purchase price of the identified assets acquired and liabilities assumed. Cash and cash equivalents $ — Patents, net 6,120,000 Total identifiable assets 6,120,000 Accounts payable (89,152 ) Accrued liabilities (12,986 ) Accrued interest payable – stockholders (542,376 ) Notes payable – stockholders (970,000 ) Total liabilities assumed (1,614,514 ) Total Purchase Price $ 4,505,486 Patent License Asset Purchase Agreement On September 29, 2016, William Rosellini (“Licensee”), the Chief Executive Officer, a Director and a majority shareholder of the Company, entered into a patent license agreement (the “License Agreement”) with Magnus IP GmbH, incorporated and existing under the laws of Germany (“Magnus” or “Licensor”). Pursuant to the terms of the License Agreement, Magnus granted to Mr. Rosellini, and his “Affiliates” (an entity that Mr. Rosellini has ownership, directly or indirectly, of 50% or more of the voting equity of such entity), a non-exclusive, non-transferable, non-assignable without the right to sublicense worldwide license under the Licensed Patents (described below), to make, have made, use, import, export, distribute, sell, offer for sale, develop and advertise Licensed Products. On December 15, 2016, pursuant to the terms of the License Agreement, Mr. Rosellini sold, assigned and transferred any and all of his right, title and interest in and to the License owned by him related to the Siemens Patents to the Company pursuant to the Patent License Asset Purchase Agreement (the “Purchase Agreement”). As consideration for the transfer of the Siemens Patents and the License related thereto, the Company paid to Mr. Rosellini the sum of $140,000 in cash and will issue to Mr. Rosellini 3,050,000 shares of the Company’s restricted common stock valued at $3,050,000. The Company has not yet issued the shares of restricted common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies: | |
Summary of Significant Accounting Policies | NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. At times, cash in banks may be in excess of the FDIC limits. The Company currently has no cash equivalents. Principals of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. Investments in Non-Consolidated Subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company accounts for its investments in Nuviant Medical Inc. and MicroTransponder, Inc. under the cost method due to the lack of significant influence (see Note 10 - Equity Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company recognized impairment of $173,500 on one of its investments in non-consolidated entities. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity." . Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset and such expense is included in depreciation expense. Repair and maintenance costs are expensed as incurred. Research and Development The Company expenses all research and development costs as incurred. Stock-Based Compensation ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. Beginning with the Company’s quarterly period that began on January 1, 2016, the Company adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation Measurement Objective – Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company recognized stock-based compensation aggregating $82,284 and $0 for common stock options issued to Company personnel, directors and consultants during the fiscal years ended December 31, 2016 and 2015, respectively. Also during the fiscal years ended December 31, 2016 and 2015, the Company paid stock-based compensation consisting of common stock issued to non-employees aggregating $171,500 and $0, respectively and to affiliates aggregating $252 and $0 respectively. Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share (ASC 260-10”). Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the fiscal years ended December 31, 2016 and 2015, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive. During the years ended December 31, 2016 and 2015, 2,332,000 and 0 options and 4,128,510 and 0 warrants were excluded. Comprehensive Income (Loss) FASC Topic No. 220, “ Comprehensive Income,” Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow or, market risks. The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrant-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing Model to value the derivative instruments. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Development Stage Company The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” adopted Development Stage Entities Elimination of Certain Financial Reporting Requirements Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. All tax positions are first analyzed to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained under audit, including resolution of any related appeals or litigation processes. After the initial analysis, the tax benefit is measured as the largest amount that is more than 50% likely of being realized upon ultimate settlement. If the Company is required to pay interest on the underpayment of income taxes, the Company recognizes interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If the Company is subject to payment of penalties, the Company recognizes an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If the penalty was not recognized in the period when the position was initially taken, the expense is recognized in the period when the Company changes its judgment about meeting minimum statutory thresholds related to the initial position taken. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company currently has no assets or liabilities valued at fair value on a recurring basis. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Acquired Intangibles Acquired intangibles include patents and patent licenses acquired by the Company, which are recorded at fair value, assigned an estimated useful life, and are amortized on a straight-line basis over their estimated useful lives ranging from 3 to19 years . The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. See Note 4 and Note 10 . |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Basis of Presentation: | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has not generated any revenues since inception and has an accumulated a deficit of $1,592,338 at December 31, 2016. The Company currently has not completed its efforts to establish a source of revenues sufficient to cover operating costs over an extended period of time. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to seek potential business opportunities for merger or acquisition of existing companies. Management is not currently limiting their search for merger or acquisition candidates to any industry or locations. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s stockholders, in accomplishing the business purposes of the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions: | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2015, the Company had the following transactions with related parties: On December 15, 2015, the Company issued 500,000 shares of its common stock to its Chief Operating Officer for the sum of $500 at the par value of $0.001. 212,000 shares of the 500,000 shares became vested upon issue and the remaining 288,000 shares shall vest over a 36 month period at the rate of 8,000 shares per month. Vesting began on January 1, 2016. The Company's Executive Vice President of Finance loaned $415 to the Company. The loan is non-interest bearing with no set terms of repayment. The loan is outstanding as of December 31, 2016. During the year ended December 31, 2016, the Company had the following transactions with related parties: On January 1, 2016, the Company issued 252,000 shares of common stock to Christopher Miller, with a par value of $0.001, for certain accounting and budget-related services rendered as well as serving as Interim CFO until such time as a permanent CFO was hired. In addition, Mr. Miller was paid $11,600 in cash compensation in the year ended December 31, 2016 prior to entering into an Executive Employment Agreement with the Company effective December 1, 2016. Pursuant to the Executive Employment Contract dated December 1, 2016 between Christopher Miller and the Company to serve as the permanent Chief Financial Officer, 148,000 shares were vested, with the remaining 104,000 shares vesting at a rate 8,000 shares per month for thirteen months. Effective December 1, 2016, Christopher R. Miller, our Chief Financial Officer, pursuant to the 2016 Omnibus Incentive Plan was granted 306,000 three-year incentive stock options to purchase 306,000 shares of common stock. The options vest in monthly increments of 8,500 shares, with the three-year term for each option beginning upon each date of vesting. As of March 28, 2017, 25,500 options were vested but none exercised. The exercise price of all options is $1.00 per share. On January 2, 2016, the Company entered into a Contribution Agreement with Rosellini Scientific, LLC – a company controlled by our CEO, William Rosellini – and its wholly owned subsidiary Belltower Associates, LLC (collectively, Rosellini Scientific, LLC and Belltower Associates, LLC are hereinafter referred to as “RS”). Under this agreement, the Company issued 13,200,000 shares of its common stock in return for, among other consideration: i. RS’s agreement to an assignment (subject to regulatory transfer approval) to the Company of Phase II, should it be granted of the Federal NIH/SBIR awarded Grant #1R44HL129870-01; ii. 1,675,000 shares of common stock of Nuviant Medical, Inc., a Nevada corporation; iii. 167 shares of common stock of MicroTransponder, Inc., a Delaware corporation; and iv. 175 shares of common stock of Emeritus Clinical Solutions, Inc., a Delaware corporation. These transactions were valued based on the value of the contributed assets as the Company’s shares had no ascertainable value as of the date of issuance of the shares. This was in accordance with ASC 845 Non-monetary transactions whereby non-monetary assets acquired in exchange for another non-monetary asset is the fair value of the asset surrendered or received, whichever is more clearly evident. In this case the value of the contributed assets were more ascertainable than the value of the shares issued. Prior to the contribution William Rosellini was not a related party of the Company, but became a related party on January 2, 2016 through the issuance of the 13,200,000 shares and a controlling interest in the Company. On January 2, 2016, the Company issued 1,800,000 shares of its common stock to its then Vice President of Clinical Affairs, Dr. Elizabeth Rosellini DDS (the sister of our CEO), in return for 214 shares of common