Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | INVO Bioscience, Inc., |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001417926 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 350,000 | $ 1,238,585 | $ 212,243 |
Accounts receivable net | 3,699 | 7,558 | 225,899 |
Inventory, net | 162,283 | 101,387 | 43,513 |
Prepaid expenses and other current assets | 173,235 | 195,910 | 249,454 |
Total current assets | 689,217 | 1,543,440 | 731,109 |
Property and equipment, net | 111,055 | 93,055 | 34,446 |
Capitalized patents, net | 6,782 | 7,234 | 11,792 |
Lease right of use, net | 96,354 | 101,883 | 0 |
Trademarks | 54,474 | 49,867 | 0 |
Total other assets | 157,610 | 158,984 | 11,792 |
Total assets | 957,882 | 1,795,479 | 777,347 |
Current liabilities | |||
Accounts payable and accrued liabilities, including related parties | 294,739 | 371,530 | 571,828 |
Accrued compensation | 487,161 | 393,017 | 2,515,256 |
Deferred revenue | 714,286 | 714,286 | 18,895 |
Current portion of lease liability | 21,704 | 21,365 | 0 |
Note payable | 0 | 0 | 131,722 |
Note payable - related party | 0 | 0 | 97,743 |
Convertible notes, net of discount of $0 and $497,961 | 371,695 | 0 | 157,039 |
Convertible notes, related party - net of discount of $0 and $ 30,913 | 33,152 | 0 | 9,087 |
Income taxes payable | 912 | 912 | 0 |
Total current liabilities | 1,923,649 | 1,501,110 | 3,501,570 |
Commitments and contingencies (Note 12) | 0 | ||
Lease liability, net of current portion | 75,992 | 81,494 | 0 |
Deferred revenue | 3,392,857 | 3,571,429 | 0 |
Convertible notes, net of discount | 0 | 325,784 | 0 |
Convertible notes, net of discount – related party | 0 | 28,824 | 0 |
Deferred tax liability | 433 | 433 | 0 |
Total liabilities | 5,392,931 | 5,509,074 | 3,501,570 |
Stockholders’ deficiency | |||
Preferred Stock, $.0001 par value; 100,000,000 shares authorized. No shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 0 | 0 | 0 |
Common Stock, $.0001 par value; 200,000,000 shares authorized; 7,815,816 and 7,714,625 and 7,888,717 issued and outstanding as of December 31, 2019 and December 31, 2018, and March 31, 2020, respectively | 789 | 782 | 772 |
Additional paid-in capital | 20,897,320 | 20,174,389 | 18,996,227 |
Accumulated deficit | (25,333,158) | (23,888,766) | (21,721,222) |
Total stockholders’ deficiency | (4,435,049) | (3,713,595) | (2,724,223) |
Total liabilities and stockholders' deficiency | $ 957,882 | $ 1,795,479 | $ 777,347 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Convertible notes, discount (in Dollars) | $ 0 | $ 497,961 | |
Convertible notes, related party discount (in Dollars) | $ 0 | $ 30,913 | |
Preferred Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 | 0 |
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 7,888,717 | 7,815,816 | 7,714,625 |
Common Stock, shares outstanding | 7,888,717 | 7,815,816 | 7,714,625 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 258,571 | $ 189,432 | $ 1,480,213 | $ 494,375 |
Cost of goods sold | 29,994 | 10,978 | 139,670 | 90,367 |
Gross margin | 228,577 | 178,454 | 1,340,543 | 404,008 |
Selling, general and administrative expenses | 1,595,046 | 527,565 | 3,128,635 | 3,038,068 |
Total operating expenses | 1,625,096 | 527,565 | 3,128,635 | 3,038,068 |
Research and developments costs | 30,050 | 0 | ||
Loss from operations | (1,396,519) | (349,111) | (1,788,092) | (2,634,060) |
Interest expense | 47,873 | 109,459 | 379,019 | 442,031 |
Total other ( income) expenses | 47,873 | 109,459 | 379,019 | 442,031 |
Loss before income taxes | (1,444,392) | (458,570) | (2,167,111) | (3,076,091) |
Provision for income taxes | 0 | 0 | (433) | 0 |
Net loss | $ (1,444,392) | $ (458,570) | $ (2,167,544) | $ (3,076,091) |
Basic net loss per weighted average shares of common stock (in Dollars per share) | $ (0.18) | $ (0.06) | $ (0.28) | $ (0.42) |
Diluted net loss per weighted average shares of common stock (in Dollars per share) | $ (0.18) | $ (0.06) | $ (0.28) | $ (0.42) |
Basic weighted average number of shares of common stock (in Shares) | 7,868,796 | 7,705,143 | 7,767,805 | 7,366,653 |
Diluted weighted average number of shares of common stock (in Shares) | 7,868,796 | 7,705,143 | 7,767,805 | 7,366,653 |
Product Revenue [Member] | ||||
Revenue | $ 80,000 | $ 10,860 | $ 765,927 | $ 494,375 |
License [Member] | ||||
Revenue | $ 178,571 | $ 178,572 | $ 714,286 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 711 | $ 13,652,308 | $ (18,645,131) | $ (4,992,112) |
Balance (in Shares) at Dec. 31, 2017 | 7,106,619 | |||
Common stock issued for cash | $ 2 | 76,998 | 77,000 | |
Common stock issued for cash (in Shares) | 20,500 | |||
Common stock issued to directors and employees | $ 34 | 2,317,199 | 2,317,233 | |
Common stock issued to directors and employees (in Shares) | 339,119 | |||
Common stock issued for services | $ 20 | 1,843,644 | 1,843,664 | |
Common stock issued for services (in Shares) | 195,616 | |||
Conversion of notes payable and accrued interest | $ 5 | 211,078 | 211,083 | |
Conversion of notes payable and accrued interest (in Shares) | 52,771 | |||
Discount on convertible notes payable | 895,000 | 895,000 | ||
Net loss | (3,076,091) | (3,076,091) | ||
Balance at Dec. 31, 2018 | $ 772 | 18,996,227 | (21,721,222) | $ (2,724,223) |
Balance (in Shares) at Dec. 31, 2018 | 7,714,625 | 7,714,625 | ||
Common stock issued for services | 26,600 | $ 26,600 | ||
Common stock issued for services (in Shares) | 3,000 | |||
Conversion of notes payable and accrued interest | $ 1 | 53,722 | 53,723 | |
Conversion of notes payable and accrued interest (in Shares) | 13,431 | |||
Discount on convertible notes payable | 0 | |||
Net loss | (458,570) | (458,570) | ||
Balance at Mar. 31, 2019 | $ 773 | 19,076,549 | (22,179,792) | (3,102,470) |
Balance (in Shares) at Mar. 31, 2019 | 7,731,056 | |||
Balance at Dec. 31, 2018 | $ 772 | 18,996,227 | (21,721,222) | $ (2,724,223) |
Balance (in Shares) at Dec. 31, 2018 | 7,714,625 | 7,714,625 | ||
Discount on convertible notes payable | $ 0 | |||
Net loss | (2,167,544) | |||
Balance at Dec. 31, 2019 | $ 782 | 20,174,389 | (23,888,766) | $ (3,713,595) |
Balance (in Shares) at Dec. 31, 2019 | 7,815,806 | 7,815,816 | ||
Balance at Mar. 31, 2019 | $ 773 | 19,076,549 | (22,179,792) | $ (3,102,470) |
Balance (in Shares) at Mar. 31, 2019 | 7,731,056 | |||
Common stock issued to directors and employees | $ 2 | 17,748 | 17,750 | |
Common stock issued to directors and employees (in Shares) | 20,000 | |||
Common stock issued for services | $ 1 | 45,999 | 46,000 | |
Common stock issued for services (in Shares) | 6,500 | |||
Conversion of notes payable and accrued interest | $ 6 | 238,717 | 238,723 | |
Conversion of notes payable and accrued interest (in Shares) | 59,681 | |||
Common stock issues for settlement | $ 1 | 93,749 | 93,750 | |
Common stock issues for settlement (in Shares) | 15,000 | |||
Stock options issued to employees | 69,787 | 69,787 | ||
Stock options issued to employees as settlement of accrued compensation | 712,162 | 712,162 | ||
Net loss | (2,167,544) | (2,167,544) | ||
Balance at Dec. 31, 2019 | $ 782 | 20,174,389 | (23,888,766) | $ (3,713,595) |
Balance (in Shares) at Dec. 31, 2019 | 7,815,806 | 7,815,816 | ||
Common stock issued to directors and employees | $ 6 | 303,457 | $ 303,463 | |
Common stock issued to directors and employees (in Shares) | 64,911 | |||
Common stock issued for services | $ 1 | 37,999 | 38,000 | |
Common stock issued for services (in Shares) | 8,000 | |||
Stock options issued to employees | 381,475 | 381,475 | ||
Discount on convertible notes payable | 0 | |||
Net loss | (1,444,392) | (1,444,392) | ||
Balance at Mar. 31, 2020 | $ 789 | $ 20,897,320 | $ (25,333,158) | $ (4,435,049) |
Balance (in Shares) at Mar. 31, 2020 | 7,888,717 | 7,888,717 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,444,392) | $ (458,570) | $ (2,167,544) | $ (3,076,091) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Non-cash stock compensation issued for services | 38,000 | 26,600 | 46,000 | 2,092,664 |
Non-cash stock compensation issued to employees | 303,463 | 0 | 17,750 | 0 |
Fair value of stock options issued to employees | 381,475 | 0 | 69,787 | 0 |
Loss on settlement of debt | 0 | 0 | 93,750 | 0 |
Amortization of discount on notes payable | 39,918 | 93,237 | 337,413 | 366,126 |
Amortization of leasehold right of use asset | 5,529 | 0 | 14,558 | 0 |
Depreciation and amortization | 2,980 | 1,971 | 10,788 | 5,190 |
Changes in assets and liabilities: | ||||
Accounts receivable | 3,859 | 151,182 | 218,341 | (139,202) |
Inventories | (60,896) | (8,172) | (57,874) | 15,366 |
Prepaid expenses and other current assets | 22,675 | 22,758 | 53,544 | 200,596 |
Deferred revenue | (178,572) | 4,821,428 | 4,266,820 | 18,895 |
Accounts payable and accrued expenses | (76,791) | 20,249 | (200,298) | (377,814) |
Leasehold liability | (5,163) | 0 | (13,582) | 0 |
Accrued interest - related party | 10,321 | 0 | 89,792 | 0 |
Accrued compensation | 94,144 | (1,582,595) | (1,410,077) | 241,299 |
Income taxes payable | 0 | 0 | 912 | 0 |
Deferred tax liabilities | 0 | 0 | 433 | 0 |
Net cash provided by (used in) operating activities | (863,450) | 3,088,088 | 1,370,513 | (652,971) |
Payments to acquire property, plant and equipment | (20,528) | (48,400) | (64,839) | (19,400) |
Payments to acquire property, plant and equipment | (4,607) | 0 | (49,867) | 0 |
Net cash (used) in investing activities | (25,135) | (48,400) | (114,706) | (19,400) |
Cash flows from financing activities: | ||||
Cash paid for related party notes payable | (62,743) | (97,743) | (113,145) | |
Cash paid for notes payable | (131,722) | (131,722) | 0 | |
Proceeds from the sale of common stock | 0 | 0 | 0 | 47,000 |
Proceeds from the sale of common stock - related parties | 0 | 0 | 0 | 30,000 |
Proceeds from convertible notes payable | 0 | 0 | 0 | 855,000 |
Proceeds from convertible notes payable - related parties | 0 | 0 | 0 | 40,000 |
Net cash (used in) provided by financing activities | 0 | (194,465) | (229,465) | 858,855 |
Increase (decrease) in cash and cash equivalents | (888,585) | 2,845,223 | 1,026,342 | 186,484 |
Cash and cash equivalents at beginning of period | 1,238,585 | 212,243 | 212,243 | 25,759 |
Cash and cash equivalents at end of period | 350,000 | 3,057,466 | 1,238,585 | 212,243 |
Interest | 0 | 9,879 | 84,043 | 6,071 |
Taxes | 0 | 912 | 912 | 912 |
Leasehold right of use asset and leasehold liability upon adoption of ASU 2016-02, lease (Topic 842) | 0 | 0 | 116,441 | 0 |
Common stock issued for conversion of notes payable and accrued interest | 0 | 53,723 | 238,723 | 211,083 |
Common stock issued for prepaid services | 0 | 0 | 0 | 387,000 |
Beneficial conversion feature on convertible notes | 0 | 0 | 0 | 895,000 |
Settlement of accrued compensation | $ 0 | $ 0 | $ 712,162 | $ 1,681,233 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) General INVO Bioscience (“INVO” or the “Company”) is a medical device company focused in the Assisted Reproductive Technology (ART) marketplace. Our primary focus is the manufacture and sale of the INVOcell device and the INVO technology to provide an alternative infertility treatment for couples. Our patented device, the INVOcell, is the first Intravaginal Culture (IVC) system in the world used for the natural in vivo In Vivo In both current utilization of the INVOcell and in clinical studies, the INVO Procedure has proven to have equivalent pregnancy success and live birth rates as the traditional assisted reproductive technique, IVF. Additionally, we believe there are psychological benefits of the potential mother’s participation in fertilization and early embryo development by vaginal incubation compared to that of traditional IVF treatment. INVOcell also offers to patients a more natural and personalized way to achieve pregnancy. (B) Basis of Presentation (Share Exchange and Corporate Structure) On December 5, 2008, the Company completed a share exchange with Emy’s Salsa Aji Distribution Company, Inc. (“Emy’s”), a publicly registered shell corporation with no significant assets or operations. Emy’s was incorporated on July 11, 2005, under the laws of the State of Nevada under the name Certiorari Corp. In connection with the share exchange, INVO Bioscience became Emy’s wholly owned subsidiary and the INVO Bioscience shareholders acquired control of Emy’s. The Company accounted for the transaction as a recapitalization and the Company is the surviving entity. In connection with the share exchange, Emy’s shareholders retained 746,875 shares. Effective with the Agreement, all previously outstanding shares of Common Stock owned by the Company’s shareholders were exchanged for an aggregate of 1,915,375 shares of Emy’s common stock. Effective with the Agreement, Emy’s changed its name to INVO Bioscience, Inc. All references to “Common Stock,” “share” and “per share” amounts have been retroactively restated to reflect the exchange ratio of 357.0197 shares of INVO Bioscience Common Stock for one share of Emy’s common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented. The accompanying consolidated financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the merger with Emys. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. (C) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (D) Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had the amounts of cash and cash equivalents on its balance sheets as of December 31, 2019 and 2018 of $1,238,585 and $212,243, respectively. (E) Inventory Inventories consist of work in process (WIP) and finished products and are stated at the lower of cost or market; using the first-in, first-out (FIFO) method as a cost flow convention. (F) Property and Equipment The Company records property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. (G) Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. ( H) Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2019 2018 Loss to common shareholders (Numerator) $ (2,167,544 ) $ (3,076,091 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 7,767,806 7,366,625 The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2019 2018 Effect of dilutive common stock equivalents: Options 416,030 - Convertible notes and interest 136,518 301,010 Total 552,548 301,010 ( I) Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” (formerly SFAS No. 107) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements” (SFAS 157), which provides a framework for measuring fair value under GAAP. ASC 820-10 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 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. (J) Income Taxes We are subject to income taxes in the United States and other domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. We use the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If a net operating loss (“NOL”) carryforward exists, we make a determination as to whether that NOL carryforward will be utilized in the future. A valuation allowance will be established for certain NOL carryforwards and other deferred tax assets where recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets is based upon estimates and assumptions related to our ability to generate sufficient future taxable income in certain tax jurisdictions. If these estimates and related assumptions change in the future, we will be required to adjust our deferred tax valuation allowances. As of December 31, 2019, we had unused federal net operating loss carryforwards (“NOLs”) of $14,131,281. These losses expire in various amounts at varying times beginning in 2027 with a portion carrying on indefinitely. Unless expiration occurs, these NOLs may be used to offset future taxable income and thereby reduce our income taxes otherwise payable. We recorded a valuation allowance against our deferred tax assets at December 31, 2019 and 2018 totaling $435,420 and $645,978, respectively. The valuation allowance has been established for certain deferred tax assets for which we believe it is more likely than not that the tax benefits will not be realized, which are primarily federal and state net operating loss carryforwards. If our expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings. IRC §382 of the Internal Revenue Code of 1986, as amended imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its NOLs to reduce its tax liability. An “ownership change” is generally defined as any change in ownership of more than 50% of a corporation’s “stock” by its “5-percent shareholders” over a rolling three-year period based upon each of those shareholder’s lowest percentage of stock owned during such period, in line with the change in ownership that occurred in 2007. At this time, we do not believe this limitation, when combined with amounts allowable due to net unrecognized built in gains, will affect our ability to use any NOLs before they expire. However, no such assurances can be provided. If our ability to utilize our NOLs to offset taxable income generated in the future is subject to this limitation, it could have an adverse effect on our business, prospects, results of operations and financial condition. (K) Business Segments The Company operates in one segment and therefore segment information is not presented. (L) Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. As of December 31, 2019, the Company had cash balances in excess of FDIC limits. (M) Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is shipped from the Consignor to the customer. In January 2019, we announced a U.S. license and distribution agreement with Ferring International Center S.A. (“Ferring”) and as a result took a significant step to strengthen the Company that we believe will support our ability to implement our overall business plan. We believe that this strategic partnership with a strong reproductive organization such as Ferring Pharmaceuticals will provide us with the necessary sales and marketing resources within the United States to expand the market and help reach all of those couples not receiving reproductive treatments today. The agreement calls for the issuance of an initial upfront payment of $5,000,000 which we received upon the signing of the agreement, ongoing product revenue, and then subsequent licensing fee payment of $3,000,000 that will provide us with a source of non-dilutive financing to execute our plan. Under the terms of the agreement we can pursue developing international markets and as well as partnering and opening INVO-only reproductive centers within the U.S. market. We believe this major milestone and agreement is a critical step that allows the Company to implement its mission of expanding access to care in the fertility marketplace. The initial upfront payment of $5,000,000 which we received upon the signing of the agreement is being recognized to income over the 7 year term. (N) Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the enterprise are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded from January 5, 2007 (inception) to December 31, 2019. (O) Recent Accounting Pronouncements In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein. ASU 606 supersedes existing guidance on revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The Company adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts that were not completed or substantially completed as of January 1, 2018. The timing and measurement of revenue recognition under the new standard is not materially different than under the old standard. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. We have adopted ASC 606, Revenue from Contracts with Customers . Revenue Recognition In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). The updated standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 did not have an impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The updated standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company adopted ASU 2016-18 as of January 1, 2018. The adoption of ASU 2016-18 did not have a material effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) (“ASU 2017-09”). The updated standard clarifies when an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award. ASU 2017-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2017-09 as of January 1, 2018. The adoption of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted the standard effective January 1, 2019. The standard allows a number of optional practical expedients to use for transition. The Company choose the certain practical expedients allowed under the transition guidance which permitted us to not to reassess any existing or expired contracts to determine if they contain embedded leases, to not to reassess our lease classification on existing leases, to account for lease and non-lease components as a single lease component for equipment leases, and whether initial direct costs previously capitalized would qualify for capitalization under FASB ASC 842. The new standard also provides practical expedients and recognition exemptions for an entity's ongoing accounting policy elections. The Company has elected the short-term lease recognition for all leases that qualify, which means that we do not recognize a ROU asset and lease liability for any lease with a term of twelve months or less. The most significant impact of adopting the standard was the recognition of ROU assets and lease liabilities for operating leases on the Company's consolidated balance sheet but it did not have an impact on the Company's consolidated statements of operations or consolidated statements of cash flows. The Company did not have a cumulative effect on adoption prior to January 1, 2019. In July 2017, FASB issued ASU 2017-11 (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). The new standard simplifies the accounting for certain financial instruments with down round features. Part I of ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments, such as warrants and embedded conversion features, such that a down round feature is disregarded when assessing whether the instrument is indexed to an entity’s own stock under Subtopic 815-40, Contracts in Entity’s Own Equity. As a result, a down round feature, by itself, no longer requires an instrument to be re-measured at fair value through earnings each period, although all other aspects of the indexation guidance under Subtopic 815-40 continue to apply. Part II of ASU 2017-11 re-characterizes the indefinite deferral of certain provisions of Topic 480, Distinguishing Liabilities from Equity, (currently presented as pending content in the Codification) as a scope exception. No change in practice is expected as a result of these amendments. The new standard is effective for fiscal years beginning after December 15, 2018, early adoption is permitted. The amendments in Part II have no accounting impact and therefore do not have an associated effective date. The Company decided to early adopt this ASU 2017-11 and applied it to the convertible notes it issued during the quarter which are reflected in this Form 10-K. Management was not aware of any accounting issued, but not yet effective accounting standards, if currently adopted would have material effect on the consolidated financial statements. |
REVERSE STOCK SPLIT
REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2019 | |
Reverse Stock Split [Abstract] | |
Reverse Stock Split [Text Block] | NOTE 1A REVERSE STOCK SPLIT On May 26, 2020, the Company effected a 1-for-20 reverse stock split of its common stock. All shares, options and warrants throughout these consolidated financial statements have been retroactively restated to reflect the reverse split. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Substantial Doubt about Going Concern [Text Block] | Note 3 – Going Concern On January 14, 2019, INVO Bioscience entered into a distribution agreement (the “Distribution Agreement”) with Ferring International Center S.A. (“Ferring”) which granted Ferring an exclusive licensing rights to sublicense the Company’s INVOcell together with the retention device for the U.S. market. Under the terms of the Distribution Agreement, Ferring was obligated to make an initial payment to the Company of $5,000,000 upon satisfaction of certain closing conditions. The Company received the initial $5 million cash payment upon the execution of the Ferring distribution agreement in January 2019. For the three months ended March 31, 2020 and 2019, we had net losses of $1,444,392 and $458,570, respectively. We had a working capital deficiency of $1,234,432 in the three months ended March 31, 2020 verses working capital as of December 31, 2019 of $42,330. As of March 31, 2020, our stockholder’s deficiency was $4,435,049 compared to $3,713,595 as of December 31, 2019 and cash used in operations was $863,450 for the three months ended March 31, 2020 compared to cash provided by operations of $3,088,088 for the three months ended March 31, 2019. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on our projected cash needs, we will be dependent on generating sufficient sales, entering into new distribution agreements, or raising additional debt or equity capital to support our plans over the next 12 months. | NOTE 2 LIQUIDITY AND GOING CONCERN On January 14, 2019, INVO Bioscience entered into a distribution agreement (the “Distribution Agreement”) with Ferring International Center S.A. (“Ferring”) which granted Ferring an exclusive licensing rights to sublicense the Company’s INVOcell together with the retention device for the U.S. market. Under the terms of the Distribution Agreement, Ferring was obligated to make an initial payment to the Company of $5,000,000 upon satisfaction of certain closing conditions. The Company received the initial $5 million cash payment upon the execution of the Ferring distribution agreement in January 2019. The Company used approximately $3.8 million to pay previous liabilities and fund general operations and had approximately $1.2 million in cash at the end of the fiscal year. For the years ended December 31, 2019 and 2018, we had net losses of $2,167,544 and $3,076,091, respectively. We had working capital of $42,330 in 2019 verses a significant working capital deficiency of in 2018 of $2,770,461. As of December 31, 2019, our stockholder’s deficiency was $3,713,595 compared to $2,724,223 as of December 31, 2018 and cash provided by operations was $1,370,513 for 2019 compared to cash used in operations of $652,971 for the year ended December 31, 2018. These factors raise substantial doubt about the company to continuing as a going concern. Based on our projected cash needs, we will be dependent on generating sufficient sales, entering into new distribution agreements, or raising additional debt or equity capital to support our plans over the next 12 months. |
INVENTORY
INVENTORY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory Disclosure [Text Block] | Note 4 – Inventory As of March 31, 2020, and December 31, 2019, the Company recorded the following inventory balances: March 31, 2020 December 31, 2019 Raw Materials $ 66,763 $ 44,333 Work in Process - 55,502 Finished Goods 95,520 1,552 Total Inventory, net $ 162,283 $ 101,387 | NOTE 3 INVENTORY The Company had inventory in the following amounts: December 31, 2019 December 31, 2018 Raw Materials 44,333 - Work in Process $ 55,502 $ 30,689 Finished Goods 1,552 12,824 Total Inventory $ 101,387 $ 43,513 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment Disclosure [Text Block] | Note 5 – Property and Equipment The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2020 and December 31, 2019: Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years March 31, 2020 December 31, 2019 Manufacturing Equipment $ 132,513 $ 132,513 Medical equipment 20,528 - Office equipment 2,689 2,689 Accumulated Depreciation (44,675 ) (42,147 ) Total $ 111,055 $ 93,055 During the three months ended March 31, 2020 and 2019 the Company recorded depreciation expense of $2,528 and $1,137, respectively. | NOTE 4 PROPERTY AND EQUIPMENT The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows: Estimated Useful Life Molds 3 to 10 years Office equipment 7 years December 31, 2019 December 31, 2018 Manufacturing Equipment- Molds $ 132,513 $ 70,363 Office equipment 2,689 - Accumulated Depreciation (42,147 ) (35,917 ) $ 93,055 $ 34,446 The Company recorded depreciation expense of $6,230 and $654 in 2019 and 2018, respectively. The Company began shipping its new retention device in August 2018 which triggered the start of depreciating our retention device mold during the period. |
PATENTS
PATENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets Disclosure [Text Block] | Note 6 – Patents As of March 31, 2020, and December 31, 2019, the Company recorded the following patent balances: March 31, 2020 December 31, 2019 Total Patents $ 77,722 $ 77,722 Accumulated Amortization (70,940 ) (70,488 ) Patent costs, net $ 6,782 $ 7,234 During the three ended March 31, 2020 and 2019, the Company recorded $452 and $834 in amortization expense, respectively. Estimated amortization expense as of March 31, 2020 is as follows: Years ended December 31, 2020 – remaining nine months $ 1,357 2021 1,809 2022 1,809 2023 1,807 2024 and thereafter - Total $ 6,782 As of March 31, 2020, and December 31, 2019, the Company recorded the following trademarks balances: March 31, 2020 December 31, 2019 Total Trademarks $ 54,474 $ 49,867 Accumulated Amortization - - Trademarks, net $ 54,474 $ 49,867 The trademarks have an indefinite life, so no amortization expense is calculated. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The Trademark assets were created in 2019 and no material adverse changes have occurred since their creation. | NOTE 5 PATENTS The Company capitalizes the initial expense related to establishing the patent by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of the patent in the market place in proportion to the expense it must spend to maintain the patent. The Company has recorded the following patent costs: December 31, 2019 December 31, 2018 Total Patents $ 77,722 $ 77,743 Accumulated Amortization (70,488 ) (65,951 ) Patent costs, net $ 7,234 $ 11,792 The Company recorded amortization expense as follows: Twelve Months Ended December 31, 2019 2018 $ 4,558 $ 4,536 In 2011, the decision was made to not to pay the renewal fees and expedite the amortization of the original patent which expired in 2012. It was also decided to not spend its limited funds in defending the INVO Block patent as it only has value to the Company. The Company continues to pay the annual renewal fees on its active patents. Estimated amortization expense as of December 31, 2019 is as follows: Years ended December 31, 2020 $ 1,809 2021 1,809 2022 1,809 2023 1,807 2024 and thereafter - Total $ 7,234 As of December 31, 2019, and December 31, 2018, the Company recorded the following trademarks balances: December 31, 2019 December 31, 2018 Total Trademarks $ 49,867 $ - Accumulated Amortization - - Trademarks, net $ 49,867 $ - The trademarks have an indefinite life, so no amortization expense is calculated. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The Trademark assets were created in 2019 and no material adverse changes have occurred since their creation. |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Lessor, Operating Leases [Text Block] | Note 7 – Leases The Company has an operating lease for our facility, which have an initial term of 5 years with an option to renew for 3 additional years. They also do not have an early termination clause included. Our operating lease agreements do not contain any material restrictive covenants. Per FASB’s ASU 2016-02, Leases (Topic 842), effective January 1, 2019, the company is required to report a right-of-use asset and corresponding liability to report the present value of the total least payments, with appropriate interest calculation. Per the terms of ASU 201-02, the company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the company’s implicit interest rate was not readily determinable, we utilized the applicable federal rate, which was 3.0% as of April 2019. As of March 31, 2020, the Company's lease components included in the consolidated balance sheet were as follows: Lease component Classification March 31, 2020 Assets ROU assets - operating lease Other assets $ 96,354 Total ROU assets $ 96,354 Liabilities Current operating lease liability Current liabilities $ 21,704 Long-term operating lease liability Other liabilities 75,992 Total lease liabilities $ 97,696 Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Three months ended March 31, 2020 Operating lease costs $ 6,288 Total rent expense $ 6,288 Future minimum lease payments under non-cancellable leases were as follows: March 31, 2020 2020 - remaining nine months $ 18,239 2021 24,886 2022 25,633 2023 26,402 2024 8,886 2025 and beyond - Total future minimum lease payments $ 104,046 Less: Interest 6,350 Total operating lease liabilities $ 97,696 Current operating lease liability $ 21,704 Long-term operating lease liability 75,992 Total operating lease liabilities $ 97,696 | NOTE 6 LEASES The Company has an operating lease for our facility, which have an initial term of 5 years with an option to renew for 3 additional years. They also do not have an early termination clause included. Our operating lease agreements do not contain any material restrictive covenants. Per FASB’s ASU 2016-02, Leases (Topic 842), effective January 1, 2019, the company is required to report a right-of-use asset and corresponding liability to report the present value of the total least payments, with appropriate interest calculation. Per the terms of ASU 201-02, the company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the company’s implicit interest rate was not readily determinable, we utilized the applicable federal rate, which was 3.0% as of April 2019. As of December 31, 2019, the Company's lease components included in the consolidated balance sheet were as follows: Lease component Classification December 31, 2019 Assets ROU assets - operating lease Other assets $ 101,883 Total ROU assets $ 101,883 Liabilities Current operating lease liability Current liabilities $ 21,365 Long-term operating lease liability Other liabilities 81,494 Total lease liabilities $ 102,859 Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Twelve months ended December 31, 2019 Operating lease costs $ 16,830 Short term lease cost 3,000 Total rent expense $ 19,830 Future minimum lease payments under non-cancellable leases were as follows: December 31, 2019 2020 $ 24,161 2021 24,886 2022 25,633 2023 26,402 2024 8,886 2025 and beyond - Total future minimum lease payments $ 109,968 Less: Interest 7,109 Total operating lease liabilities $ 102,859 Current operating lease liability $ 21,365 Long-term operating lease liability 81,494 Total operating lease liabilities $ 102,859 |