stock of Emeritus Clinical Solutions, Inc., a Delaware corporation, and 60,000 shares of common stock of Nuviant Medical, Inc., a Nevada corporation. In addition, Dr. Rosellini was paid cash compensation of $20,000 during the year ended December 31, 2016. Effective December 31, 2016, Dr. Rosellini resigned as an officer of the Company. On December 15, 2016, pursuant to the terms of the License Agreement, Mr. Rosellini sold, assigned and transferred any and all of his right, title and interest in and to the License owned by him related to the Siemens Patents to the Company pursuant to the Patent License Asset Purchase Agreement (the “Purchase Agreement”). As consideration for the transfer of the Siemens Patents and the thereto paid will issue to Mr. Rosellini common stock valued at $3,050,000. common stock In October 2016, the Company paid $124,870 to Nexeon Medsystems Belgium, SPRL (“NMB”), formerly SPRL NMB During the year ended December 31, 2016, Rosellini Scientific, LLC, the largest shareholder in the Company, loaned $145,475 to the Company. The loan was non-interest bearing with no set terms of repayment. As of December 31, 2016, the loan was repaid in full in cash. Mr. Rosellini, the CEO of the Company, is the sole Member and Manager of Rosellini Scientific, LLC. On April 1, 2016, pursuant to the 2016 Omnibus Incentive Plan, the Company issued non-qualified options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share, with a term of three years to each of the following: Dr. Mark C. Bates MD, Chief Innovation Officer; Dr. Elizabeth Rosellini DDS, Vice President of Clinical Affairs; and Sheneka Rains, appointed Chief Clinical Engineering Officer As part of the Merger Agreement with NXDE, Dr. Mark Bates, MD, the Company’s Chief Innovation Officer, and Director, received a total of 386,212 shares of the Company’s Common Stock upon conversion of the NXDE preferred shares, and converted $370,000 of debt owed to him by NXDE into 370,000 shares of our common stock and warrants to purchase 370,000 additional shares of common stock at a strike price of $2.00 per share and with a term of 36 months. In addition, Dr. Bates contributed $202,825 of accrued interest on his debt, which has been reflected as additional paid-in capital to the Company during the first quarter of 2016. Dr. Bates, beginning September 1, 2016, will receive a fee of $3,000 paid quarterly to serve as a Director and a fee of $9,000 paid quarterly for research and development consulting services. On June 1, 2016, pursuant to the 2016 Omnibus Incentive Plan, the Company issued to Dr. Melanie McWade PhD, Vice President of Emerging Therapies, non-qualified stock options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share, with a term of three years. The options vest in monthly increments of 7,000 with a three-year term for each option beginning upon each date of vesting. On October 28, 2016, Dr. Michael Rosellini acquired 1,217,000 shares of Common Stock of the Company and 1,217,000 warrants to acquire another 1,217,000 shares of Common Stock of the Company as follows: (i) 617,000 shares of Common Stock and 617,000 warrants to purchase 617,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months are held by Dr. Rosellini individually and (ii) 600,000 shares of Common Stock and 600,000 warrants to purchase 600,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months are held by the IRA Resources, FBO Randy Michael Rosellini, ROTH IRA. Dr. Rosellini has the sole power to vote and dispose of the shares held by the Roth IRA. Alll of the shares of Common Stock and warrants were purchased from the Company pursuant to the Company’s private placement which closed on December 2, 2016. The warrants are currently exercisable and expire on October 28, 2019. Dr. Rosellini is the father of William Rosellini our Chief Executive Officer. On August 21, 2016, NRose, LLC entered into a contribution agreement with the Company to acquire 50,000 shares of Common Stock and 50,000 warrants to purchase 50,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months. Nancy Rosellini has the sole power to vote and dispose of the shares/warrants held by the NRose, LLC. The shares of Common Stock and the warrants were purchased from the Company pursuant to the Company’s private placement which closed on December 2, 2016. The warrants are currently exercisable and expire on August, 21, 2019. Nancy Rosellini is the mother of William Rosellini, our Chief Executive Officer. Effective December 1, 2016, Brian Blischak, our President and Chief Commercial Officer, was granted an initial grant of 1,150,000 non-transferable stock options to purchase shares of the Company’s Common Stock, consisting of 500,000 incentive stock options (“ISO”), and 650,000 non-qualified stock options (“NQSO”). With respect to the ISO options, 100,000 ISO options vested on the Effective Date, and 100,000 ISO options vested on January 1, 2017. Additional lots of 100,000 ISO options each shall vest on January 1, 2018, 2019 and 2020. With respect to the NQSO options, 38,000 NQSO options vested on the Effective Date, and 17,000 NQSO options vested on January 1, 2017. An additional 17,000 options shall vest on the first day of each month thereafter until all NQSO options are fully vested on December 1, 2019. As of 28, , a total of 289,000 ISO and NQSO options were vested but none exercised. The exercise price of all options is $1.00 per share and the options shall expire in eight years from the date of vesting. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 5 – INVESTMENTS As of December 31, 2016 investments consists of the following, all of which are being accounted for under the cost method. See Note 2 – Summary of Significant Accounting Policies. Name of Investment Shares Book Value Nuviant Medical Inc. 1,735,000 $ 173,500 MicroTransponder Inc 167 69,472 Emeritus Clinical Solutions, Inc. 389 79,388 Total Investments 322,360 Less Impairment (173,500 ) Net Investments $ 148,860 The Company has recorded impairment of $173,500 on its investment in Nuviant Medical Inc., due to a significant change to Nuviant Medical Inc.’s financial condition. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable - Related Parties | |
Notes Payable - Related Parties | NOTE 6 – NOTES PAYABLE During the year ended December 31, 2015, the Company did not have any notes payable. The Company's Executive Vice President of Finance loaned $415 to the Company. The loan is non-interest bearing with no set terms of repayment. The loan is outstanding as of December 31, 2016. During the year ended December 31, 2016, the Company incurred the following notes payable: During the 12 months ended December 31, 2016, the Company held notes payable with two stockholders in the amount of $10,000 each, which bear interest at the rate of 12% per annum and mature March 31, 2018. One note payable with a stockholder in the amount of $10,000 was paid in full along with $1,200 in accrued interest during the year ended December 31, 2016. The Company has a revolving credit card with BB&T Financial with an outstanding balance of $14,633 as of December 31, 2016 with a credit limit of $60,000 and a current APR of 25.4%. And a revolving credit card with Comerica Bank with an outstanding balance of $180 as of December 31, 2016 with a credit limit of $11,000 with a current APR of 0%. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company is subject to a patent royalty agreement that requires 3% of Net Product Sales received from commercialization of the patents or other intellectual property acquired in the Merger with NXDE . generated The Company acquired a non-exclusive license to a portfolio of 86 patents and is subject to a 6% royalty to Magnus IP GmbH of the Net Sales of all licensed products sold, licensed, leased or otherwise disposed pursuant to the license. No sales have been generated |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the years ended December 31, 2016 and 2015 to the Company’s effective tax rate is as follows: Years Ended December 31, 2016 December 31, 2015 Statutory federal income tax rate -34 % -34 % State income tax, net of federal benefits -6 % -6 % Valuation allowance 40 % 40 % Income tax provision (benefit) 0 % 0 % The benefit for income tax is summarized as follows: Years Ended December 31, 2016 December31, 2015 Federal Current $ 541,000 $ 300 Deferred — — State Current 95,000 50 Deferred — — Change in valuation allowance (636,000 ) (350 ) Income tax provision (benefit) $ — $ — The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2015 and 2014 are as follows: Years Ended December 31, 2016 December 31, 2015 Deferred tax asset Net operating loss carryforwards – tax effect $ 636,350 $ 350 Valuation allowance (636,350 ) (350 ) Deferred tax asset, net of allowance $ — $ — As of December 31, 2016 and 2015, the Company had $1,592,338 of Federal and State net operating loss carryovers (“NOLs”) which begin to expire in 2035. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files U.S. Federal and Kentucky tax returns that are subject to audit by tax authorities beginning with the year ended December 31, 2015. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. |
2016 OMNIBUS INCENTIVE PLAN
2016 OMNIBUS INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