CONVERTIBLE NOTES AND NOTES PAY
CONVERTIBLE NOTES AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 7 CONVERTIBLE NOTES AND NOTES PAYABLE Notes Payable In August 2016, INVO Bioscience converted a long-time vendor’s outstanding accounts payable balance of $131,722 into a three (3) year 5% notes payable. The note provides for interest only payments on the first and second anniversaries of the note. The note is payable in full along with any outstanding accrued interest on the third anniversary. The Company has the right to prepay the note at any time without a premium or penalty. The interest on this note for the years ended December 31, 2019 and 2018 was $489 and $6,586, respectively. The Note and all accrued interest of $9,823 was paid in full and as of December 31, 2019, the balance is $0. 2018 Convertible Notes Payable In April and May 2018, the Company issued convertible notes (the “2018 Convertible Notes”) payable to investors’ in the aggregate principal amount of $895,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. 2018 Convertible Notes with an aggregate principal amount of $550,000 are due on January 30, 2021, and 2018 Convertible Notes with an aggregate principal amount of $345,000 are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $4.00 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. During the fourth quarter of 2018, three note holders converted their notes with a value of $200,000 into 52,772 shares of common stock. During the twelve months ended December 31, 2019, a note holder converted principal and accrued interest of $50,000 and $3,723, respectively, into 13,431 shares of common stock. A second note holder converted 2 notes with total value of $185,000 into 46,250 shares of common stock; accrued interest of $16,650 had not been converted to stock as of December 31, 2019. No gain or loss has been recognized on any of these conversions that have taken place as they all have been made under the terms of the note agreements. The Company calculated a beneficial conversion feature of the 2018 Convertible Notes based on ASU 17-11 in the form of a discount of $895,000; $ 155,939 and $366,126 of this amount was amortized to interest expense during the twelve months ended December 31, 2019 and December 31, 2018 respectively, based on the three year term of the notes. In addition, $43,712 and $53,564 of interest was expensed in the year ended December 31, 2019 and December 31, 2018, respectively. The balance of these notes of $325,784 include the principal balance of $460,000, accrued interest of $80,094 net of the conversion discount of $191,461. |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 9 – Notes Payable and Other Related Party Transactions In April 2011, the Company issued a new short-term convertible note (“Q211 Note”) payable to James Bowdring in the amount of $50,000. The Note carries a 10% interest rate. The Company paid $25,000 of the Note in 2011 in cash. The Q211 Note is convertible into Common Stock of the Company at a conversion price of $0.60 per share, subject to adjustments. During the three months ended March 2020 and March 31, 2019, the Company accrued interest in the amount of $0 and $616 on the Q211 Note, respectively. In November 2011, the Company issued a new convertible note (“Q411 Note”) payable to James Bowdring in the amount of $10,000. The Q411 Note carries a 10% interest rate. The Q411 Note was converted into Common Stock of the Company at a conversion price of $0.20 per share, subject to adjustments. In addition, $0 and $247 of interest was accrued in the three months ended March 31, 2020 and 2019, respectively. On August 7, 2019, the Company sent James Bowdring, a related party, a check in the amount of $65,197 as full payment under those certain promissory notes dated April 8, 2011 and November 9, 2011. On August 8, 2019, Mr. Bowdring’s legal counsel returned this check with a letter stating that the check did not properly account for the compound interest identified in such notes. In addition, the letter stated Mr. Bowdring’s desire to convert these promissory notes into shares of the Company’s common stock in lieu of any cash payment. The Company does not believe that Mr. Bowdring has the right to convert such notes upon receiving payment of such notes and intends to vigorously contend any conversion of these notes. The 10% Senior Secured Convertible Promissory Notes were issued on April 8, 2011 and November 9, 2011, with maturity dates thirty days subsequent to the dates of issuance. Interest was calculated at 10% per annum, compounded based on a 360-day year. Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $.60 and $.20, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e. currently $0.13). In May 2018, James Bowdring and his children participated in the “2018 Convertible Notes” offerings in the aggregate principal amount of $40,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. These Notes are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $4.00 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. In addition, $3,431 and $3,393 of interest was accrued in the three months ended March 31, 2020 and 2019, respectively. In May 2018, the Company sold 7,500 shares of common stock at a price of $4.00 per share for proceeds of $30,000 to Charles Mulrey and family, the brother-in-law of Robert J. Bowdring, Director & Acting Chief Financial Officer as part of the recent financing. During the second quarter of 2018, INVO Bioscience settled a commitment it had with one of its Directors, Dr. Kevin Doody for the services he and his team performed prior to and following INVOcell’s FDA clearance related to clinical guidance and support. The Company issued him 150,000 common shares of stock with a fair value of $1,530,000. The Company previously rented its corporate office from Forty Four Realty Trust which is owned by James Bowdring, the brother of former Director and interim CFO, Robert Bowdring from November 2012 through May 2019 when the company relocated to a new facility. It was a month to month rental arrangement for less than the going fair market real estate rental rate. The rent expense paid for the three months ended March 31, 2020 and 2019 was $0 and $1,800 respectively. In addition, the Company previously purchased stationary supplies and marketing items at discounted rates from Superior Printing & Promotions which is also owned by James Bowdring and was in the same building as our prior corporate office. INVO Bioscience spent $0 and $778 with Superior during the three months ended March 31, 2020 and 2019, respectively. Principal balances of the Related Party loans were as follows: March 31, 2020 December 31, 2019 James Bowdring Family – 2018 Convertible Notes 46,872 45,975 Less discount (13,720 ) (17,151 ) Total, net of discount $ 33,152 $ 28,824 Interest expense on the Related Party loans was $897 and $1,751 for the three months ended March 31, 2020 and 2019, respectively. Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses. As of March 31, 2020, they were $0 and as of December 31, 2019, they were $13,018. | NOTE 8 OTHER RELATED PARTY TRANSACTIONS On September 18, 2008, the Company entered into a related party transaction with Dr. Claude Ranoux. Dr. Ranoux was then the President, Director and Chief Scientific Officer of the Company as of the date of this filing he is a Director. Dr. Ranoux had loaned funds to the Company to sustain its operations since January 5, 2007 (inception). Dr. Ranoux’s total original cumulative investment as of December 31, 2008 was $96,462, as of December 31, 2017 and 2016 it is $21,888 (“the Principal Amount”) in INVO Bioscience. On March 26, 2009, the Company and Dr. Ranoux agreed to re-write the agreement to a non-convertible note payable bearing interest at 5% per annum, the term of the note had been extended, and has been extended a couple of additional times, the current repayment date is October 31, 2018. The Company and Dr. Ranoux can jointly decide to repay the loan earlier without prepayment penalties. During the twelve months ended December 31, 2018 the outstanding balance of $21,888 was paid in full including all interest due. On March 5, 2009, the Company entered into a related party transaction with Kathleen Karloff, the Chief Executive Officer and a Director of the Company. Ms. Karloff provided a short-term loan in the amount of $75,000 bearing interest at 5% per annum to the Company to fund operations. In May 2009, Ms. Karloff loaned to the Company an additional $13,000, making her total cumulative loan $88,000 as of December 31, 2011. This note was due on September 15, 2009, which has since been extended a few times to its current date of October 31, 2018. During the twelve months ended December 31, 2014, Ms. Karloff loaned the Company an additional $66,000 at an interest rate of 0% by entering into a note payable agreement in satisfaction of expenses incurred by her for amounts previously advanced to the Company. This note currently has the same expiration date as the others which is October 31, 2018. During the twelve months ended December 31, 2018 $91,257 was paid against the principal of the loan. The principal balances of the loan was $62,743 as of December 31 2018. The related interest for the twelve months ended December 31, 2019 and 2018 was $6,574 and $15,278 respectively. During the twelve months ended December 31, 2019, the Company paid the remaining balance due Ms. Karloff in the amount of $62,743 along with $55,000 of accrued interest. In April 2011, the Company issued a new short-term convertible note (“Q211 Note”) payable to James Bowdring in the amount of $50,000. The Note carries a 10% interest rate. The Company paid $25,000 of the Note in 2011 in cash. The Q211 Note is convertible into Common Stock of the Company at a conversion price of $0.60 per share, subject to adjustments. During the twelve months ended December 31, 2019 and December 31, 2018, the Company accrued interest in the amount of $1,493 and $2,500 on the Q211 Note, respectively. In November 2011, the Company issued a new convertible note (“Q411 Note”) payable to James Bowdring in the amount of $10,000. The Q411 Note carries a 10% interest rate. The Q411 Note was converted into Common Stock of the Company at a conversion price of $0.20 per share, subject to adjustments. In addition, $597 and $1,000 of interest was accrued in the twelve months ended December 31, 2019 and 2018, respectively. On August 7, 2019, the Company sent James Bowdring, a related party, a check in the amount of $65,197 as full payment under those certain promissory notes dated April 8, 2011 and November 9, 2011. On August 8, 2019, Mr. Bowdring’s legal counsel returned this check with a letter stating that the check did not properly account for the compound interest identified in such notes. In addition, the letter stated Mr. Bowdring’s desire to convert these promissory notes into shares of the Company’s common stock in lieu of any cash payment. The Company does not believe that Mr. Bowdring has the right to convert such notes upon receiving payment of such notes and intends to vigorously contend any conversion of these notes. The 10% Senior Secured Convertible Promissory Notes were issued on April 8, 2011 and November 9, 2011, with maturity dates thirty days subsequent to the dates of issuance. Interest was calculated at 10% per annum, compounded based on a 360-day year. Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $.60 and $.20, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e. currently $0.13). In May 2018, James Bowdring and his children participated in the “2018 Convertible Notes” offerings in the aggregate principal amount of $40,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. These Notes are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $4.00 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. In addition, $3,599 and $2,376 of interest was accrued in the twelve months ended December 31, 2019 and 2018, respectively. In May 2018, the Company sold 7,500 shares of common stock at a price of $4.00 per share for proceeds of $30,000 to Charles Mulrey and family, the brother-in-law of Robert J. Bowdring, Director & Acting Chief Financial Officer as part of the recent financing. During the second quarter of 2018, INVO Bioscience settled a commitment it had with one of its Directors, Dr. Kevin Doody for the services he and his team performed prior to and following INVOcell’s FDA clearance related to clinical guidance and support. The Company issued him 150,000 common shares of stock with a fair value of $1,530,000. The Company previously rented its corporate office from Forty Four Realty Trust which is owned by James Bowdring, the brother of former Director and interim CFO, Robert Bowdring from November 2012 through May 2019 when the company relocated to a new facility. It was a month to month rental arrangement for less than the going fair market real estate rental rate. The rent expense paid for the twelve months ended December 31, 2019 and 2018 was $3,000 and $5,600 respectively. In addition, the Company previously purchased stationary supplies and marketing items at discounted rates from Superior Printing & Promotions which is also owned by James Bowdring and was in the same building as our prior corporate office. INVO Bioscience spent $8,168 and $2,130 with Superior during 2019 and 2018, respectively. Principal balances of the Related Party loans were as follows: December 31, 2019 December 31, 2018 Claude Ranoux Note $ - $ - James Bowdring Family - 2011 Notes - 35,000 James Bowdring Family – 2018 Convertible Notes 45,975 40,000 Kathleen Karloff Note - 62,743 Less discount (17,151 ) (30,913 ) Total, net of discount $ 28,824 $ 106,830 Interest expense on the Related Party loans was $5,975 and $21,976 for the years ended December 31, 2019 and 2018, respectively. Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, Mr. Bowdring, and Mr. Campbell for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: December 31, 2019 2018 Accounts payable and accrued liabilities $ 13,018 $ 1,700 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | Note 10 – Stockholders’ Equity Three Months Ended March 31, 2020 In January 2020, the Company issued 50,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $221,400 to an officer. In February 2020, the Company issued 5,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $24,750 to an employee. In February 2020, the Company issued 4,956 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $25,000 to a board member. In February 2020, the Company issued 4,956 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $25,000 to a board member. In February 2020, the Company issued 3,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $15,000 for consulting services. In February 2020, pursuant to Section 4(a)(2) of the Securities Act of 1933 as amended (the “Securities Act”), the Company issued 2,500 shares of common stock with a fair value of $11,500 in consideration of consulting services rendered. We did not receive any proceeds from the issuance. In March 2020, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 2,500 shares of common stock with a fair value of $11,500 in consideration of consulting services rendered. We did not receive any proceeds from the issuance. Three Months Ended March 31, 2019 In January 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 3,000 shares of common stock with a fair value of $26,600 to service providers. In February 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 13,431 shares of common stock for conversion of notes payable and accrued interest in the amount of $53,723. | NOTE 9 STOCKHOLDERS’ EQUITY Twelve Months Ended December 31, 2019 In January 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 3,000 shares of common stock with a fair value of $26,600 to service providers. In February 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 13,431 shares of common stock for conversion of notes payable and accrued interest in the amount of $53,723. In April 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 40,000 shares of common stock for conversion of notes payable in the amount of $160,000. In May 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 6,250 shares of common stock for conversion of notes payable in the amount of $25,000. In August 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 2,500 shares of common stock with a fair value of $15,000 to service providers. In November 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 1,000 shares of common stock with a fair value of $4,400 to service providers. In November 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 15,000 shares of common stock with a fair value of $93,750 pursuant a legal settlement signed on November 11, 2019. Twelve Months Ended December 31, 2018 In January and March 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company sold 13,000 shares of common stock to accredited investors in a private placement for cash of $47,000. In January 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 60,000 shares of common stock with a fair value of $138,000 to management and board members. In January and March 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 17,616 shares of common stock with a fair value of $43,664 to service providers. In April and May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 17,000 shares of common stock with a fair value of $174,800 to service providers. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company sold 7,500 shares of common stock to accredited investors who are family members of Robert J Bowdring, a Board Member in a private placement for cash of $30,000. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 151,000 shares of common stock with a fair value of $1,540,000 to a board member, Dr. Kevin Doody for services previously provided to the Company. In October 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 244,754 shares of common stock with a fair value of $1,914,831 to employees and service providers. In November 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 13,104 shares of common stock for conversion of notes payable and accrued interest in the amount of $52,416. In December 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 39,667 shares of common stock for conversion of notes payable and accrued interest in the amount of $158,667. In December 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 44,365 shares of common stock with a fair value of $349,602 to employees and service providers. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | ||