2016 OMNIBUS INCENTIVE PLAN | NOTE 9 – 2016 OMNIBUS INCENTIVE PLAN The Company may, from time to time, issue certain equity awards pursuant to our 2016 Omnibus Incentive Plan (the "Plan''). The Plan was adopted by our Board of Directors on January 2, 2016 and was subsequently approved by our shareholders. As of December 31, 2016, options to purchase a total of 2,332,000 shares of the Company's common stock were issued under the Plan, all with an exercise price of $1.00 per share. 138,000 vested immediately upon grant and the remaining vest in varying amounts ranging from 100,000 annually to monthly increments ranging from 3,333 to 17,000 based on individual stock option agreements. Each option has a three-year term starting on each date of vesting. The Plan will be administered by a Committee of two or more non-employee Directors designated by the Board once outside Directors have been elected to the Board. In the interim the Board shall perform the requisite duties of the Committee with respect to awards made. The Committee currently determines to whom awards are made, the timing of any such awards, the type of securities, and number of shares covered by each award, as well as the terms, conditions, performance criteria, restrictions and other provisions of awards. The Committee has the authority to cancel or suspend awards, accelerate the vesting or extending the exercise period of any awards made pursuant to the Plan. Shares Available under the 2016 Omnibus Incentive Plan The maximum shares available for issuance under the Plan are 5,000,000, subject to adjustment as set forth in the Plan. Any shares subject to an award that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancelation, forfeiture, expiration or cash settlement, again become available for awards under the Plan. The Committee can issue awards comprised of restricted stock, stock options, stock appreciation rights, stock units and other awards, as set forth in the Plan. Transferability Except as otherwise provided in the Plan, (i) during the lifetime of a Participant, only the Participant or the Participant’s guardian or legal representative may exercise an option or stock appreciation right, or receive payment with respect to any other award and (ii) no award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Change in Control In the event of a merger, the surviving or successor entity (or its parent) may continue, assume or replace outstanding awards as of the date of the relevant transaction and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. Such awards or replacements can be executed in part on the condition that the contractual obligations represented by the award are expressly assumed by the surviving or successor entity (or its parent) with appropriate adjustments to the number and type of securities subject to the award and the exercise price thereof so as to preserve the intrinsic value of the award existing at the time of the relevant transaction. Alternatively, the surviving or successor entity (or its parent) could issue to a Participant a comparable equity-based award that preserves the intrinsic value of the original award existing at the time of the relevant transaction and contains terms and conditions that are substantially similar to those of the award. If and to the extent that outstanding awards under the Plan are not continued, assumed or replaced in connection with a merger or relevant corporate transaction, then all outstanding awards shall become fully vested and exercisable for such period of time prior to the effective date of the relevant transaction as is deemed fair and equitable by the Committee and shall terminate at the effective date of said transaction. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Equity: | |
Equity | NOTE 10 –EQUITY Common and Preferred Stock The Company’s Articles of Incorporation authorize 75,000,000 shares of Common Stock, $0.001 par value, and 25,000,000 shares of Preferred Stock, $0.001 par value. The Articles of Incorporation were amended on February 22, 2016 to cancel the authorization of Preferred Stock. Common Stock Issuances On December 15, 2015, the Company issued 500,000 shares of its common stock to its Chief Operating Officer for the sum of $500 at the par value of $0.001. 212,000 shares of the 500,000 shares became vested upon issue and the remaining 288,000 shares shall vest over a 36 month period at the rate of 8,000 shares per month. Vesting began on January 1, 2016. No other shares were issued during the year ended December 31, 2015. During the year ended December 31, 2016, the Company: (i) Issued to its Interim Chief Financial Officer 252,000 shares of restricted Common Stock of the Company for certain accounting and budget-related services rendered as well as serving as Interim CFO until such time as a permanent CFO was hired. As of December 1, 2016 148,000 shares were vested and the remaining 104,000 shares vest at the rate of 8,000 shares per month over a term of 13 months from December 1, 2016. The shares were valued at $252. (ii) Issued to Rosellini Scientific, LLC 13,200,000 shares of Common Stock in exchange for 1,675,000 shares of common stock in Nuviant Medical Inc., a Nevada corporation, 175 shares of common stock in Emeritus Clinical Solutions, Inc., a Delaware corporation, 167 shares of common stock in MicroTransponder, Inc., a Delaware corporation, the assignment of one Federal NIH Grant in the amount of $218,377 and one State of Kentucky Matching Funds Grant in the amount of $150,000. Mr. Rosellini, the CEO of the Company, is the sole Member and Manager of Rosellini Scientific, LLC. The shares had a fair value of $272,686 on the date of issuance and were valued based on the value of the contributed assets as the Company’s shares had no ascertainable value as of the date of issuance of the shares. This was in accordance with ASC 845, Nonmonetary Transactions, On December 15, 2016, pursuant to the terms of the License Agreement, Mr. Rosellini sold, assigned and transferred any and all of his right, title and interest in and to the License owned by him related to the Siemens Patents to the Company pursuant to the Patent License Asset Purchase Agreement (the “Purchase Agreement”). As consideration for the transfer of the Siemens Patents and the License related thereto, the Company paid will issue to Mr. Rosellini valued at $3,050,000. (iii) Issued 1,800,000 shares of restricted common stock to its Vice President of Clinical Affairs in return for 214 shares of common stock of Emeritus Clinical Solutions, Inc., a Delaware corporation, and 60,000 shares of common stock of Nuviant Medical, Inc., a Nevada corporation. The shares had a fair value of $49,673 on the date of issuance and were valued based on the value of the contributed assets as the Company’s shares had no ascertainable value as of the date of issuance of the shares. This was in accordance with ASC 845, Nonmonetary Transactions, (iv) Issued 1,659,943 shares of common stock to the stockholders of NXDE, pursuant to the terms of the Merger Agreement (see Note 1 Business – Acquisition ) (v) Pursuant to the Merger Agreement and subsequent to the Merger, the Company exchanged $950,000 in NXDE stockholder loans and $337,564 in accrued interest related to those loans for 1,287,564 Units in the Private Placement at $1.00 per Unit, each Unit consisting of one share of restricted common stock and one warrant to purchase one additional share of restricted common stock. The warrants have an exercise price of $2.00 per share and expire 36 months from the date of issue. For information regarding the Private Placement, see Note 10 - Equity – Warrants (vi) As of December 31, 2016, $2,860,946 in Units were issued for cash in the Private Placement, resulting in 2,840,946 shares of restricted Common Stock being issued and 20,000 shares not yet issued. (vii) As of December 31, 2016, 146,500 shares of restricted Common Stock of the Company have been issued for certain legal services rendered to third-party consultants. The shares were valued at $146,500. (viii) As of December 31, 2016, 25,000 shares of restricted Common Stock of the Company have been issued for certain research and development consulting services rendered to third-party consultants. The shares were valued at $25,000. Option Grants The Company may, from time to time, issue certain equity awards pursuant to our 2016 Omnibus Incentive Plan (the “2016 Plan”). The 2016 Plan was adopted by our Board of Directors on January 2, 2016 and was subsequently approved by our shareholders on January 2, 2016. The Company reserved 5,000,000 shares of common stock for issuance pursuant option grants under the 2016 Plan. During the twelve months ended December 31, 2016, the Company issued stock options to purchase a total of 2,332,000 shares of the Company’s common stock under the 2016 Plan, all with an exercise price of $1.00 per share, as follows: (i) Granted to the Company’s Chief Innovation Officer 252,000 three-year nonqualified options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 7,000 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $47,056 using the Black-Scholes Option Pricing Model. (ii) Granted to the Company’s Vice President Clinical Affairs 252,000 three-year nonqualified options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 7,000 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $47,056 using the Black-Scholes Option Pricing Model. The Vice President of Clinical Affairs resigned effective December 31, 2016 and all options granted to such officer were cancelled. (iii) Granted to Chief Clinical Engineering Officer 252,000 three-year nonqualified options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 7,000 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $47,056 using the Black-Scholes Option Pricing Model. (iv) Granted to the Vice President of Emerging Therapies 252,000 three-year nonqualified options to purchase 252,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 7,000 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $42,113 using the Black-Scholes Option Pricing Model. (v) Granted to the Chief Financial Officer 306,000 three-year incentive stock options to purchase 306,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 8,500 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $66,233 using the Black-Scholes Option Pricing Model. (vi) Granted 1,150,000 stock options to purchase shares of the Company’s Common Stock, consisting of 500,000 incentive stock options (“ISO”), and 650,000 non-qualified stock options (“NQSO”). With respect to the ISO options, 100,000 ISO options vested on the Effective Date, and 100,000 ISO options vested on January 1, 2017. Additional lots of 100,000 ISO options each shall vest on January 1, 2018, 2019 and 2020. With respect to the NQSO options, 38,000 NQSO options vested on the Effective Date, and 17,000 NQSO options vested on January 1, 2017. An additional 17,000 options shall vest on the first day of each month thereafter until all NQSO options are fully vested on December 1, 2019. The exercise price of all options is $1.00 per share and the options shall expire in eight years from the date of vesting. (vii) Granted to the Director of Clinical Research 120,000 three-year incentive stock options to purchase 120,000 shares of common stock, with an exercise price of $1.00 per share. The options vest in monthly increments of 3,333 shares, with the three-year term for each option beginning upon each date of vesting. The fair value of the options was determined to be $25,974 using the Black-Scholes Option Pricing Model. The options were valued at $593,775 using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate 1.68% Expected life 6.73 years Expected dividends 0.00% Expected volatility 42.88.% Fair value of Company's common stock $ 1.00 Aggregate options expense recognized for the year ended December 31, 2016 was $82,284. As of December 31, 2016, there were 2,668,000 shares available for grant under the 2016 Plan. Warrants On February 1, 2016, the Company initiated a private placement for the sale of up to 5,500,000 units (the “Units”) at $1.00 per Unit (the “Private Placement”). Each Unit consists of one share of restricted common stock and one warrant to purchase one additional share of restricted common stock. The Private Placement was closed on December 2, 2016. The warrants have an exercise price of $2.00 per share and expire 36 months from the date of issue. The warrants have limited transferability to an affiliate of the holder only, cannot be sold as a warrant and do not contain cashless exercise provisions. The warrants do not include any terms or contracts to issue additional shares and have no liquidation preferences or participation rights. During the year ended December 31, 2016, the Company issued a total of 4,128,510 warrants to purchase shares of the Company’s common stock pursuant to the Private Placement, as follows: (i) Pursuant to the Merger Agreement, the Company exchanged $645,000 in NXDE stockholder loans and $176,482 in accrued interest related to those loans for 821,482 Units in the Private Placement at $1.00 per Unit, each Unit consisting of one share of restricted common stock and one warrant to purchase one additional share of restricted common stock, resulting in 821,482 warrants being issued. (ii) Subsequent to the Merger the Company exchanged $305,000 in NXDE stockholder loans and $161,082 in accrued interest related to those loans for 466,082 Units in the Private Placement at $1.00 per Unit, each Unit consisting of one share of restricted common stock and one warrant to purchase one additional share of restricted common stock, resulting in 466,082 warrants being issued. (iii) As of December 31, 2016, $2,860,946 in Units have been subscribed in the Private Placement associated with cash subscriptions, resulting in 2,840,946 warrants being issued and 20,000 warrants not yet issued. As of December 31, 2016, no warrants have been exercised. As of December 31, 2016, a total of 4,128,510 shares of Common Stock of the Company have been reserved for issuance upon exercise of the warrants. Stock option activity, both within and outside the Plan, and warrant activity for the year ended December 31, 2016, are as follows: Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding at January 2, 2016 — $ — — $ — Granted 2,584,000 1.00 4,128,510 2.00 Canceled 252,000 1.00 — — Expired — — — — Exercised — — — — Outstanding at December 31, 2016 2,332,000 $ 1.00 4,128,510 $ 2.00 Exercisable at December 31, 2016 292,000 $ 1.00 4,128,510 $ 2.00 The range of exercise prices and remaining weighted average life of the options outstanding at December 31, 2016 were $1.00 to $1.00 and 3.88 to 9.45 years, respectively. The aggregate intrinsic value of the outstanding options at December 31, 2016 was $593,775. The range of exercise prices and remaining weighted average life of the warrants outstanding at December 31, 2016 were $2.00 to $2.00 and 2.11 to 2.86 years, respectively. The aggregate intrinsic value of the outstanding warrants at December 31, 2016 was $262,590. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events: | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring through the date that the financial statements were issued. Subsequent to December 31, 2016, 175,836 shares of restricted Common Stock of the Company have been issued for certain legal and corporate consulting services rendered to third-party consultants. These shares were valued at $175,836. January 1, 2017 Appointment of Director of Emerging Therapy On January 1, 2017, the Board of Directors of the Company, appointed Emily Hamilton, MD to serve as the Director of Emerging Therapy of the Company. Dr. Hamilton was the President of Rosellini Scientific LLC from 2010 to 2012 where she provided leadership to position the company at the forefront of the biomedical engineering industry. At Rosellini Scientific she helped to develop a strategic plan to advance the company's scientific mission and objectives and to promote revenue, profitability and growth as an organization. She also oversaw the company operations to ensure production efficiency, quality, service, and cost-effective management of clinical and pre-clinical research. Dr. Hamilton graduated from Oklahoma State University with a degree in Physiology. She then attended the University of Texas Medical School at Houston ('06) and went on to complete an Anesthesiology Residency. She is board certified in Anesthesiology in Texas and for the last seven years has been affiliated with Baylor Scott & White Medical Center Plano, Medical City Dallas Hospital, Texas Health Presbyterian Hospital and Texas Health Presbyterian Hospital Dallas. Dr. Hamilton is the wife of our CEO, William Rosellini. January 6, 2017 Stock Exchange Agreement On January 6, 2017, (the "Effective Date), The Company and Rosellini Scientific, LLC, a Texas limited liability company ("RS"), entered into a Stock Exchange Agreement (the “Agreement”). Subject to the terms and conditions set forth the Agreement, on the Effective Date, RS sold, transferred, and assigned to Nexeon all of its right, title and interest in and to 100 shares of common stock of MicroTransponder Inc., a Delaware corporation (the "MTI Shares") in exchange for 389 shares of common stock of Emeritus Clinical Solutions, Inc. (formerly Telemend, Inc.), a Texas corporation, owned by Nexeon and Nexeon sold, transferred and assigned to RS 389 shares of common stock of Emeritus Clinical Solutions, Inc. (the “Emeritus Shares”) in exchange for the 100 MTI Shares (the MTI Shares and Emeritus Shares are collective referred to as the “Exchange Shares”). January 10, 2017 Acquisition Agreement On January 10, 2017, Rosellini Scientific, LLC, (“RS”) and Nexeon Medsystems Europe, S.a.r.l., a Luxembourg private limited liability company (hereinafter referred to as “Nexeon Europe”), which is a wholly-owned subsidiary Company, and in the presence of Nexeon Medsystems Belgium SPRL, a company incorporated under the laws of Belgium, (hereinafter referred to as “ NMB NMB Pursuant to the Acquisition Agreement, RS is granting to Nexeon Europe the exclusive and irrevocable right to purchase the Shares upon the terms and conditions set forth in the Acquisition Agreement (the “Right to Purchase”). The consideration for the Right to Purchase is US $1,000 (the “Acquisition Price”). Nexeon Europe shall have the right to exercise the Right to Purchase commencing from the date of the Acquisition Agreement and terminating on December 31, 2017 (the “Acquisition Period”). In the event Nexeon Europe exercises the Right to Purchase, the Agreement shall be automatically deemed converted into and considered a share transfer agreement for the purchase of the Shares and the Acquisition Price shall be considered the Purchase Price of the Shares and shall be deemed to have been satisfied by Nexeon Europe to RS as of the date of the Acquisition Agreement. If Nexeon Europe elects not to exercise the Right to Purchase on or before December 31, 2017, then the Acquisition Agreement shall become null and void and of no further force and effect. Pursuant to the terms of the Acquisition Agreement, closing of the transaction is conditioned upon the delivery to Nexeon Europe of a two year audit for years ending December 31, 2015 and 2016 of NMB Description of Nexeon Medsystems Belgium, SPRL Nexeon Medsystems Belgium, SPRL, formerly known as Rosellini Scientific Benelux, is wholly-owned subsidiary of RS and is a medical device manufacturing company. NMB NMB NMB Description of Nexeon Europe Nexeon Europe is a wholly owned subsidiary of the Company formed on October 28, 2016. The Company and Nexeon Europe are part of the Nexeon group of companies (the “Group”) that is currently being restructured in order to achieve a more efficient and cost-effective Group structure. Loan Agreement and Promissory Note In connection with the Acquisition Agreement described above and based on the contemplation that Nexeon Europe shall acquire all of the shares of NMB NMB NMB NMB NMB NMB The Loan shall bear interest at the rate of 5% per annum. Accrued interest on the unpaid principal amount of the Loan shall be payable on the Maturity Date. Accrued interest on any partial repayment of the Loan shall be payable on the earlier of the date of repayment or the first business day of the month following partial repayment. As of March 28, 2017, $592,059 has been loaned to NMB Security Agreement As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Loan, NMB NMB’s Services Agreements for Common Stock On December 9, 2016, Nexeon Medsystems Puerto Rico, a wholly owned subsidiary of the Company, entered into a services agreement with Adaptive Business Solutions, LLC to provided corporate structuring consulting services in exchange for $60,000 in restricted shares of the Company’s common stock. No stock was issued at the time the agreement was entered into in 2016. In January 2017, 38,336 shares of the Company’s common stock were issued in exchange for services provided. On February 14, 2017, the Company entered into a services agreement with ACORN Management Partners, LLC to provide strategic business outreach and strategic relations services in exchange for a monthly fee of $7,500 and $125,000 in restricted shares of the Company’s common stock. The Company has made cash payments of $7,500 and issued 125,000 shares of the Company’s commons stock in February 2017. The initial term of the agreement is six months. On February 23, 2017, the Company entered into a services agreement with Sichenzia Ross Ference Kesner, LLP to provide drafting and filing of a registration statement on Form S-1for a flat rate of $40,000. The fee shall be paid $20,000 in cash and $20,000 in restricted shares of the Company’s common stock. The Company has issued 12,500 shares of the Company’s commons stock and made cash payments of $12,500 in February 2017. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies: | |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with maturities of three months or less as cash and cash equivalents. At times, cash in banks may be in excess of the FDIC limits. The Company currently has no cash equivalents |
Principals of Consolidation | Principals of Consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries. All material inter-company accounts, transactions, and profits have been eliminated in consolidation. |
Investments in Non-Consolidated Subsidiaries | Investments in Non-Consolidated Subsidiaries Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company accounts for its investments in Nuviant Medical Inc. and MicroTransponder, Inc. under the cost method due to the lack of significant influence (see Note 10, Equity |