Shareholders' Equity and Share-based Payments [Text Block] | Note 11 – Stock Options and Warrants Equity Incentive Plans In October 2019, we adopted our 2019 Stock Incentive Plan (the "2019 Plan"). Under the 2019 Plan, our Board of Directors is authorized to grant both incentive and non-statutory stock options to purchase common stock and restricted stock awards to our employees, directors, and consultants. The 2019 Plan provides for the issuance of 800,000 shares. Options generally have a life of 3 to 10 years and exercise price equal to or greater than the fair market value of the Common Stock as determined by the Board of Directors. Vesting for employees typically occurs over a three-year period or based on performance objective. The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our Common Stock on the OTCQB Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2019 416,030 $ 5.20-5.80 $ 5.20 $ - 18,009 $ 5.20 $ - Forfeited - $ - $ - - - - - Vested 99,927 4.60 Exercised - $ - $ - - - - - Granted 263,780 $ 4.20-5.20 $ 4.40 - - - - Balance at March 31, 2020 679,810 $ 4.20-5.80 $ 5.00 $ - 117,936 $ 4.60 $ - (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Three Months ended March 31, 2020 2019 Risk-free interest rate range 0.48 to 1.65 % - % Expected life of option-years 5.20 to 5.77 - Expected stock price volatility 110.8 to 128.0 % - % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executes, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price of Options Exercisable Year ended December 31, 2019 $ 5.20-5.80 416,030 2.6 $ 5.20 18,009 $ 5.10 Three Months ended March 31, 2020 $ 4.20-5.80 679,810 3.6 $ 5.00 117,936 $ 4.66 Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 21, 2019 - 69,787 Three months ended March 31, 2020 $ - $ 378,537 For the three months ended March 31, 2020, the weighted average grant date fair value of options granted was $4.00 per share. We estimate the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2019, the weighted average remaining service period is 3.6 years. We recognized $381,475 in stock-based compensation expense, which is recorded in selling, general and administrative expenses on the consolidated statement of operations for the three months ended March 31, 2020 and 2019. Unamortized stock option expense at March 31, 2020 that will be amortized over the weighted-average remaining service period totaled $1,794,251. Restricted Stock and Restricted Stock Units In the three months ended March 31, 2020, we issued 69,912 of restricted stock, to certain employees and directors. Shares issued to employees and directors vest over a time frame from immediate to 1 year. In the three months ended March 31, 2020, 57,895 shares of restricted stock vested. The following table summarizes our aggregate restricted stock awards and restricted stock unit activity during the three months ended March 31, 2020: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2019 16,667 $ 6.00 $ 100,000 Granted 69,912 $ 4.58 $ 320,140 Vested (57,895 ) $ 4.59 $ (265,963 ) Forfeitures (- ) $ - $ (- ) Balance at March 31, 2020 26,684 $ 5.78 $ 154,178 We recognized $265,963 in stock-based compensation expense, which is recorded in selling, general and administrative expenses on the consolidated statement of operations for the three months ended March 31, 2020, and we will recognize $154,178 over the remaining requisite service period. Warrants As of March 31, 2020, and 2019, the Company does not have any outstanding or committed and unissued warrants. | NOTE 10 STOCK OPTIONS AND WARRANTS Equity Incentive Plans In October 2019, we adopted our 2019 Stock Incentive Plan (the "2019 Plan"). Under the 2019 Plan, our Board of Directors is authorized to grant both incentive and non-statutory stock options to purchase common stock and restricted stock awards to our employees, directors, and consultants. The 2019 Plan provides for the issuance of 800,000 shares. Options generally have a life of 3 to 10 years and exercise price equal to or greater than the fair market value of the Common Stock as determined by the Board of Directors. Vesting for employees typically occurs over a three-year period or based on performance objective. The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our Common Stock on the OTCQB Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2018 - $ - $ - $ - - $ - $ - Forfeited - $ - $ - - - - - Exercised - $ - $ - - - - - Granted 416,030 $ 5.20-5.80 $ 5.20 - - - - Balance at December 31, 2019 416,030 $ 5.20-5.80 $ 5.20 $ - 18,009 $ 5.20 $ - (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Years ended December 31, 2019 2018 Risk-free interest rate range 1.6 % - Expected life of option-years 2.9 - Expected stock price volatility 117 % - % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executes, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price of Options Exercisable Year ended December 31, 2018 $ - - - $ - - $ - Year ended December 31, 2019 $ 5.20-5.80 416,030 2.6 $ 5.20 18,009 $ 5.20 Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 21, 2018 - - Year ended December 31, 2019 $ - $ 69,787 For the years ended December 31, 2019, the weighted average grant date fair value of options granted was $4.00 per share. We estimate the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2019, the weighted average remaining service period is 2.6 years. We recognized $69,787 in stock-based compensation expense, which is recorded in selling, general and administrative expenses on the consolidated statement of operations for the years ended December 31, 2019. Unamortized stock option expense at December 31, 2019 that will be amortized over the weighted-average remaining service period of 2.6 years totaled $1,628,929. Restricted Stock and Restricted Stock Units In 2019, we issued 20,000 shares of restricted stock, to certain employees. Shares issued to employees vest monthly over 1 year on the anniversary dates of their grant. In 2019, 3,333 shares of restricted stock vested. The following table summarizes our aggregate restricted stock awards and restricted stock unit activity in 2019: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2018 - $ - $ - Granted 20,000 $ 6.00 $ 120,000 Vested (3,333 ) $ 6.00 $ (20,000 ) Forfeitures (- ) $ - $ (- ) Balance at December 31, 2019 16,667 $ 6.00 $ 100,000 We recognized $17,750 in stock-based compensation expense, which is recorded in selling, general and administrative expenses on the consolidated statement of operations for the years ended December 31, 2019, and we will recognize $1,731,179 over the remaining requisite service period. Unamortized restricted stock and restricted stock unit expense at December 31, 2019 that will be amortized over the weighted-average remaining service period of .8 years totaled $100,000. Warrants As of December 31, 2019, and 2018, the Company does not have any outstanding or committed and unissued warrants. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Disclosure [Text Block] | Note 12 – Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company makes a determination as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all DTA’s and carryforwards as their recoverability is deemed to be uncertain. If our expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings. Income tax expense was $0 and $0 for the three months ended March 31, 2020 and 2019. The annual forecasted effective income tax rate for 2020 is 0% with a year-to-date effective income tax rate for the three months ended March 31, 2020 of 0%. | NOTE 11 INCOME TAXES The provision for income taxes consists of the following for the year ended December 31, 2019 and 2018: December 31 2019 2018 Federal income taxes: Current - - Deferred 349 - Total federal income taxes 349 - State income taxes: Current 1,824 - Deferred 84 - Total state income taxes 1,908 - Total income taxes $ 2,257 $ - The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2019 federal statutory rate as compared to the effective income tax rate is as follows: December 31 2019 2018 Pre-tax book income $ (461,117 ) 21.0 % $ (645,978 ) 21.0 % State Tax Expense, net 1,524 (0.1 %) - - Permanent Items 26,430 (1.2 %) - - Valuation Allowance 435,420 (19.8 %) 645,978 (21.0 %) Total Expense $ 2,257 (0.1 %) $ - - % Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2019 and 2018, are as follows: December 31 2019 2018 Deferred tax assets: Accrued Compensation $ 102,049 $ - Amortization of Discount Notes Payable 99,635 - Lease (ASC 842) 25,715 - Deferred Revenue 1,112,807 - Net Operating Losses 3,111,504 4,124,005 Gross deferred tax assets 4,451,710 4,124,005 Less: Valuation Allowance (4,401,714 ) (4,124,005 ) Net deferred tax asset: 49,996 - Deferred tax liabilities: Fixed Assets (24,281 ) - ROU Lease (ASC 842) (25,715 ) - Trademark Amortization (433 ) - Net deferred tax liability (50,429 ) - Net deferred tax asset / (liability) $ (433 ) $ - As of December 31, 2019, we have federal net operating loss carryforwards totaling $14,131,281. Of that amount, $11,403,417 will expire, if not utilized, in various years beginning in 2028 and which are also subject to the limitations of IRC §382. The remaining carryforward amount of $2,727,864, has no expiration period but can only be applied to 80% of taxable income per year in future periods. State net operating loss carryforwards total $6,785,450. Of that amount, $4,659,523 will begin to expire in 2027 and are subject to the limitations of IRC §382. The remaining $2,125,927 of state net operating loss carryforwards are similar to the federal net operating loss in that it has no expiration period but can only be applied to 80% of state taxable income per year. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. As of December 31, 2019, and 2018 a full valuation allowance has been recorded against all deferred tax assets on the balance sheet. We routinely inspect our income tax filings for current and previous positions that could be considered uncertain. If a position is deemed to carry a more-likely-than-not probability of notwithstanding challenge from a tax authority we would record a liability for Uncertain Tax Positions (UTP) for the tax in question. As of December 31, 2019, and for all prior years, we do not and have not carried any UTP’s on the balance sheet. If a UTP was recorded, it is our policy to include interest and penalties on taxes as part of income tax expense. There are currently no income tax examinations being performed at the federal or state level and we are not aware of any possible future audits or examinations. Our federal and state income tax returns from 2015 and forward remain open to examination by the corresponding taxing authorities under the statute of limitations, generally. However, due to the loss carryforwards established on historical tax filings, it is possible that the taxing authorities could examine tax years as far back as 2007 in order to determine if the net operating loss carryforward is appropriate. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | Note 13 – Commitments and Contingencies A) Litigation INVO Bioscience, Inc. v. James Bowdring On August 7, 2019, the Company sent James Bowdring, the brother of our then Chief Financial Officer, a check in the amount of $65,197 as full and final payment under those certain promissory notes dated April 8, 2011 and November 9, 2011. On August 8, 2019, Mr. Bowdring’s legal counsel returned the check. A basis for returning the check was a claim that the interest due under the Notes called for compounded interest and not per annum interest. In addition, the letter rejecting the tender of the payment in full check alleged Mr. Bowdring was considering a future intention to convert his Promissory Notes into shares of the Company’s common stock. Mr. Bowdring, through his counsel, indicated that such future intention to convert the Notes to common stock were contingent upon Mr. Bowdring addressing certain personal issues which were not disclosed by his counsel in the correspondence returning the checks. The Company does not believe that Mr. Bowdring has the right to seek conversion of the Notes once payment for the Notes has been tendered. In order to resolve the issue of the Company’s tender of payment in full versus Mr. Bowdring’s assertion that he can reject tender and seek conversion, the Company has filed an action in the Suffolk Superior Court in Boston on September 3, 2019 seeking Declaratory Judgment and Judgment for Breach of Contract. On September 30, 2019, Mr. Bowdring filed an answer and counterclaim under which he alleged breach of contract, fraud, promissory estoppel, unfair and deceptive practices and constructive trust. Mr. Bowdring is seeking receipt of all shares due under the adjusted conversion price. The 10% Senior Secured Convertible Promissory Notes were issued on April 8, 2011 and November 9, 2011, with maturity dates thirty days subsequent to the dates of issuance. Interest was calculated at 10% per annum, compounded based on a 360-day year. Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $0.60 and $0.20, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e. currently $0.1300). The Company does not currently expect the above matter to have a material adverse effect upon either our results of operations, financial position, or cash flows. B) Employee Agreements On October 10, 2019, we entered into an agreement with our newly appointed CEO, Steve Shum. We agreed to pay Mr. Shum an annual salary of $260,000. In addition, Mr. Shum is eligible to earn bonus compensation of up to $75,000 bonus upon a successful up-listing to the NASDAQ exchange. All other bonus amounts will be determined by the Board of Directors, in their sole discretion. In addition to his base salary and performance bonus, we granted Mr. Shum: (i) 20,000 shares of our common stock and (ii) a three-year option to purchase 324,159 shares of our common stock at an exercise price of $5.10 per share. These options will vest monthly over a 3-year period. On January 15, 2020, INVO Bioscience, Inc. (the “ Company Employment Agreement In connection with the Employment Agreement, on January 17, 2020, the Company granted Mr. Campbell 50,000 shares of Company common stock, and an option to purchase 200,000 shares of Company common stock (the “ Option The Company has entered into a consulting agreement with Shine Management, Inc. through which it is receiving outsourced accounting and the support of its acting CFO, Debra Hoopes. Debra is the CFO and Chief Administrative Officer of Shine Management, Inc. and Management Services Company in Charlottesville, VA. | NOTE 12 COMMITMENTS AND CONTINGENCIES A) Litigation Paasch, et al. v. INVO Bioscience, Inc. et al INVO Bioscience, Inc., and two of its directors have been, since 2010, defending litigation brought by investors in an alleged predecessor of INVO Bioscience. On March 24, 2010, INVO Bioscience, Inc. and its corporate affiliate, Bio X Cell, Inc., Claude Ranoux, and Kathleen Karloff were served an Amended Complaint, the original of which was filed on December 31, 2009 at the Suffolk Superior Court Business Litigation Session by two terminated employees of Medelle Corporation (also named as a co-defendant but no longer active), who are also attorneys, and a former investor in and creditor of Medelle. These plaintiffs allege various claims of wrongdoing relating to the sale of assets of Medelle to Dr. Ranoux. Plaintiffs claim that Dr. Ranoux, Ms. Karloff, and Medelle (and therefore INVO Bioscience as an alleged successor corporation) violated alleged duties owed to plaintiffs in connection with the sale. Separate claims were also alleged against INVO Bioscience. During 2010, Dr. Ranoux, Ms. Karloff, and INVO Bioscience filed Motions to Dismiss as to all claims, pursuant to M.R.Civ. P. 12(b)(6). In a written Decision rendered on November 12, 2010, the judge dismissed all claims against INVO, Bio X Cell, and Ms. Karloff, and also dismissed the claims against Dr. Ranoux alleging civil conspiracy and breach of M.G.L. c. 93A. The judge denied Dr. Ranoux’s motion to dismiss the remaining breach of fiduciary duty and fraud claims. The plaintiffs allege in their Amended Complaint that Dr. Ranoux committed fraud by failing to inform them of the details of the Medelle auction. The claims against Dr. Ranoux that survived the November 2010 dismissal order were submitted to binding arbitration. On February 15, 2013, the mutually-agreed arbitrator ruled in favor of Dr. Ranoux. The award held that Dr. Ranoux did not withhold information about the auction of Medelle’s assets and expressed doubt that the plaintiffs would have invested the resources necessary to make a beneficial use of the assets. The arbitrator’s award then was confirmed by the Superior Court on August 21, 2013. The Superior Court’s confirmation of the award was affirmed on appeal on October 20, 2013 by the Massachusetts Appeals Court. The Massachusetts Supreme Judicial Court then denied further appellate review. On October 18, 2016, following motions and argument, the Superior Court issued a memorandum of decision and order denying plaintiffs’ motion for entry of default judgment and assessment of damages against Medelle and allowed the motion of INVO Bioscience, Bio X Cell, and Ms. Karloff for entry of final judgment of dismissal. The foregoing order was converted to a final judgment dismissing all claims against all defendants and entered on the docket on October 27, 2016. On November 28, 2016, plaintiffs filed an amended notice of appeal from the Superior Court’s decision of October 17, 2016 and the subsequent judgment entered on October 27, 2016. The appeal further challenges the order of dismissal from November 2010. Plaintiffs did not appeal from the dismissal of the claims against Ms. Karloff, so the judgment in her favor is now final, leaving claims against INVO Bioscience, Bio X Cell, Medelle, and Dr. Ranoux. On November 11, 2019, the Company entered into a Settlement Agreement and Release with Jo Ann Jorge, Francis Gleason, Jr., and Ronald Passch, M.D. (collectively, the “Claimants”), under which we agreed to pay Claimants $90,000 in cash and 15,000 at a value of $93,750 shares of our common stock in full satisfaction of all claims. Following execution of the Settlement Agreement and Release, all parties dismissed the lawsuit with prejudice and mutual releases were granted by all parties under the Settlement Agreement and Release. INVO Bioscience, Inc. v. James Bowdring On August 7, 2019, the Company sent James Bowdring, the brother of our then Chief Financial Officer, a check in the amount of $65,197 as full and final payment under those certain promissory notes dated April 8, 2011 and November 9, 2011. On August 8, 2019, Mr. Bowdring’s legal counsel returned the check. A basis for returning the check was a claim that the interest due under the Notes called for compounded interest and not per annum interest. In addition, the letter rejecting the tender of the payment in full check alleged Mr. Bowdring was considering a future intention to convert his Promissory Notes into shares of the Company’s common stock. Mr. Bowdring, through his counsel, indicated that such future intention to convert the Notes to common stock were contingent upon Mr. Bowdring addressing certain personal issues which were not disclosed by his counsel in the correspondence returning the checks. The Company does not believe that Mr. Bowdring has the right to seek conversion of the Notes once payment for the Notes has been tendered. In order to resolve the issue of the Company’s tender of payment in full versus Mr. Bowdring’s assertion that he can reject tender and seek conversion, the Company has filed an action in the Suffolk Superior Court in Boston on September 3, 2019 seeking Declaratory Judgment and Judgment for Breach of Contract. On September 30, 2019, Mr. Bowdring filed an answer and counterclaim under which he alleged breach of contract, fraud, promissory estoppel, unfair and deceptive practices and constructive trust. Mr. Bowdring is seeking receipt of all shares due under the adjusted conversion price. The 10% Senior Secured Convertible Promissory Notes were issued on April 8, 2011 and November 9, 2011, with maturity dates thirty days subsequent to the dates of issuance. Interest was calculated at 10% per annum, compounded based on a 360-day year. Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $0.60 and $0.20, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e. currently $0.1300). The Company does not currently expect the above matter to have a material adverse effect upon either our results of operations, financial position, or cash flows. B) Employee Agreements On October 10, 2019, we entered into an agreement with our newly appointed CEO, Steve Shum. We agreed to pay Mr. Shum an annual salary of $260,000. In addition, Mr. Shum is eligible to earn bonus compensation of up to $75,000 bonus upon a successful up-listing to the NASDAQ exchange. All other bonus amounts will be determined by the Board of Directors, in their sole discretion. In addition to his base salary and performance bonus, we granted Mr. Shum: (i) 20,000 shares of our common stock and (ii) a three-year option to purchase 324,159 shares of our common stock at an exercise price of $5.10 per share. These options will vest monthly over a 3-year period. The Company is in the process of updating employment agreements for its other key officers, executives and employees of the Company. C) Consulting Agreements The Company has entered into a consulting agreement with Shine Management, Inc. through which it is receiving outsourced accounting and the support of its acting CFO, Debra Hoopes. Debra is the CFO and Chief Administrative Officer of Shine Management, Inc. and Management Services Company in Charlottesville, VA. The Company had a verbal agreement beginning in March 2013 with its former CFO, Robert Bowdring, who is currently a Director, to assist where necessary in the financial and administrative areas of the Company for compensation to be equivalent to the others working in the organization. We changed the compensation arrangement to an hourly rate in 2019 as any support activities needed are substantially complete as of the end of September 2019. |
CONTRACTS WITH CUSTOMERS
CONTRACTS WITH CUSTOMERS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue from Contract with Customer [Text Block] | Note 14 – Contracts with Customers We have adopted ASC 606, Revenue from Contracts with Customers . Revenue Recognition Revenues for products, including: INVOcell® and INVO TM Retention System are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is shipped from the Consignor to the customer. In January 2019 we announced a U.S. license and distribution agreement with Ferring International Center S.A. (“Ferring”) and as a result took a significant step to strengthen the Company that we believe will allow us to implement our overall business plan. We believe that this strategic partnership with a strong reproductive organization such as Ferring Pharmaceuticals will provide us with the necessary sales and marketing resources within the United States to expand the market and help reach couples not receiving reproductive treatments today. The agreement calls for the issuance of an initial upfront payment of $5 million which we received upon the signing of the agreement and then subsequent licensing fee payment of $3,000,000 that will provide us a source of non-dilutive financing to execute our plan. Under the terms of the agreement we can pursue developing international markets and as well as partnering and opening INVO-only reproductive centers within the U.S. market. We believe this major milestone and agreement was a critical milestone that allows the Company to implement its mission of expanding access to care within the fertility marketplace. Under the terms of the Distribution Agreement, Ferring completed its obligation to make an initial payment to the Company of $5,000,000 upon completion of the required closing conditions, including executed agreements from all current manufacturers of the Licensed Product that upon a material supply default by the Company, Ferring can assume a direct purchase relationship with such manufacturers. Ferring is obligated to make a second payment to the Company of $3,000,000 provided that the Company is successful in obtaining a five (5) day label enhancement from the FDA for the current incubation period for the Licensed Product at least three (3) years prior to the expiration of the term of the license for the Licensed Product and provided further that Ferring has not previously exercised its right to terminate the Distribution Agreement for convenience. In addition, the Company entered into a separate exclusive Distribution Agreement. The Distribution Agreement has an initial term expiring on December 31, 2025, which may be terminated by the Company if Ferring fails to generate specified annual minimum revenues to the Company from the sale of the Licensed Product. The Ferring license was deemed to be a functional licenses that provide customers with a “right to access” to our intellectual property during the subscription period and, accordingly, revenue is recognized over a period of time, which is generally the subscription period. During the quarter ended March 31, 2020, the Company recognized $178,571 related to the Ferring license agreement. As of March 31, 2020, and December 31, 2019, the Company had deferred revenues of $4,107,143 and $4,477,261, respectively. On September 20, 2019, we entered into an exclusive distribution agreement with Quality Medicines, Cosmetics & Medical Equipment Import for the territories of Sudan, Uganda and Ethiopia. This distribution agreement has a term of one year and may be extended by mutual agreement and is based on wholesale prices. Quality Medicines is required to register our product in each of these countries. On September 11, 2019, we entered into an exclusive distribution agreement with G-Systems Limited registered in Nigeria. In the territories of Nigeria. This distribution agreement has a term of one year and may be extended by mutual agreement and is based on wholesale prices. G-Systems is required to register our produce in Nigeria. On November 12, 2019, we announced we had entered into exclusive distribution agreements with Biovate a Jordanian company for the territory of Jordan and Orcan Medical for the territory of Turkey. This agreement has a term of one year with extensions by mutual agreement. Safadi Drugstore is required to register our product in Jordan. On January 16, 2020, we announced a Joint Venture agreement for the India Market. Under terms of the agreement, INVO Bioscience and our Partner, Medesole Healthcare and Trading Pvt Ltd, will each own 50% of the joint venture. We provide the device, training and general technology support to the joint venture, while Medesole will be responsible for the operations of the INVOcell clinics in India. Both partners will equally invest in start-up and capital expenditures and share in the revenue and profits of the joint venture. The business model allows INVO to benefit not only from the sale of the device, but from the delivery of the entire solution. We believe this JV structure is an attractive new model for us, and one in which we may replicate in other select parts of the world. As of March 31, 2020 the final JV setup had not yet been completed. We currently anticipate this to occur during the second quarter of 2020. Sources of Revenue We have identified the following revenues disaggregated by revenue source: Domestic Physicians – direct sales of products concluded in January 2019 Domestic Distributor - sales to Ferring who then sells to physicians Domestic Licensing fee International Distributors – direct sales of products. For the three months ended March 31, 2020 and 2019 the source of revenue was derived from: March 31, 2020 March 31, 2019 Domestic product revenue $ 80,000 $ 10,860 Domestic Licensing Fee 178,571 178,572 Total revenue $ 258,571 $ 189,432 Contract Balances We incur agreement obligations on general customer purchase orders and e-mails that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product, we have determined that the balance related to these obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Therefore, the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs We do not use or offer sales commissions of any type at this time. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers and distributors are substantially less than the one year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included as an offset to the costs for shipping and handling of products included as a component of cost of products. Taxes Collected from Customers As our products are used in another service and are exempt, to this point we have not collected taxes. If we were to collect taxes they would be on the value of transaction revenue and would be excluded from product revenues and cost of sales and would be accrued in current liabilities until remitted to governmental authorities. Effective Date and Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements and is not expected to have a material impact in future periods. | NOTE 13 CONTRACTS WITH CUSTOMERS We have adopted ASC 606, Revenue from Contracts with Customers . Revenue Recognition We routinely enter into agreements with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products that we offer. However, these agreements do not obligate us to provide goods to the customer and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order or e-mail notification (in writing, electronically or verbally) for goods, and we accept the order. We identify performance obligations as the delivery of the requested product(s) in appropriate quantities and to the location specified in the customer’s e-mail/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is shipped from the Consignor to the customer. In January 2019, we announced a U.S. license and distribution agreement with Ferring International Center S.A. (“Ferring”) and as a result took a significant step to strengthen the Company that we believe will support our ability to implement our overall business plan. We believe that this strategic partnership with a strong reproductive organization such as Ferring Pharmaceuticals will provide us with the necessary sales and marketing resources within the United States to expand the market and help reach all of those couples not receiving reproductive treatments today. The agreement calls for the issuance of an initial upfront payment of $5,000,000 which we received upon the signing of the agreement, ongoing product revenue, and then subsequent licensing fee payment of $3,000,000 that will provide us with a source of non-dilutive financing to execute our plan. Under the terms of the agreement we can pursue developing international markets and as well as partnering and opening INVO-only reproductive centers within the U.S. market. We believe this major milestone and agreement is a critical step that allows the Company to implement its mission of expanding access to care in the fertility marketplace. The initial upfront payment of $5,000,000 which we received upon the signing of the agreement is being recognized to income over the 7-year term. Under the terms of the Distribution Agreement, Ferring completed its obligation to make an initial payment to the Company of $5,000,000 upon completion of the required closing conditions, including executed agreements from all current manufacturers of the Licensed Product that upon a material supply default by the Company, Ferring can assume a direct purchase relationship with such manufacturers. Ferring is obligated to make a second payment to the Company of $3,000,000 provided that the Company is successful in obtaining a five (5) day label enhancement from the FDA for the current incubation period for the Licensed Product at least three (3) years prior to the expiration of the term of the license for the Licensed Product and provided further that Ferring has not previously exercised its right to terminate the Distribution Agreement for convenience. In addition, the Company entered into a separate Distribution Agreement. The Distribution Agreement has an initial term expiring on December 31, 2025 and at the end of the initial term it may be terminated by the Company if Ferring fails to generate specified minimum revenues to the Company from the sale of the Licensed Product during the final two years of the initial term. The Ferring license was deemed to be a functional license that provide customers with a “right to access” to our intellectual property during the subscription period and, accordingly, revenue is recognized over a period of time, which is generally the subscription period. During the twelve months ended December 31, 2019, the Company recognized $714,286 related to the Ferring license agreement. As of December 31, 2019, and December 31, 2018, the Company had deferred revenues of $4,477,261 and $18,895, respectively. On September 20, 2019, we entered into an exclusive distribution agreement with Quality Medicines, Cosmetics & Medical Equipment Import for the territories of Sudan, Uganda and Ethiopia. This distribution agreement has a term of one year and may be extended by mutual agreement and is based on wholesale prices. Quality Medicines is required to register our product in each of these countries. On September 11, 2019, we entered into an exclusive distribution agreement with G-Systems Limited registered in Nigeria. In the territories of Nigeria. This distribution agreement has a term of one year and may be extended by mutual agreement and is based on wholesale prices. G-Systems is required to register our produce in Nigeria. On November 12, 2019, we announced we had entered into exclusive distribution agreements with Biovate a Jordanian company for the territory of Jordan and Orcan Medical for the territory of Turkey. This agreement has a term of one year with extensions by mutual agreement. Safadi Drugstore is required to register our product in Jordan. On January 16, 2020, we announced a Joint Venture agreement for the India Market. Under terms of the agreement, INVO Bioscience and our Partner, Medesole Healthcare and Trading Pvt Ltd, will each own 50% of the joint venture. We provide the device, training and general technology support to the joint venture, while Medesole will be responsible for the operations of the INVOcell clinics in India. Both partners will equally invest in start-up and capital expenditures and share in the revenue and profits of the joint venture. The business model allows INVO to benefit not only from the sale of the device, but from the delivery of the entire solution. We believe this JV structure is an attractive new model for us, and one in which we may replicate in other select parts of the world. Sources of Revenue We have identified the following revenues disaggregated by revenue source: Domestic Product revenue Domestic Licensing fee For the twelve months ended December 31, 2019 and 2018 the source of revenue was derived from: December 31, 2019 December 31, 2018 Domestic Product revenue $ 765,927 $ 494,375 Domestic licensing fee 714,286 - Total revenue $ 1,480,213 $ 494,375 Contract Balances We incur agreement obligations on general customer purchase orders and e-mails that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product, we have determined that the balance related to these obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Therefore, the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs We do not use or offer sales commissions of any type at this time. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers and distributors are substantially less than the one year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included as an offset to the costs for shipping and handling of products included as a component of cost of products. Taxes Collected from Customers As our products are used in another service and are exempt, to this point we have not collected taxes. If we were to collect taxes they would be on the value of transaction revenue and would be excluded from product revenues and cost of sales and would be accrued in current liabilities until remitted to governmental authorities. Effective Date and Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements and is not expected to have a material impact in future periods. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | Note 15 – Subsequent Events Private Placement From May 15, 2020 through June 30, 2020, we entered into definitive securities purchase agreements (“Purchase Agreements”) with accredited investors for their purchase of (i) secured convertible notes issued by us in the aggregate original principal amount of $3,494,840 (the “Notes”), and (ii) Unit Purchase Options (“Purchase Options”) to purchase 485,783 units (each, a “Unit”), at an exercise price of $5.00 per Unit (subject to adjustments). with each Unit exercisable for (A) one share of our common stock and (B) a 5-year warrant (the “Warrants”) to purchase one share of our common stock at an exercise price of $6.00 (subject to adjustments) (the “Private Placement”). Each purchaser of a Note will be issued a 5-year Purchase Option to purchase 0.139 Units for each dollar of Notes purchased We received gross proceeds of approximately $3.5 million (of which $3,351,200 was received in cash and $143,640 resulted from cancellation of indebtedness). Tribal Capital Markets, LLC acted as placement agent (the “Placement Agent”) in the Private Placement. We received approximately $3.08 million in net proceeds from the Private Placement, after deducting placement agent fees and selling agent fees payable to the Placement Agent and selling agent, respectively, and investor counsel in connection with the transaction. We used approximately $413,456 in proceeds to repay outstanding promissory notes and we intend to use the remaining proceeds for working capital and general corporate purposes. Pursuant to that certain Form of Secured Convertible Note entered into in connection with the Purchase Agreement (the “Form of Note”), interest on such Notes accrues at a rates of ten percent (10%) per annum and is payable either in cash or in shares of the Company’s common stock at the conversion price in the Note on each of the six and twelve month anniversary of the issuance date and on the maturity dates of November 15, 2021, December 22, 2020 and December 30, 2020 (the “Maturity Date”). All amounts due under the Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into our common stock at a fixed conversion price, which is subject to adjustment as summarized below. The Notes are initially convertible into our common stock at an initial fixed conversion price of $3.60 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and “full ratchet” anti-dilution provisions, among other adjustments. Upon any issuance by us of any of our equity securities, including Common Stock, for cash consideration, indebtedness or a combination thereof after the date hereof (a “Subsequent Equity Financing”), each holder shall have the option to convert the outstanding principal and accrued but unpaid interest of its Note into the number of fully paid and non-assessable shares of securities issued in the Subsequent Equity Financing (“Conversion Securities”) equal to the product of unpaid principal, together with the balance of unpaid and accrued interest and other amounts payable hereunder multiplied by 1.1, divided by the price per share paid by the investors for the Conversion Securities. A Note may not be converted and shares of common stock may not be issued under the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of our outstanding ordinary shares. We may prepay the Notes at any time in whole or in part by paying a s sum of money equal to 100% of the principal amount to be redeemed, together with accrued and unpaid interest plus a prepayment fee equal to one percent (1%) of the principal amount to be repaid. The Notes contain customary triggering events including but not limited to: (i) failure to make payments when due under the Notes; and (ii) bankruptcy or insolvency of the Company. If a triggering event occurs, each holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest thereon), in cash. The Notes are secured by the proceeds from the $3,000,000 milestone payment pursuant to Section 7.2(b) of the Distribution Agreement dated November 12, 2018 between the Obligor and Ferring International Center S.A. (“Ferring”), after such proceeds are actually received by us from Ferring, all pursuant to the terms of a Security Agreement entered into between us and the noteholders under the Securities Purchase Agreement. Reverse Stock Split On December 16, 2019, the Company’s stockholders approved a reverse stock split at a ratio of between 1-for 5 and 1-for-25, with discretion for the exact ratio to be approved by the Company’s board of directors. On February 19, 2020, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20. On May 21, 2020, we filed a certificate of change (with an effective date of May 26, 2020) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On May 22, 2020, we received notice from FINRA/OTC Corporate Actions that the reverse split would take effect at the open of business on May 26, 2020. In May 2020, the Company issued 11,500 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $48,730 to certain employees. On June 22, 2020, the Company was approved to receive a loan in the principal amount of $157,620 relating to the U.S. Small Business Administration’s Payment Protection Program, subject to completion of certain documentation. The loan will mature 18 months from the date of funding is payable over 18 equal monthly installments, and bears interest at a rate of 1% per annum. The loan is forgivable up to 100% of the principal balance based upon criteria under the Payment Protection Program if we meet such criteria during the term of the loan. The Company has evaluated subsequent events through the date the financial statements were released and there were no others. | NOTE 14 SUBSEQUENT EVENTS On January 13, 2020, INVO Bioscience, Inc. (the “ Company Agreement Medesole Pursuant to the Agreement, the Company and Medesole will form a joint venture entity incorporated and registered in India, which will operate under the name Medesole INVO Bioscience India Private Limited (the “ JV The JV will be governed by a board of four directors, and the Company and Medesole will each elect two directors. The Company and Medesole will each own 50% of the JV, and will share equally in the expenditures, revenues and profits of the JV. The Agreement has a term of three years and may be terminated by either party on 180 days’ prior written notice. On January 15, 2020, INVO Bioscience, Inc. (the “ Company Employment Agreement In connection with the Employment Agreement, on January 17, 2020, the Company granted Mr. Campbell 50,000 shares of Company common stock, and an option to purchase 200,000 shares of Company common stock (the “ Option In January 2020, the Company issued 50,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $221,400 to an officer. In February 2020, the Company issued 5,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $24,750 to an employee. In February 2020, the Company issued 4,956 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $25,000 to a board member. In February 2020, the Company issued 4,956 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $25,000 to a board member. In February 2020, the Company issued 3,000 shares of common stock under its 2019 Stock Incentive Plan with a fair value of $15,000 for consulting services. In February 2020, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 2,500 shares of common stock with a fair value of $11,500 in consideration of consulting services rendered. We did not receive any proceeds from the issuance. In March 2020, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 2,500 shares of common stock with a fair value of $11,500 in consideration of consulting services rendered. We did not receive any proceeds from the issuance. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Basis of Presentation The accompanying unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019, the condensed consolidated statements of operations, stockholders’ deficiency and cash flows for the three months ended March 31, 2020 and 2019 of INVO Bioscience, Inc. (the “Company”), and the related information contained in these notes have been prepared by management and are unaudited. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles for the periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. The preparation of our unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 Annual Report on Form 10-K previously filed by the Company with the Securities and Exchange Commission (SEC). The Company considers events or transactions that have occurred after the unaudited condensed consolidated balance sheet date of March 31, 2020, but prior to the filing of the unaudited condensed consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | Note 2 – Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Recently Adopted Accounting Pronouncements In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 – Notes Payable Notes Payable In August 2016, INVO Bioscience converted a long-time vendor’s outstanding accounts payable balance of $131,722 into a Promissory Note with a three year term that accrues interest at 5% per annum. The note provides for interest only payments on the first and second anniversaries of the note. The note is payable in full along with any outstanding accrued interest on August 9, 2019. The Company has the right to prepay the note at any time without a premium or penalty which it did in January 2019. The interest on this note for the three months ended March 31, 2019 was $489. The Note and all accrued interest were paid in full and as of March 31, 2020, the balance is $0. 2018 Convertible Notes Payable In April and May 2018, the Company issued convertible notes (the “2018 Convertible Notes”) payable to investors’ in the aggregate principal amount of $895,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. 2018 Convertible Notes with an aggregate principal amount of $550,000 are due on January 30, 2021, and 2018 Convertible Notes with an aggregate principal amount of $345,000 are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $4.00 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. During the fourth quarter of 2018, three note holders converted their notes with a value of $200,000 into 52,771 shares of common stock. During the three months ended March 31, 2019, a note holder converted principal and accrued interest of $50,000 and $3,723, respectively, into 13,431 shares of common stock. The Company calculated a beneficial conversion feature of the 2018 Convertible Notes based on ASU 17-11 in the form of a discount of $895,000; $36,487 and $93,237 of this amount was amortized to interest expense during the three months ended March 31, 2020 and 2019, respectively, based on the three year term of the notes. $37,377 was also amortized for a note that was converted during the first quarter of 2019. In addition, $9,424 and $14,870 of interest was expensed in the three months ended March 31, 2020 and 2019, respectively. The balance of these notes as of March 31, 2020 was $371,695 include the principal balance of $420,000, accrued interest of $89,518 net of the conversion discount of $137,823. The balance of these notes as of December 31, 2019 was $325,784 include the principal balance of $420,000, accrued interest of $80,094 net of the conversion discount of $191,461. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation (Share Exchange and Corporate Structure) On December 5, 2008, the Company completed a share exchange with Emy’s Salsa Aji Distribution Company, Inc. (“Emy’s”), a publicly registered shell corporation with no significant assets or operations. Emy’s was incorporated on July 11, 2005, under the laws of the State of Nevada under the name Certiorari Corp. In connection with the share exchange, INVO Bioscience became Emy’s wholly owned subsidiary and the INVO Bioscience shareholders acquired control of Emy’s. The Company accounted for the transaction as a recapitalization and the Company is the surviving entity. In connection with the share exchange, Emy’s shareholders retained 746,875 shares. Effective with the Agreement, all previously outstanding shares of Common Stock owned by the Company’s shareholders were exchanged for an aggregate of 1,915,375 shares of Emy’s common stock. Effective with the Agreement, Emy’s changed its name to INVO Bioscience, Inc. All references to “Common Stock,” “share” and “per share” amounts have been retroactively restated to reflect the exchange ratio of 357.0197 shares of INVO Bioscience Common Stock for one share of Emy’s common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented. The accompanying consolidated financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the merger with Emys. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had the amounts of cash and cash equivalents on its balance sheets as of December 31, 2019 and 2018 of $1,238,585 and $212,243, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventories consist of work in process (WIP) and finished products and are stated at the lower of cost or market; using the first-in, first-out (FIFO) method as a cost flow convention. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment The Company records property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. |
Share-based Payment Arrangement [Policy Text Block] | Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2019 2018 Loss to common shareholders (Numerator) $ (2,167,544 ) $ (3,076,091 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 7,767,806 7,366,625 The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2019 2018 Effect of dilutive common stock equivalents: Options 416,030 - Convertible notes and interest 136,518 301,010 Total 552,548 301,010 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” (formerly SFAS No. 107) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements” (SFAS 157), which provides a framework for measuring fair value under GAAP. ASC 820-10 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 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. |