Long-lived Assets | Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company recognized impairment of $173,500 on one of its investments in non-consolidated entities. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity." . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized based upon the lesser of the term of the lease or the useful life of the asset and such expense is included in depreciation expense. Repair and maintenance costs are expensed as incurred. |
Research and Development | Research and Development The Company expenses all research and development costs as incurred. |
Stock-Based Compensation | Stock-Based Compensation ASC 718 requires companies to measure all stock compensation awards using a fair value method and recognize the related compensation cost in its financial statements. Beginning with the Company’s quarterly period that began on January 1, 2016, the Company adopted the provisions of FASB ASC 718 and expenses the fair value of employee stock options and similar awards in the financial statements. The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation Measurement Objective – Fair Value at Grant Date The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company recognized stock-based compensation aggregating $82,284 and $0 for common stock options issued to Company personnel, directors and consultants during the fiscal years ended December 31, 2016 and 2015, respectively. Also during the fiscal years ended December 31, 2016 and 2015, the Company paid stock-based compensation consisting of common stock issued to non-employees aggregating $171,500 and $0, respectively and to affiliates aggregating $252 and $0 respectively. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share (ASC 260-10”). Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the fiscal years ended December 31, 2016 and 2015, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive. During the years ended December 31, 2016 and 2015, 2,332,000 and 0 options and 4,128,510 and 0 warrants were excluded. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) FASC Topic No. 220, “ Comprehensive Income,” |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow or, market risks. The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrant-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing Model to value the derivative instruments. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. |
Development Stage Company | Development Stage Company The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” Development Stage Entities Elimination of Certain Financial Reporting Requirements |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. All tax positions are first analyzed to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained under audit, including resolution of any related appeals or litigation processes. After the initial analysis, the tax benefit is measured as the largest amount that is more than 50% likely of being realized upon ultimate settlement. If the Company is required to pay interest on the underpayment of income taxes, the Company recognizes interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If the Company is subject to payment of penalties, the Company recognizes an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If the penalty was not recognized in the period when the position was initially taken, the expense is recognized in the period when the Company changes its judgment about meeting minimum statutory thresholds related to the initial position taken. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company currently has no assets or liabilities valued at fair value on a recurring basis. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Acquired Intangibles | Acquired Intangibles Acquired intangibles include patents and patent licenses acquired by the Company, which are recorded at fair value, assigned an estimated useful life, and are amortized on a straight-line basis over their estimated useful lives ranging from 3 to19 years . The Company periodically evaluates whether current facts or circumstances indicate that the carrying values of its acquired intangibles may not be recoverable. If such circumstances are determined to exist, an estimate of the undiscounted future cash flows of these assets, or appropriate asset groupings, is compared to the carrying value to determine whether an impairment exists. If the asset is determined to be impaired, the loss is measured based on the difference between the carrying value of the intangible asset and its fair value, which is determined based on the net present value of estimated future cash flows. See Note 4 and Note 9 . |
BUSINESS - NATURE OF ORGANIZA19
BUSINESS - NATURE OF ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of allocation of the purchase price of the identified assets acquired and liabilities assumed: | |
Schedule of allocation of the purchase price of the identified assets acquired and liabilities assumed | Cash and cash equivalents $ — Patents, net 6,120,000 Total identifiable assets 6,120,000 Accounts payable (89,152 ) Accrued liabilities (12,986 ) Accrued interest payable – stockholders (542,376 ) Notes payable – stockholders (970,000 ) Total liabilities assumed (1,614,514 ) Total Purchase Price $ 4,505,486 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost Method Investments | Name of Investment Shares Book Value Nuviant Medical Inc. 1,735,000 $ 173,500 MicroTransponder Inc 167 69,472 Emeritus Clinical Solutions, Inc. 389 79,388 Total Investments 322,360 Less Impairment (173,500 ) Net Investments $ 148,860 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Reconciliation of Income Tax Rate | Years Ended December 31, 2016 December 31, 2015 Statutory federal income tax rate -34 % -34 % State income tax, net of federal benefits -6 % -6 % Valuation allowance 40 % 40 % Income tax provision (benefit) 0 % 0 % |
Summary of Benefit For Income Tax | Years Ended December 31, 2016 December31, 2015 Federal Current $ 541,000 $ 300 Deferred — — State Current 95,000 50 Deferred — — Change in valuation allowance (636,000 ) (350 ) Income tax provision (benefit) $ — $ — |
Schedule of Deferred Tax Liability | Years Ended December 31, 2016 December 31, 2015 Deferred tax asset Net operating loss carryforwards – tax effect $ 636,350 $ 350 Valuation allowance (636,350 ) (350 ) Deferred tax asset, net of allowance $ — $ — |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Equity: | |
Schedule of assumptions used to value options | Risk-free interest rate 1.68% Expected life 6.73 years Expected dividends 0.00% Expected volatility 42.88.% Fair value of Company's common stock $ 1.00 |
Schedule of Stock option activity, both within and outside the Plan, and warrant activity | Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding at January 2, 2016 — $ — — $ — Granted 2,584,000 1.00 4,128,510 2.00 Canceled 252,000 1.00 — — Expired — — — — Exercised — — — — Outstanding at December 31, 2016 2,332,000 $ 1.00 4,128,510 $ 2.00 Exercisable at December 31, 2016 292,000 $ 1.00 4,128,510 $ 2.00 |
BUSINESS - NATURE OF ORGANIZA23
BUSINESS - NATURE OF ORGANIZATION (Narrative) (Details) - USD ($) | Feb. 16, 2016 | Dec. 31, 2016 | Dec. 15, 2016 | Dec. 31, 2015 |
Common Stock, par value | $ 0.001 | $ 0.001 | ||
William Rosellini, CEO [Member] | ||||
Cash payable for patents transfer | $ 140,000 | |||
Shares payable for patents transfer, value | $ 3,050,000 | |||
Shares payable for patents transfer, shares | 3,050,000 | |||
NXDE [Member] | ||||
Percentage of equity voting interests acquired | 100.00% | |||
Effective date of the merger | Feb. 16, 2016 | |||
Common stock issued for acquisition, shares | 1,659,943 | |||
Percentage ownership of Company by stockholders of NXDE | 9.67% | |||
Royalty payment percentage owed to former preferred NXDE stockholders | 3.00% | |||
Stockholder loans exchanged for Units in Private Placement | $ 645,000 | $ 950,000 | ||
Accrued interest exchanged for Units in Private Placement | $ 176,482 | $ 337,564 | ||
Units issued in Private Placement | 821,482 | 1,287,564 | ||
Accrued interest cancelled | $ 202,825 |
BUSINESS - NATURE OF ORGANIZA24
BUSINESS - NATURE OF ORGANIZATION (Identified Assets Acquired and Liabilities Assumed) (Details) - NXDE [Member] | Feb. 16, 2016USD ($) |
Cash and cash equivalents | |
Patents, net | 6,120,000 |
Total identifiable assets | 6,120,000 |
Accounts payable | (89,152) |
Accrued liabilities | (12,986) |
Accrued interest payable - stockholders | (542,376) |
Notes payable - stockholders | (970,000) |
Total liabilities assumed | (1,614,514) |
Total Purchase Price | $ 4,505,486 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss on impairment of investment | $ 173,500 | ||
Stock Options [Member] | |||
Stock-based administrative compensation | 2,332,000 | $ 0 | |
Warrant [Member] | |||
Stock-based administrative compensation | 4,128,510 | 0 | |
Administrative personnel, directors, and consultants [Member] | |||
Stock-based administrative compensation | 82,284 | 0 | |
Non-employees [Member] | |||
Stock-based administrative compensation | 171,500 | 0 | |
Affiliates [Member] | |||
Stock-based administrative compensation | $ 252 | $ 0 | |
Minimum [Member] | |||
Useful lives of acquired intangibles | 3 years | ||
Maximum [Member] | |||
Useful lives of acquired intangibles | 19 years |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern Details | ||
Accumulated deficit | $ 1,592,338 | $ 915 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | Jan. 02, 2017 | Dec. 31, 2016 | Dec. 02, 2016 | Oct. 28, 2016 | Jun. 02, 2016 | May 01, 2016 | Apr. 02, 2016 | Feb. 16, 2016 | Dec. 15, 2015 | Oct. 31, 2016 | Dec. 31, 2015 | Mar. 28, 2017 | Oct. 28, 2017 | Aug. 21, 2017 | Dec. 31, 2016 | Jan. 06, 2017 | Dec. 15, 2016 | Aug. 21, 2016 |
Due to related party | $ 415 | $ 415 | $ 415 | |||||||||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock issued for cash, amount | $ 2,678,124 | |||||||||||||||||
Common stock issued for cash, shares | 2,840,946 | |||||||||||||||||
Stock issued for services, value | $ 171,752 | |||||||||||||||||
Stock options granted during period | 2,584,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | |||||||||||||||||
Number of warrants | 4,128,510 | 4,128,510 | ||||||||||||||||
Repayments of related party debt | $ 10,000 | |||||||||||||||||
2016 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Stock options vested and outstanding | 138,000 | 138,000 | ||||||||||||||||
Stock options granted during period | 2,332,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | |||||||||||||||||
Rosellini Scientific, LLC [Member] | ||||||||||||||||||
Stock issued for acquisition, shares | 13,200,000 | |||||||||||||||||