Income Tax, Policy [Policy Text Block] | Income Taxes We are subject to income taxes in the United States and other domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. We use the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If a net operating loss (“NOL”) carryforward exists, we make a determination as to whether that NOL carryforward will be utilized in the future. A valuation allowance will be established for certain NOL carryforwards and other deferred tax assets where recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets is based upon estimates and assumptions related to our ability to generate sufficient future taxable income in certain tax jurisdictions. If these estimates and related assumptions change in the future, we will be required to adjust our deferred tax valuation allowances. As of December 31, 2019, we had unused federal net operating loss carryforwards (“NOLs”) of $14,131,281. These losses expire in various amounts at varying times beginning in 2027 with a portion carrying on indefinitely. Unless expiration occurs, these NOLs may be used to offset future taxable income and thereby reduce our income taxes otherwise payable. We recorded a valuation allowance against our deferred tax assets at December 31, 2019 and 2018 totaling $435,420 and $645,978, respectively. The valuation allowance has been established for certain deferred tax assets for which we believe it is more likely than not that the tax benefits will not be realized, which are primarily federal and state net operating loss carryforwards. If our expectations for future operating results on a consolidated basis or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, we may need to adjust the valuation allowance, for all or a portion of our deferred tax assets. Our income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in our valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on our future earnings. IRC §382 of the Internal Revenue Code of 1986, as amended imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its NOLs to reduce its tax liability. An “ownership change” is generally defined as any change in ownership of more than 50% of a corporation’s “stock” by its “5-percent shareholders” over a rolling three-year period based upon each of those shareholder’s lowest percentage of stock owned during such period, in line with the change in ownership that occurred in 2007. At this time, we do not believe this limitation, when combined with amounts allowable due to net unrecognized built in gains, will affect our ability to use any NOLs before they expire. However, no such assurances can be provided. If our ability to utilize our NOLs to offset taxable income generated in the future is subject to this limitation, it could have an adverse effect on our business, prospects, results of operations and financial condition. |
Segment Reporting, Policy [Policy Text Block] | Business Segments The Company operates in one segment and therefore segment information is not presented. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. As of December 31, 2019, the Company had cash balances in excess of FDIC limits. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenues for products, including: INVOcell®, INVO TM Retention System, and INVO Microscope Holding Block are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is shipped from the Consignor to the customer. In January 2019, we announced a U.S. license and distribution agreement with Ferring International Center S.A. (“Ferring”) and as a result took a significant step to strengthen the Company that we believe will support our ability to implement our overall business plan. We believe that this strategic partnership with a strong reproductive organization such as Ferring Pharmaceuticals will provide us with the necessary sales and marketing resources within the United States to expand the market and help reach all of those couples not receiving reproductive treatments today. The agreement calls for the issuance of an initial upfront payment of $5,000,000 which we received upon the signing of the agreement, ongoing product revenue, and then subsequent licensing fee payment of $3,000,000 that will provide us with a source of non-dilutive financing to execute our plan. Under the terms of the agreement we can pursue developing international markets and as well as partnering and opening INVO-only reproductive centers within the U.S. market. We believe this major milestone and agreement is a critical step that allows the Company to implement its mission of expanding access to care in the fertility marketplace. The initial upfront payment of $5,000,000 which we received upon the signing of the agreement is being recognized to income over the 7 year term. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the enterprise are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded from January 5, 2007 (inception) to December 31, 2019. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein. ASU 606 supersedes existing guidance on revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The Company adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts that were not completed or substantially completed as of January 1, 2018. The timing and measurement of revenue recognition under the new standard is not materially different than under the old standard. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. We have adopted ASC 606, Revenue from Contracts with Customers . Revenue Recognition In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). The updated standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 did not have an impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The updated standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company adopted ASU 2016-18 as of January 1, 2018. The adoption of ASU 2016-18 did not have a material effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) (“ASU 2017-09”). The updated standard clarifies when an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award. ASU 2017-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2017-09 as of January 1, 2018. The adoption of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted the standard effective January 1, 2019. The standard allows a number of optional practical expedients to use for transition. The Company choose the certain practical expedients allowed under the transition guidance which permitted us to not to reassess any existing or expired contracts to determine if they contain embedded leases, to not to reassess our lease classification on existing leases, to account for lease and non-lease components as a single lease component for equipment leases, and whether initial direct costs previously capitalized would qualify for capitalization under FASB ASC 842. The new standard also provides practical expedients and recognition exemptions for an entity's ongoing accounting policy elections. The Company has elected the short-term lease recognition for all leases that qualify, which means that we do not recognize a ROU asset and lease liability for any lease with a term of twelve months or less. The most significant impact of adopting the standard was the recognition of ROU assets and lease liabilities for operating leases on the Company's consolidated balance sheet but it did not have an impact on the Company's consolidated statements of operations or consolidated statements of cash flows. The Company did not have a cumulative effect on adoption prior to January 1, 2019. In July 2017, FASB issued ASU 2017-11 (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). The new standard simplifies the accounting for certain financial instruments with down round features. Part I of ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments, such as warrants and embedded conversion features, such that a down round feature is disregarded when assessing whether the instrument is indexed to an entity’s own stock under Subtopic 815-40, Contracts in Entity’s Own Equity. As a result, a down round feature, by itself, no longer requires an instrument to be re-measured at fair value through earnings each period, although all other aspects of the indexation guidance under Subtopic 815-40 continue to apply. Part II of ASU 2017-11 re-characterizes the indefinite deferral of certain provisions of Topic 480, Distinguishing Liabilities from Equity, (currently presented as pending content in the Codification) as a scope exception. No change in practice is expected as a result of these amendments. The new standard is effective for fiscal years beginning after December 15, 2018, early adoption is permitted. The amendments in Part II have no accounting impact and therefore do not have an associated effective date. The Company decided to early adopt this ASU 2017-11 and applied it to the convertible notes it issued during the quarter which are reflected in this Form 10-K. Management was not aware of any accounting issued, but not yet effective accounting standards, if currently adopted would have material effect on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2019 and 2018, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2019 2018 Loss to common shareholders (Numerator) $ (2,167,544 ) $ (3,076,091 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 7,767,806 7,366,625 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2019 2018 Effect of dilutive common stock equivalents: Options 416,030 - Convertible notes and interest 136,518 301,010 Total 552,548 301,010 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current [Table Text Block] | As of March 31, 2020, and December 31, 2019, the Company recorded the following inventory balances: March 31, 2020 December 31, 2019 Raw Materials $ 66,763 $ 44,333 Work in Process - 55,502 Finished Goods 95,520 1,552 Total Inventory, net $ 162,283 $ 101,387 | The Company had inventory in the following amounts: December 31, 2019 December 31, 2018 Raw Materials 44,333 - Work in Process $ 55,502 $ 30,689 Finished Goods 1,552 12,824 Total Inventory $ 101,387 $ 43,513 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT (Tables) [Line Items] | ||
Property, Plant and Equipment [Table Text Block] | March 31, 2020 December 31, 2019 Manufacturing Equipment $ 132,513 $ 132,513 Medical equipment 20,528 - Office equipment 2,689 2,689 Accumulated Depreciation (44,675 ) (42,147 ) Total $ 111,055 $ 93,055 | December 31, 2019 December 31, 2018 Manufacturing Equipment- Molds $ 132,513 $ 70,363 Office equipment 2,689 - Accumulated Depreciation (42,147 ) (35,917 ) $ 93,055 $ 34,446 |
Estimated Useful Life [Member] | ||
PROPERTY AND EQUIPMENT (Tables) [Line Items] | ||
Property, Plant and Equipment [Table Text Block] | The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2020 and December 31, 2019: Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years | The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows: Estimated Useful Life Molds 3 to 10 years Office equipment 7 years |
PATENTS (Tables)
PATENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | As of March 31, 2020, and December 31, 2019, the Company recorded the following patent balances: March 31, 2020 December 31, 2019 Total Patents $ 77,722 $ 77,722 Accumulated Amortization (70,940 ) (70,488 ) Patent costs, net $ 6,782 $ 7,234 | The Company has recorded the following patent costs: December 31, 2019 December 31, 2018 Total Patents $ 77,722 $ 77,743 Accumulated Amortization (70,488 ) (65,951 ) Patent costs, net $ 7,234 $ 11,792 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The Company recorded amortization expense as follows: Twelve Months Ended December 31, 2019 2018 $ 4,558 $ 4,536 | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense as of March 31, 2020 is as follows: Years ended December 31, 2020 – remaining nine months $ 1,357 2021 1,809 2022 1,809 2023 1,807 2024 and thereafter - Total $ 6,782 | Estimated amortization expense as of December 31, 2019 is as follows: Years ended December 31, 2020 $ 1,809 2021 1,809 2022 1,809 2023 1,807 2024 and thereafter - Total $ 7,234 |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | As of March 31, 2020, and December 31, 2019, the Company recorded the following trademarks balances: March 31, 2020 December 31, 2019 Total Trademarks $ 54,474 $ 49,867 Accumulated Amortization - - Trademarks, net $ 54,474 $ 49,867 | As of December 31, 2019, and December 31, 2018, the Company recorded the following trademarks balances: December 31, 2019 December 31, 2018 Total Trademarks $ 49,867 $ - Accumulated Amortization - - Trademarks, net $ 49,867 $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Lessee, Operating Lease, Disclosure [Table Text Block] | As of March 31, 2020, the Company's lease components included in the consolidated balance sheet were as follows: Lease component Classification March 31, 2020 Assets ROU assets - operating lease Other assets $ 96,354 Total ROU assets $ 96,354 Liabilities Current operating lease liability Current liabilities $ 21,704 Long-term operating lease liability Other liabilities 75,992 Total lease liabilities $ 97,696 | As of December 31, 2019, the Company's lease components included in the consolidated balance sheet were as follows: Lease component Classification December 31, 2019 Assets ROU assets - operating lease Other assets $ 101,883 Total ROU assets $ 101,883 Liabilities Current operating lease liability Current liabilities $ 21,365 Long-term operating lease liability Other liabilities 81,494 Total lease liabilities $ 102,859 |
Lease, Cost [Table Text Block] | Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Three months ended March 31, 2020 Operating lease costs $ 6,288 Total rent expense $ 6,288 | Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Twelve months ended December 31, 2019 Operating lease costs $ 16,830 Short term lease cost 3,000 Total rent expense $ 19,830 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under non-cancellable leases were as follows: March 31, 2020 2020 - remaining nine months $ 18,239 2021 24,886 2022 25,633 2023 26,402 2024 8,886 2025 and beyond - Total future minimum lease payments $ 104,046 Less: Interest 6,350 Total operating lease liabilities $ 97,696 Current operating lease liability $ 21,704 Long-term operating lease liability 75,992 Total operating lease liabilities $ 97,696 | Future minimum lease payments under non-cancellable leases were as follows: December 31, 2019 2020 $ 24,161 2021 24,886 2022 25,633 2023 26,402 2024 8,886 2025 and beyond - Total future minimum lease payments $ 109,968 Less: Interest 7,109 Total operating lease liabilities $ 102,859 Current operating lease liability $ 21,365 Long-term operating lease liability 81,494 Total operating lease liabilities $ 102,859 |
OTHER RELATED PARTY TRANSACTI_2
OTHER RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Schedule of Related Party Transactions [Table Text Block] | Principal balances of the Related Party loans were as follows: March 31, 2020 December 31, 2019 James Bowdring Family – 2018 Convertible Notes 46,872 45,975 Less discount (13,720 ) (17,151 ) Total, net of discount $ 33,152 $ 28,824 | Principal balances of the Related Party loans were as follows: December 31, 2019 December 31, 2018 Claude Ranoux Note $ - $ - James Bowdring Family - 2011 Notes - 35,000 James Bowdring Family – 2018 Convertible Notes 45,975 40,000 Kathleen Karloff Note - 62,743 Less discount (17,151 ) (30,913 ) Total, net of discount $ 28,824 $ 106,830 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, Mr. Bowdring, and Mr. Campbell for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: December 31, 2019 2018 Accounts payable and accrued liabilities $ 13,018 $ 1,700 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | ||