Proceeds from related party debt | $ 145,475 | |||||||||||||||||
Repayments of related party debt | $ 145,475 | |||||||||||||||||
Rosellini Scientific, LLC [Member] | Nuviant Medical, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 1,675,000 | 1,675,000 | ||||||||||||||||
Rosellini Scientific, LLC [Member] | MicroTransponder, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 167 | 167 | ||||||||||||||||
Rosellini Scientific, LLC [Member] | Emeritus Clinical Solutions, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 175 | 175 | ||||||||||||||||
NRose LLC [Member] | ||||||||||||||||||
Common stock issued for cash, shares | 50,000 | |||||||||||||||||
Number of warrants | 50,000 | |||||||||||||||||
Number of shares callable by warrants | 50,000 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Term of warrants | 36 months | |||||||||||||||||
Michael Rosellini [Member] | ||||||||||||||||||
Common stock issued for cash, shares | 1,217,000 | |||||||||||||||||
Number of warrants | 1,217,000 | |||||||||||||||||
Number of shares callable by warrants | 1,217,000 | |||||||||||||||||
Three Trusts Representing Mr. Ballard's Children [Member] | ||||||||||||||||||
Conversion of debt, value | $ 431,821 | |||||||||||||||||
Conversion of debt, shares | 431,821 | |||||||||||||||||
Number of shares callable by warrants | 431,821 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Director [Member] | ||||||||||||||||||
Conversion of NXDE preferred shares | 123,759 | |||||||||||||||||
Conversion of debt, value | $ 451,482 | |||||||||||||||||
Conversion of debt, shares | 451,482 | |||||||||||||||||
Number of shares callable by warrants | 451,482 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Director [Member] | Ballard Investments [Member] | ||||||||||||||||||
Conversion of NXDE preferred shares | 114,670 | |||||||||||||||||
Director [Member] | Custodial IRA FBO Ralph Ballard [Member] | ||||||||||||||||||
Conversion of NXDE preferred shares | 7,691 | |||||||||||||||||
Chief Innovation Officer [Member] | ||||||||||||||||||
Cash compensation of officer | $ 3,000 | |||||||||||||||||
Conversion of NXDE preferred shares | 386,212 | |||||||||||||||||
Conversion of debt, value | $ 370,000 | |||||||||||||||||
Conversion of debt, shares | 370,000 | |||||||||||||||||
Number of shares callable by warrants | 370,000 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Term of warrants | 36 months | |||||||||||||||||
Accrued interest cancelled | $ 202,825 | |||||||||||||||||
Quarterly consulting fee for research and development services | $ 9,000 | |||||||||||||||||
Rosellini Scientific Benelux, SPRL [Member] | ||||||||||||||||||
Related party research and development services | $ 124,870 | |||||||||||||||||
Vesting annually on January 1, 2018 [Member] | 2016 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Subsequent Event [Member] | Rosellini Scientific, LLC [Member] | MicroTransponder, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 100 | |||||||||||||||||
Subsequent Event [Member] | Rosellini Scientific, LLC [Member] | Emeritus Clinical Solutions, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 389 | |||||||||||||||||
Non-qualified Stock Options [Member] | ||||||||||||||||||
Stock options vested in period | 38,000 | |||||||||||||||||
Stock options vesting monthly, per month | 17,000 | |||||||||||||||||
Stock options granted during period | 650,000 | |||||||||||||||||
Non-qualified Stock Options [Member] | Subsequent Event [Member] | ||||||||||||||||||
Stock options vested in period | 17,000 | |||||||||||||||||
Incentive Stock Options ISO [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Stock options granted during period | 500,000 | |||||||||||||||||
Incentive Stock Options ISO [Member] | Vesting on January 1, 2020 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Incentive Stock Options ISO [Member] | Vesting on January 1, 2019 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Incentive Stock Options ISO [Member] | Vesting annually on January 1, 2018 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
Common stock issued for cash, amount | $ 2,860,946 | |||||||||||||||||
Common stock issued for cash, shares | 2,840,946 | |||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||
Stock issued for services, value | $ 500,000 | |||||||||||||||||
Stock issued for services, shares | 500 | |||||||||||||||||
Stock options vested in period | 212,000 | |||||||||||||||||
Stock options vesting monthly, total | 288,000 | |||||||||||||||||
Stock options vesting monthly, per month | 8,000 | |||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock issued for services, value | $ 0 | |||||||||||||||||
Stock issued for services, shares | 0 | |||||||||||||||||
Stock options vested in period | 288,000 | |||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | Vesting annually on January 1, 2018 [Member] | ||||||||||||||||||
Stock options vested in period | 8,000 | |||||||||||||||||
Brian Blischak, President [Member] | ||||||||||||||||||
Stock options granted during period | 1,150,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | |||||||||||||||||
Life of options | 8 years | |||||||||||||||||
Brian Blischak, President [Member] | Non-qualified Stock Options [Member] | ||||||||||||||||||
Stock options vested in period | 17,000 | 38,000 | ||||||||||||||||
Stock options granted during period | 650,000 | |||||||||||||||||
Brian Blischak, President [Member] | Non-qualified Stock Options [Member] | Subsequent Event [Member] | ||||||||||||||||||
Stock options vested and outstanding | 289,000 | |||||||||||||||||
Brian Blischak, President [Member] | Incentive Stock Options ISO [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | 100,000 | ||||||||||||||||
Stock options granted during period | 500,000 | |||||||||||||||||
Brian Blischak, President [Member] | Incentive Stock Options ISO [Member] | Vesting on January 1, 2020 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Brian Blischak, President [Member] | Incentive Stock Options ISO [Member] | Vesting on January 1, 2019 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Brian Blischak, President [Member] | Incentive Stock Options ISO [Member] | Vesting annually on January 1, 2018 [Member] | ||||||||||||||||||
Stock options vested in period | 100,000 | |||||||||||||||||
Michael Rosellini ROTH IRA [Member] | Michael Rosellini [Member] | ||||||||||||||||||
Number of warrants | 600,000 | |||||||||||||||||
Number of shares callable by warrants | 600,000 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Term of warrants | 36 months | |||||||||||||||||
Dr. Rosellini Individually [Member] | Michael Rosellini [Member] | ||||||||||||||||||
Common stock issued for cash, shares | 617,000 | |||||||||||||||||
Number of warrants | 617,000 | |||||||||||||||||
Number of shares callable by warrants | 617,000 | |||||||||||||||||
Exercise price of warrant | $ 2 | |||||||||||||||||
Term of warrants | 36 months | |||||||||||||||||
William Rosellini, CEO [Member] | ||||||||||||||||||
Cash payable for patents transfer | $ 140,000 | |||||||||||||||||
Shares payable for patents transfer, value | $ 3,050,000 | |||||||||||||||||
Shares payable for patents transfer, shares | 3,050,000 | |||||||||||||||||
Vice President of Finance [Member] | ||||||||||||||||||
Due to related party | $ 415 | $ 415 | ||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||
Stock issued for services, shares | 252,000 | |||||||||||||||||
Shares vested in period | 148,000 | |||||||||||||||||
Stock options vesting monthly, total | 104,000 | |||||||||||||||||
Stock options vesting monthly, per month | 8,500 | |||||||||||||||||
Stock options granted during period | 306,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | |||||||||||||||||
Life of options | 3 years | |||||||||||||||||
Cash compensation of officer | $ 11,600 | |||||||||||||||||
Chief Financial Officer [Member] | 2016 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Stock options vesting monthly, per month | 8,500 | |||||||||||||||||
Stock options granted during period | 306,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | |||||||||||||||||
Life of options | 3 years | |||||||||||||||||
Chief Financial Officer [Member] | Subsequent Event [Member] | 2016 Omnibus Incentive Plan [Member] | ||||||||||||||||||
Stock options vested in period | 25,500 | |||||||||||||||||
Chief Financial Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock issued for services, value | $ 252 | |||||||||||||||||
Stock issued for services, shares | 252,000 | |||||||||||||||||
Shares vested in period | 148,000 | |||||||||||||||||
Stock options vesting monthly, total | 104,000 | |||||||||||||||||
Stock options vesting monthly, per month | 8,000 | |||||||||||||||||
Mr. Ralph Ballard [Member] | Director [Member] | ||||||||||||||||||
Conversion of NXDE preferred shares | 1,398 | |||||||||||||||||
Vice President of Clinical Affairs [Member] | ||||||||||||||||||
Stock options vesting monthly, total | 7,000 | 7,000 | ||||||||||||||||
Stock options vesting monthly, per month | 7,000 | |||||||||||||||||
Stock options granted during period | 252,000 | 252,000 | ||||||||||||||||
Stock options cancelled during period | 252,000 | |||||||||||||||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||||||||||||||
Life of options | 3 years | 3 years | ||||||||||||||||
Vice President of Clinical Affairs [Member] | Nuviant Medical, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 60,000 | 60,000 | ||||||||||||||||
Vice President of Clinical Affairs [Member] | Emeritus Clinical Solutions, Inc. [Member] | ||||||||||||||||||
Shares of stock held as investment | 214 | 214 | ||||||||||||||||
Vice President of Clinical Affairs [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock issued for acquisition, shares | 1,800,000 | |||||||||||||||||
Cash compensation of officer | $ 20,000 | |||||||||||||||||
Chief Innovation Officer [Member] | ||||||||||||||||||
Stock options vesting monthly, total | 7,000 | |||||||||||||||||
Stock options vesting monthly, per month | 7,000 | |||||||||||||||||
Stock options granted during period | 252,000 | 252,000 | ||||||||||||||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||||||||||||||
Life of options | 3 years | 3 years | ||||||||||||||||
Chief Clinical Engineering Officer [Member] | ||||||||||||||||||
Stock options vesting monthly, total | 7,000 | |||||||||||||||||
Stock options vesting monthly, per month | 7,000 | |||||||||||||||||
Stock options granted during period | 252,000 | 252,000 | ||||||||||||||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||||||||||||||
Life of options | 3 years | 3 years | ||||||||||||||||
Vice President of Emerging Therapies [Member] | ||||||||||||||||||
Stock options vesting monthly, total | 7,000 | |||||||||||||||||
Stock options vesting monthly, per month | 7,000 | |||||||||||||||||
Stock options granted during period | 252,000 | 252,000 | ||||||||||||||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||||||||||||||
Life of options | 3 years | 3 years |
INVESTMENTS (Details)
INVESTMENTS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Schedule of Cost-method Investments [Line Items] | |
Total Investments | $ 322,360 |
Less Impairment | (173,500) |
Net Investments | $ 148,860 |
Nuviant Medical, Inc. [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Shares | shares | 1,735,000 |
Total Investments | $ 173,500 |
MicroTransponder, Inc. [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Shares | shares | 167 |
Total Investments | $ 69,472 |
Emeritus Clinical Solutions, Inc. [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Shares | shares | 389 |
Total Investments | $ 79,388 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Due to related party | $ 415 | $ 415 |
Loan from Chief Operating Officer | 0 | |
Due and payable to Rosellini Scientific, LLC | 0 | |
Notes payable stockholders - long term | $ 10,000 | |
Related party interest rate | 12.00% | |
Repayment of shareholder loans, principal | $ 10,000 | |
Repayment of shareholder loans, accrued interest | 1,200 | |
Revolving credit facility, outstanding balance | 14,813 | |
BB&T Financial [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility, outstanding balance | 14,633 | |
Revolving credit facility, credit limit | $ 60,000 | |
Revolving credit facility, current APR | 25.40% | |
Comerica Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility, outstanding balance | $ 180 | |
Revolving credit facility, credit limit | $ 11,000 | |
Revolving credit facility, current APR | 0.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016 |
NXDE [Member] | |
Loss Contingencies [Line Items] | |
Royalty payment percentage | 3.00% |
Magnus IP GmbH [Member] | |
Loss Contingencies [Line Items] | |
Royalty payment percentage | 6.00% |
Number of patents | 86 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses carryovers | $ 1,592,338 | |
Net operating losses carryovers, expiration date | Dec. 31, 2035 | |
Federal statutory income tax rate | 34.00% | 34.00% |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Income Tax Benefit at U.S. Statutory Rate) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Reconciliation Of Income Tax Benefit At U.s. Statutory Rate Details | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State income tax, net of federal benefits | (6.00%) | (6.00%) |
Valuation allowance | 40.00% | 40.00% |
Income tax provision (benefit) | 0.00% | 0.00% |
INCOME TAXES (Benefit For Incom
INCOME TAXES (Benefit For Income Tax) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | |||
Current | $ 541,000 | $ 300 | |
Deferred | |||
State | |||
Current | 95,000 | 50 | |
Deferred | |||
Change in valuation allowance | (636,000) | (350) | |
Income tax provision (benefit) |
INCOME TAXES (Net Deferred Tax
INCOME TAXES (Net Deferred Tax Liability) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax asset | ||
Net operating loss carryforwards - tax effect | $ 350 | $ 636,350 |
Valuation allowance | (350) | (636,350) |
Deferred tax asset, net of allowance |
2016 OMNIBUS INCENTIVE PLAN (De
2016 OMNIBUS INCENTIVE PLAN (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options which have been issued under the plan | 2,332,000 | |
Exercise price of options | $ 1 | |
Maximum number of shares available for issuance under the Plan | 5,000,000 | |
2016 Omnibus Incentive Plan [Member] | ||
Options which have been issued under the plan | 2,332,000 | |
Exercise price of options | $ 1 | |
Stock options vested and outstanding | 138,000 | |
Maximum number of shares available for issuance under the Plan | 2,668,000 | |
2016 Omnibus Incentive Plan [Member] | Minimum [Member] | ||
Stock options vesting monthly, per month | 3,333 | |
2016 Omnibus Incentive Plan [Member] | Maximum [Member] | ||
Stock options vesting monthly, per month | 17,000 | |
2016 Omnibus Incentive Plan [Member] | Vesting annually on January 1, 2018 [Member] | ||
Stock options vested in period | 100,000 |
EQUITY (Common and Preferred St
EQUITY (Common and Preferred Stock) (Details) - $ / shares | Dec. 31, 2016 | Feb. 22, 2016 | Dec. 31, 2015 |
Common and Preferred Stock (Narrative) | |||
Common Stock, shares authorized | 75,000,000 | 75,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 25,000,000 | ||
Preferred Stock, par value | $ 0.01 |
EQUITY (Common Stock Issuances)
EQUITY (Common Stock Issuances) (Details) - USD ($) | Apr. 02, 2016 | Feb. 16, 2016 | Dec. 15, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 15, 2016 |
Stock issued for services, value | $ 171,752 | |||||
Stock issued for acquisition | $ 4,827,846 | |||||
Number of warrants | 4,128,510 | 4,128,510 | ||||
Common stock issued in private placement for cash, amount | $ 2,678,124 | |||||
Common stock issued in private placement for cash, shares | 2,840,946 | |||||
Common stock to be issued in private placement for cash, amount | $ 20,000 | |||||
Equity Instruments to be Issued [Member] | ||||||
Common stock to be issued in private placement for cash, amount | $ 20,000 | |||||
Chief Financial Officer [Member] | ||||||
Stock issued for services, shares | 252,000 | |||||
Shares vested in period | 148,000 | |||||
Stock options vesting monthly, total | 104,000 | |||||
Stock options vesting monthly, per month | 8,500 | |||||
Chief Operating Officer [Member] | ||||||
Stock issued for services, value | $ 500,000 | |||||
Stock issued for services, shares | 500 | |||||
Stock vesting immediately | 212,000 | |||||
Stock vesting monthly | 212,000 | |||||
Stock options vesting monthly, total | 288,000 | |||||
Stock options vesting monthly, per month | 8,000 | |||||
Vice President of Clinical Affairs [Member] | ||||||
Stock options vesting monthly, total | 7,000 | 7,000 | ||||
Stock options vesting monthly, per month | 7,000 | |||||
William Rosellini, CEO [Member] | ||||||
Cash payable for patents transfer | $ 140,000 | |||||
Shares payable for patents transfer, value | $ 3,050,000 | |||||
Shares payable for patents transfer, shares | 3,050,000 | |||||
Restricted Stock [Member] | ||||||
Common stock issued in private placement for cash, amount | $ 2,860,946 | |||||
Common stock issued in private placement for cash, shares | 2,840,946 | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | ||||||
Stock issued for services, value | $ 252 | |||||
Stock issued for services, shares | 252,000 | |||||
Shares vested in period | 148,000 | |||||
Stock options vesting monthly, total | 104,000 | |||||
Stock options vesting monthly, per month | 8,000 | |||||
Restricted Stock [Member] | Chief Operating Officer [Member] | ||||||
Stock issued for services, value | $ 0 | |||||
Stock issued for services, shares | 0 | |||||
Stock vesting immediately | 0 | |||||
Stock vesting monthly | 288,000 | |||||
Restricted Stock [Member] | Chief Operating Officer [Member] | Vesting annually on January 1, 2018 [Member] | ||||||
Stock vesting monthly | 8,000 | |||||
Restricted Stock [Member] | Vice President of Clinical Affairs [Member] | ||||||
Stock issued for acquisition | $ 49,673 | |||||
Stock issued for acquisition, shares | 1,800,000 | |||||
Emeritus Clinical Solutions, Inc. [Member] | Vice President of Clinical Affairs [Member] | ||||||
Shares of stock held as investment | 214 | 214 | ||||
NXDE [Member] | ||||||
Stock issued for acquisition | $ 4,505,486 | $ 1,287,564 | ||||
Common stock issued for acquisition, shares | 1,659,943 | |||||
Stockholder loans exchanged for Units in Private Placement | $ 645,000 | 950,000 | ||||
Accrued interest exchanged for Units in Private Placement | $ 176,482 | $ 337,564 | ||||
Units issued in Private Placement | 821,482 | 1,287,564 | ||||
Price per share of private placement | $ 1 | |||||
Percent of interest acquired | 100.00% | |||||
Term of warrants | 36 months | |||||
NXDE [Member] | Series A Preferred Stock [Member] | ||||||
Shares of stock held as investment | 10,222,137 | |||||
NXDE [Member] | Series B Preferred Stock [Member] | ||||||
Shares of stock held as investment | 832,034 | |||||
NXDE [Member] | Restricted Stock [Member] | ||||||
Stockholder loans exchanged for Units in Private Placement | $ 305,000 | |||||
Accrued interest exchanged for Units in Private Placement | $ 161,082 | |||||
Units issued in Private Placement | 466,082 | |||||
Price per share of private placement | $ 1 | $ 1 | ||||
Number of warrants | 1,287,564 | 1,287,564 | ||||
Number of shares callable by warrants | 1,287,564 | 1,287,564 | ||||
Exercise price of warrant | $ 2 | $ 2 | ||||
Term of warrants | 36 months | |||||
Nuviant Medical, Inc. [Member] | Vice President of Clinical Affairs [Member] | ||||||
Shares of stock held as investment | 60,000 | 60,000 | ||||
Rosellini Scientific, LLC [Member] | ||||||
Stock issued for acquisition | $ 272,686 | |||||
Stock issued for acquisition, shares | 13,200,000 | |||||
Rosellini Scientific, LLC [Member] | Emeritus Clinical Solutions, Inc. [Member] | ||||||
Shares of stock held as investment | 175 | 175 | ||||
Rosellini Scientific, LLC [Member] | Nuviant Medical, Inc. [Member] | ||||||
Shares of stock held as investment | 1,675,000 | 1,675,000 | ||||
Rosellini Scientific, LLC [Member] | MicroTransponder, Inc. [Member] | ||||||
Shares of stock held as investment | 167 | 167 | ||||
Third Party Consultants For Legal Services [Member] | Restricted Stock [Member] | ||||||
Stock issued for services, value | $ 146,500 | |||||
Stock issued for services, shares | 146,500 | |||||
Third Party Consultants For Research and Development Services [Member] | Restricted Stock [Member] | ||||||
Stock issued for services, value | $ 25,000 | |||||
Stock issued for services, shares | 25,000 | |||||
Federal NIH Grant [Member] | ||||||
Value of grant assigned | $ 218,377 | |||||
Kentucky Matching Funds Grant [Member] | ||||||
Value of grant assigned | $ 150,000 |
EQUITY (Option Grants) (Details
EQUITY (Option Grants) (Details) - USD ($) | Jan. 02, 2017 | Dec. 02, 2016 | Jun. 02, 2016 | Apr. 02, 2016 | Mar. 28, 2017 | Dec. 31, 2016 |
Common stock reserved for issuance under option plan | 5,000,000 | |||||
Stock options granted under plan | 2,584,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Options canceled | 252,000 | |||||
Subsequent Event [Member] | ||||||
Stock options vested in period | 100,000 | |||||
Incentive and Non-qualified Stock Options [Member] | ||||||
Stock options granted under plan | 1,150,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Life of options | 8 years | |||||
Value of the options using the Black-Scholes pricing model | $ 365,343 | |||||
Incentive Stock Options ISO [Member] | ||||||
Stock options granted under plan | 500,000 | |||||
Stock options vested in period | 100,000 | |||||
Incentive Stock Options ISO [Member] | Vesting annually on January 1, 2018 [Member] | ||||||
Stock options vested in period | 100,000 | |||||
Incentive Stock Options ISO [Member] | Vesting on January 1, 2019 [Member] | ||||||
Stock options vested in period | 100,000 | |||||
Incentive Stock Options ISO [Member] | Vesting on January 1, 2020 [Member] | ||||||
Stock options vested in period | 100,000 | |||||
Non-qualified Stock Options [Member] | ||||||
Stock options granted under plan | 650,000 | |||||
Stock options vesting monthly, per month | 17,000 | |||||
Stock options vested in period | 38,000 | |||||
Non-qualified Stock Options [Member] | Subsequent Event [Member] | ||||||
Stock options vested in period | 17,000 | |||||
2016 Omnibus Incentive Plan [Member] | ||||||
Common stock reserved for issuance under option plan | 2,668,000 | |||||
Shares available for grant | 5,000,000 | |||||
Stock options granted under plan | 2,332,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Value of the options using the Black-Scholes pricing model | $ 593,775 | |||||
2016 Omnibus Incentive Plan [Member] | Vesting annually on January 1, 2018 [Member] | ||||||
Stock options vested in period | 100,000 | |||||
Director of Clinical Research [Member] | ||||||
Stock options granted under plan | 120,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Life of options | 3 years | |||||
Stock options vesting monthly, per month | 3,333 | |||||
Value of the options using the Black-Scholes pricing model | $ 25,974 | |||||
Chief Financial Officer [Member] | ||||||
Stock options granted under plan | 306,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Life of options | 3 years | |||||
Stock options vesting monthly, per month | 8,500 | |||||
Value of the options using the Black-Scholes pricing model | $ 66,233 | |||||
Chief Financial Officer [Member] | 2016 Omnibus Incentive Plan [Member] | ||||||
Stock options granted under plan | 306,000 | |||||
Exercise price per share of options granted | $ 1 | |||||
Life of options | 3 years | |||||
Stock options vesting monthly, per month | 8,500 | |||||
Chief Financial Officer [Member] | 2016 Omnibus Incentive Plan [Member] | Subsequent Event [Member] | ||||||
Stock options vested in period | 25,500 | |||||
Vice President of Emerging Therapies [Member] | ||||||
Stock options granted under plan | 252,000 | 252,000 | ||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||
Life of options | 3 years | 3 years | ||||
Stock options vesting monthly, per month | 7,000 | |||||
Value of the options using the Black-Scholes pricing model | $ 42,113 | |||||
Chief Clinical Engineering Officer [Member] | ||||||
Stock options granted under plan | 252,000 | 252,000 | ||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||
Life of options | 3 years | 3 years | ||||
Stock options vesting monthly, per month | 7,000 | |||||
Value of the options using the Black-Scholes pricing model | $ 47,056 | |||||
Chief Innovation Officer [Member] | ||||||
Stock options granted under plan | 252,000 | 252,000 | ||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||
Life of options | 3 years | 3 years | ||||
Stock options vesting monthly, per month | 7,000 | |||||
Value of the options using the Black-Scholes pricing model | $ 47,056 | |||||
Vice President of Clinical Affairs [Member] | ||||||
Stock options granted under plan | 252,000 | 252,000 | ||||
Exercise price per share of options granted | $ 1 | $ 1 | ||||
Life of options | 3 years | 3 years | ||||
Stock options vesting monthly, per month | 7,000 | |||||
Value of the options using the Black-Scholes pricing model | $ 47,056 | |||||
Options canceled | 252,000 |
EQUITY (Black-Scholes Assumptio
EQUITY (Black-Scholes Assumptions) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Black-Scholes option pricing model with the following assumptions | ||
Fair Value Assumptions, Risk Free Interest Rate | 1.68% | |
Expected life (in years) | 6 years 8 months 23 days | |
Expected dividends | 0.00% | |
Fair Value Assumptions, Expected Volatility Rate | 42.88% | |
Fair value of Company's common stock | $ 1 | |
Stock-based compensation | $ 254,036 |
EQUITY (Warrants) (Details)
EQUITY (Warrants) (Details) - USD ($) | Feb. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2016 |
Number of units authorized | 5,500,000 | 5,500,000 | |
Purchase price per unit | $ 1 | $ 1 | |
Warrants granted during period | 4,128,510 | ||
Shares reserved for issuance upon warrant exercise | 4,128,510 | 4,128,510 | |
Common stock issued in private placement for cash, amount | $ 2,678,124 | ||
Common stock issued in private placement for cash, shares | 2,840,946 | ||
Common stock to be issued in private placement for cash, amount | $ 20,000 | ||
NXDE [Member] | |||
Warrants granted during period | 821,482 | ||
Term of warrants | 36 months | ||
Stockholder loans exchanged for Units in Private Placement | $ 645,000 | $ 950,000 | |
Accrued interest exchanged for Units in Private Placement | $ 176,482 | $ 337,564 | |
Units issued in Private Placement | 821,482 | 1,287,564 | |
Price per share of private placement | $ 1 | ||
Equity Instruments to be Issued [Member] | |||
Common stock to be issued in private placement for cash, amount | 20,000 | ||
Restricted Stock [Member] | |||
Common stock issued in private placement for cash, amount | $ 2,860,946 | ||
Common stock issued in private placement for cash, shares | 2,840,946 | ||
Restricted Stock [Member] | NXDE [Member] | |||
Exercise price of warrant | $ 2 | $ 2 | |
Warrants granted during period | 466,082 | ||
Number of shares callable by warrants | 1,287,564 | 1,287,564 | |
Term of warrants | 36 months | ||
Stockholder loans exchanged for Units in Private Placement | $ 305,000 | ||
Accrued interest exchanged for Units in Private Placement | $ 161,082 | ||
Units issued in Private Placement | 466,082 | ||
Price per share of private placement | $ 1 | $ 1 | |
Shares reserved for issuance upon warrant exercise | 1,287,564 | 1,287,564 | |
Private Placement December 2, 2016 [Member] | Warrant [Member] | |||
Common stock issued in private placement for cash, amount | $ 2,860,946 | ||
Common stock issued in private placement for cash, shares | 2,840,946 | ||
Private Placement December 2, 2016 [Member] | Warrant [Member] | Equity Instruments to be Issued [Member] | |||
Common stock to be issued in private placement for cash, amount | $ 20,000 |
EQUITY (Stock Option Activity)
EQUITY (Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Outstanding | shares | |
Granted | shares | 2,584,000 |
Canceled | shares | 252,000 |
Expired | shares | |
Exercised | shares | |
Outstanding | shares | 2,332,000 |
Exercisable | shares | 292,000 |
Weighted Average Price | |
Outstanding | |
Granted | 1 |
Canceled | 1 |
Expired | |
Exercised | |
Outstanding | 1 |
Exercisable | 1 |
Exercise price range, minimum | 1 |
Exercise price range, maximum | $ 1 |
Aggregate intrinsic value of options | $ | $ 593,775 |
Minimum [Member] | |
Weighted Average Price | |
Weighted average life of options | 3 years 10 months 17 days |
Maximum [Member] | |
Weighted Average Price | |
Weighted average life of options | 9 years 5 months 12 days |
EQUITY (Stock Warrants Activity
EQUITY (Stock Warrants Activity) (Details) - USD ($) | 12 Months Ended |
Dec. 31, 2016 | |
Shares (Warrants) | |
Outstanding | |
Granted | 4,128,510 |
Canceled | |
Expired | |
Exercised | |
Outstanding | 4,128,510 |
Exercisable | 4,128,510 |
Weighted Average Price (Warrants) | |
Outstanding | |
Granted | 2 |
Canceled | |
Expired | |
Exercised | |
Outstanding | 2 |
Exercisable | $ 2 |
Aggregate intrinsic value of warrants | $ 262,590 |
Minimum [Member] | |
Weighted Average Price (Warrants) | |
Exercise price | $ 2 |
Term of warrants | 2 years 1 month 10 days |
Maximum [Member] | |
Weighted Average Price (Warrants) | |
Exercise price | $ 2 |
Term of warrants | 2 years 10 months 10 days |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 23, 2017USD ($) | Feb. 14, 2017USD ($)shares | Feb. 28, 2017USD ($) | Jan. 31, 2017shares | Mar. 16, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Mar. 28, 2017USD ($) | Jan. 10, 2017USD ($)shares | Jan. 10, 2017EUR (€)shares | Jan. 06, 2017shares | Dec. 08, 2016USD ($) |
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services, amount | $ 171,752 | ||||||||||
Adaptive Business Solutions, LLC [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock payable, value | $ 60,000 | ||||||||||
Rosellini Scientific, LLC [Member] | MicroTransponder, Inc. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock held as investment | shares | 167 | ||||||||||
Rosellini Scientific, LLC [Member] | Emeritus Clinical Solutions, Inc. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock held as investment | shares | 175 | ||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services, amount | $ 175,836 | ||||||||||
Common stock issued for services, shares | shares | 175,836 | ||||||||||
Term of agreement | 6 months | ||||||||||
Subsequent Event [Member] | Sichenzia Ross Ference Kesner, LLP [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services, amount | $ 12,500 | ||||||||||
Professional fees | $ 40,000 | ||||||||||
Stock payable, value | 20,000 | ||||||||||
Accrued professional fees | $ 20,000 | ||||||||||
Payments for professional fees | $ 12,500 | ||||||||||
Subsequent Event [Member] | ACORN Management Partners, LLC [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services, amount | $ 125,000 | ||||||||||
Common stock issued for services, shares | shares | 125,000 | ||||||||||
Professional fees | $ 7,500 | ||||||||||
Subsequent Event [Member] | Adaptive Business Solutions, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued for services, shares | shares | 38,336 | ||||||||||
Subsequent Event [Member] | Rosellini Scientific, LLC [Member] | MicroTransponder, Inc. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock held as investment | shares | 100 | ||||||||||
Subsequent Event [Member] | Rosellini Scientific, LLC [Member] | Emeritus Clinical Solutions, Inc. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock held as investment | shares | 389 | ||||||||||
Subsequent Event [Member] | Rosellini Scientific, LLC [Member] | NMB [Member] | Nexeon Europe [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares owned by RS | shares | 107,154 | 107,154 | |||||||||
Consideration for right to purchase | $ 1,000 | ||||||||||
Loan amount | $ 592,059 | € 1,000,000 | |||||||||
Interest rate | 5.00% | 5.00% |