Schedule of Stock Options Roll Forward [Table Text Block] | The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our Common Stock on the OTCQB Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2019 416,030 $ 5.20-5.80 $ 5.20 $ - 18,009 $ 5.20 $ - Forfeited - $ - $ - - - - - Vested 99,927 4.60 Exercised - $ - $ - - - - - Granted 263,780 $ 4.20-5.20 $ 4.40 - - - - Balance at March 31, 2020 679,810 $ 4.20-5.80 $ 5.00 $ - 117,936 $ 4.60 $ - (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. | The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. The prices represent the closing price of our Common Stock on the OTCQB Market on the respective dates. Options Outstanding Options Exercisable Number of Shares Price per Share Range Weighted Average Exercise Price Aggregate Intrinsic Value (1) Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at December 31, 2018 - $ - $ - $ - - $ - $ - Forfeited - $ - $ - - - - - Exercised - $ - $ - - - - - Granted 416,030 $ 5.20-5.80 $ 5.20 - - - - Balance at December 31, 2019 416,030 $ 5.20-5.80 $ 5.20 $ - 18,009 $ 5.20 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Three Months ended March 31, 2020 2019 Risk-free interest rate range 0.48 to 1.65 % - % Expected life of option-years 5.20 to 5.77 - Expected stock price volatility 110.8 to 128.0 % - % Expected dividend yield - % - % | The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Years ended December 31, 2019 2018 Risk-free interest rate range 1.6 % - Expected life of option-years 2.9 - Expected stock price volatility 117 % - % Expected dividend yield - % - % |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executes, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price of Options Exercisable Year ended December 31, 2019 $ 5.20-5.80 416,030 2.6 $ 5.20 18,009 $ 5.10 Three Months ended March 31, 2020 $ 4.20-5.80 679,810 3.6 $ 5.00 117,936 $ 4.66 Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 21, 2019 - 69,787 Three months ended March 31, 2020 $ - $ 378,537 | The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executes, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price of Options Exercisable Year ended December 31, 2018 $ - - - $ - - $ - Year ended December 31, 2019 $ 5.20-5.80 416,030 2.6 $ 5.20 18,009 $ 5.20 Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 21, 2018 - - Year ended December 31, 2019 $ - $ 69,787 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes our aggregate restricted stock awards and restricted stock unit activity during the three months ended March 31, 2020: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2019 16,667 $ 6.00 $ 100,000 Granted 69,912 $ 4.58 $ 320,140 Vested (57,895 ) $ 4.59 $ (265,963 ) Forfeitures (- ) $ - $ (- ) Balance at March 31, 2020 26,684 $ 5.78 $ 154,178 | The following table summarizes our aggregate restricted stock awards and restricted stock unit activity in 2019: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at December 31, 2018 - $ - $ - Granted 20,000 $ 6.00 $ 120,000 Vested (3,333 ) $ 6.00 $ (20,000 ) Forfeitures (- ) $ - $ (- ) Balance at December 31, 2019 16,667 $ 6.00 $ 100,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes consists of the following for the year ended December 31, 2019 and 2018: December 31 2019 2018 Federal income taxes: Current - - Deferred 349 - Total federal income taxes 349 - State income taxes: Current 1,824 - Deferred 84 - Total state income taxes 1,908 - Total income taxes $ 2,257 $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2019 federal statutory rate as compared to the effective income tax rate is as follows: December 31 2019 2018 Pre-tax book income $ (461,117 ) 21.0 % $ (645,978 ) 21.0 % State Tax Expense, net 1,524 (0.1 %) - - Permanent Items 26,430 (1.2 %) - - Valuation Allowance 435,420 (19.8 %) 645,978 (21.0 %) Total Expense $ 2,257 (0.1 %) $ - - % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2019 and 2018, are as follows: December 31 2019 2018 Deferred tax assets: Accrued Compensation $ 102,049 $ - Amortization of Discount Notes Payable 99,635 - Lease (ASC 842) 25,715 - Deferred Revenue 1,112,807 - Net Operating Losses 3,111,504 4,124,005 Gross deferred tax assets 4,451,710 4,124,005 Less: Valuation Allowance (4,401,714 ) (4,124,005 ) Net deferred tax asset: 49,996 - Deferred tax liabilities: Fixed Assets (24,281 ) - ROU Lease (ASC 842) (25,715 ) - Trademark Amortization (433 ) - Net deferred tax liability (50,429 ) - Net deferred tax asset / (liability) $ (433 ) $ - |
CONTRACTS WITH CUSTOMERS (Table
CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Disaggregation of Revenue [Table Text Block] | For the three months ended March 31, 2020 and 2019 the source of revenue was derived from: March 31, 2020 March 31, 2019 Domestic product revenue $ 80,000 $ 10,860 Domestic Licensing Fee 178,571 178,572 Total revenue $ 258,571 $ 189,432 | For the twelve months ended December 31, 2019 and 2018 the source of revenue was derived from: December 31, 2019 December 31, 2018 Domestic Product revenue $ 765,927 $ 494,375 Domestic licensing fee 714,286 - Total revenue $ 1,480,213 $ 494,375 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) | Jan. 14, 2019USD ($) | Dec. 05, 2008shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,238,585 | $ 212,243 | $ 350,000 | $ 3,057,466 | $ 25,759 | ||
Operating Loss Carryforwards | 14,131,281 | ||||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 435,420 | $ 645,978 | |||||
Number of Reportable Segments | 1 | ||||||
Proceeds from License Fees Received | $ 5,000,000 | $ 5,000,000 | |||||
License Fee Revenue Used for Payment of Liabilities and Fund General Operation | $ 3,000,000 | ||||||
Minimum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | 3 | ||||||
Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | ||||||
Emy's Salsa Aji Distribution Company, Inc. ("Emy's") [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Share Exchange, Number of Shares Retained (in Shares) | shares | 746,875 | ||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 1,915,375 | ||||||
Share Exchange Ratio (in Shares) | shares | 357.0197 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Loss to common shareholders (Numerator) | $ (2,167,544) | $ (3,076,091) |
Basic and diluted weighted-average number of common shares outstanding (Denominator) | 7,767,806 | 7,366,625 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 552,548 | 301,010 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 416,030 | 0 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 136,518 | 301,010 |
REVERSE STOCK SPLIT (Details)
REVERSE STOCK SPLIT (Details) | May 26, 2020 |
Reverse Stock Split [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 1-for-20 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) | Jan. 14, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Proceeds from License Fees Received | $ 5,000,000 | $ 5,000,000 | |||||
Increase (Decrease) in Other Accrued Liabilities | 3,800,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 350,000 | $ 3,057,466 | $ 1,238,585 | 1,238,585 | $ 212,243 | $ 25,759 | |
Net Income (Loss) Attributable to Parent | (1,444,392) | (458,570) | (2,167,544) | (2,167,544) | (3,076,091) | ||
Working Capital (Deficit) | 1,234,432 | 42,330 | 42,330 | (2,770,461) | |||
Stockholders' Equity Attributable to Parent | (4,435,049) | (3,102,470) | $ (3,713,595) | (3,713,595) | (2,724,223) | $ (4,992,112) | |
Net Cash Provided by (Used in) Operating Activities | $ (863,450) | $ 3,088,088 | $ 1,370,513 | $ (652,971) |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory, Current - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Inventory, Current [Abstract] | |||
Raw Materials | $ 66,763 | $ 44,333 | $ 0 |
Work in Process | 0 | 55,502 | 30,689 |
Finished Goods | 95,520 | 1,552 | 12,824 |
Total Inventory | $ 162,283 | $ 101,387 | $ 43,513 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 2,528 | $ 1,137 | $ 6,230 | $ 654 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment, Estimated Useful Life | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Tools, Dies and Molds [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Tools, Dies and Molds [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | 7 years |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | 7 years |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation | $ (44,675) | $ (42,147) | $ (35,917) |
Total | 111,055 | 93,055 | 34,446 |
Tools, Dies and Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and Equipment, gross | 132,513 | 70,363 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and Equipment, gross | $ 2,689 | $ 2,689 | $ 0 |
PATENTS (Details)
PATENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 452 | $ 834 | $ 4,558 | $ 4,536 |
PATENTS (Details) - Schedule of
PATENTS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived Intangible Assets [Abstract] | |||
Total Patents | $ 77,722 | $ 77,722 | $ 77,743 |
Accumulated Amortization | (70,940) | (70,488) | (65,951) |
Patent costs, net | $ 6,782 | $ 7,234 | $ 11,792 |
PATENTS (Details) - Finite-live
PATENTS (Details) - Finite-lived Intangible Assets Amortization Expense - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets Amortization Expense [Abstract] | ||||
Amortization expense | $ 452 | $ 834 | $ 4,558 | $ 4,536 |
PATENTS (Details) - Schedule _2
PATENTS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |||
2020 | $ 1,809 | ||
2021 | $ 1,809 | 1,809 | |
2022 | 1,809 | 1,809 | |
2023 | 1,807 | 1,807 | |
2024 and thereafter | 0 | 0 | |
Total | $ 6,782 | $ 7,234 | $ 11,792 |
PATENTS (Details) - Schedule _3
PATENTS (Details) - Schedule of Indefinite-Lived Intangible Assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Indefinite-Lived Intangible Assets [Abstract] | |||
Total Trademarks | $ 54,474 | $ 49,867 | $ 0 |
Accumulated Amortization | 0 | 0 | 0 |
Trademarks, net | $ 54,474 | $ 49,867 | $ 0 |
LEASES (Details)
LEASES (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 5 years | 5 years |
Lessee, Operating Lease, Renewal Term | 3 years | 3 years |
Applicable Federal Rate | 3.00% | 3.00% |
LEASES (Details) - Lessee, Oper
LEASES (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
ROU assets - operating lease | $ 96,354 | $ 101,883 | $ 0 |
Total ROU assets | 96,354 | 101,883 | |
Liabilities | |||
Current operating lease liability | 21,704 | 21,365 | 0 |
Long-term operating lease liability | 75,992 | 81,494 | $ 0 |
Total lease liabilities | $ 97,696 | $ 102,859 |
LEASES (Details) - Lease, Cost
LEASES (Details) - Lease, Cost - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 6,288 | $ 16,830 |
Short term lease cost | 3,000 | |
Total rent expense | $ 6,288 | $ 19,830 |
LEASES (Details) - Lessee, Op_2
LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |||
2020 | $ 18,239 | $ 24,161 | |
2021 | 24,886 | 24,886 | |
2022 | 25,633 | 25,633 | |
2023 | 26,402 | 26,402 | |
2024 | 8,886 | 8,886 | |
2025 and beyond | 0 | 0 | |
Total future minimum lease payments | 104,046 | 109,968 | |
Less: Interest | 6,350 | 7,109 | |
Total operating lease liabilities | 97,696 | 102,859 | |
Current operating lease liability | 21,704 | 21,365 | $ 0 |
Long-term operating lease liability | $ 75,992 | $ 81,494 | $ 0 |
CONVERTIBLE NOTES AND NOTES P_2
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) | May 31, 2018USD ($)$ / shares | Aug. 31, 2016USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Converted Account Payable to Promissory Note [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 131,722 | ||||||
Debt Instrument, Term | 3 years | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||
Interest Expense, Debt | $ 489 | $ 489 | $ 6,586 | ||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 9,823 | ||||||
Interest Payable, Current | $ 0 | 0 | |||||
The 2018 Convertible Notes [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 895,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||
Interest Expense, Debt | 9,424 | 14,870 | 43,712 | 53,564 | |||
Interest Payable, Current | $ 16,650 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 4 | ||||||
Number of Note Holders | 3 | ||||||
Debt Conversion, Original Debt, Amount | $ 37,377 | $ 200,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 13,431 | 52,772 | 13,431 | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 895,000 | ||||||
Amortization of Debt Discount (Premium) | 36,487 | $ 93,237 | $ 155,939 | $ 366,126 | |||
Convertible Debt | 371,695 | 325,784 | |||||
Debt Instrument, Unamortized Discount | 137,823 | 191,461 | |||||
The 2018 Convertible Notes [Member] | Principal [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 50,000 | ||||||
The 2018 Convertible Notes [Member] | Accrued Interest [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | 3,723 | ||||||
The 2018 Convertible Notes [Member] | Note Holder #2 [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 185,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 46,250 | ||||||
The 2018 Convertible Notes [Member] | Principal [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Interest Payable, Current | 89,518 | ||||||
Debt Conversion, Original Debt, Amount | 50,000 | ||||||
Convertible Debt | $ 420,000 | $ 460,000 | |||||
The 2018 Convertible Notes [Member] | Accrued Interest [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Conversion, Original Debt, Amount | $ 3,723 | ||||||
Convertible Debt | $ 80,094 | ||||||
The 2018 Convertible Notes, Due January 30, 2021 [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Convertible Notes Payable | 550,000 | ||||||
The 2018 Convertible Notes, Due March 31, 2021 [Member] | |||||||
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | |||||||
Convertible Notes Payable | $ 345,000 |
OTHER RELATED PARTY TRANSACTI_3
OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) | Aug. 07, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | May 31, 2009 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2011 | Apr. 30, 2011 | Mar. 26, 2009 | Mar. 05, 2009 |
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 33,152 | $ 9,087 | $ 33,152 | $ 9,087 | $ 0 | $ 0 | $ 9,087 | |||||||||||||||||||||||
Repayments of Related Party Debt | $ 62,743 | 97,743 | 113,145 | |||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 33,152 | 106,830 | 33,152 | 106,830 | 28,824 | 28,824 | 106,830 | |||||||||||||||||||||||
Interest Expense, Related Party | 897 | 1,751 | 5,975 | 21,976 | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | $ 160,000 | $ 53,723 | 158,667 | $ 52,416 | 0 | 53,723 | 238,723 | 211,083 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | 0 | 0 | 0 | 47,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500 | 2,500 | 1,000 | 2,500 | 3,000 | 17,000 | 17,616 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 11,500 | $ 11,500 | $ 4,400 | $ 15,000 | $ 26,600 | $ 174,800 | 38,000 | 26,600 | $ 43,664 | 46,000 | 1,843,664 | |||||||||||||||||||
Operating Leases, Rent Expense | 3,000 | |||||||||||||||||||||||||||||
Accounts Payable, Related Parties | 0 | 0 | 13,018 | |||||||||||||||||||||||||||
The 2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 895,000 | |||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 37,377 | 200,000 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4 | |||||||||||||||||||||||||||||
President, Director, and Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 96,462 | $ 21,888 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||
Repayments of Related Party Debt | 21,888 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 88,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 5.00% | ||||||||||||||||||||||||||||
Repayments of Related Party Debt | 91,257 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 13,000 | $ 66,000 | ||||||||||||||||||||||||||||
Notes Payable, Related Parties | 62,743 | 62,743 | 0 | 0 | 62,743 | |||||||||||||||||||||||||
Interest Expense, Related Party | 6,574 | 15,278 | ||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Principal [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 62,743 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 55,000 | |||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 65,197 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||||||||||||
Interest Expense, Related Party | 1,493 | 2,500 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.1300 | $ 0.60 | ||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | 2011 Notes [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000 | |||||||||||||||||||||||||||||
Notes Payable, Related Parties | 35,000 | 35,000 | 0 | 0 | 35,000 | |||||||||||||||||||||||||
Interest Expense, Related Party | 597 | 1,000 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.20 | |||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | The 2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | |||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 46,872 | $ 40,000 | 46,872 | $ 40,000 | $ 45,975 | 45,975 | 40,000 | |||||||||||||||||||||||
Interest Expense, Related Party | 3,599 | 2,376 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4 | |||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | Building [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Operating Leases, Rent Expense | 3,000 | 5,600 | ||||||||||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 8,168 | $ 2,130 | ||||||||||||||||||||||||||||
Charles Mulrey and Family [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 7,500 | |||||||||||||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 4 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 30,000 | |||||||||||||||||||||||||||||
One of Directors, Dr. Kevin Doody [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 151,000 | 150,000,000,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,540,000 | $ 1,530,000 | ||||||||||||||||||||||||||||
Guarantor Subsidiaries [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense, Related Party | 0 | 616 | ||||||||||||||||||||||||||||
Guarantor Subsidiaries [Member] | 2011 Notes [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense, Related Party | 0 | 247 | ||||||||||||||||||||||||||||
Guarantor Subsidiaries [Member] | The 2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense, Related Party | 3,431 | 3,393 | ||||||||||||||||||||||||||||
Guarantor Subsidiaries [Member] | Building [Member] | ||||||||||||||||||||||||||||||
OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||
Operating Leases, Rent Expense | 0 | 1,800 | ||||||||||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | $ 778 |
OTHER RELATED PARTY TRANSACTI_4
OTHER RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Transactions - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 33,152 | $ 28,824 | $ 106,830 |
Less discount | (13,720) | (17,151) | (30,913) |
The 2018 Convertible Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Less discount | (137,823) | (191,461) | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | 0 | 0 | |
Immediate Family Member of Management or Principal Owner [Member] | 2011 Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | 0 | 35,000 | |
Immediate Family Member of Management or Principal Owner [Member] | The 2018 Convertible Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 46,872 | 45,975 | 40,000 |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 0 | $ 62,743 |
OTHER RELATED PARTY TRANSACTI_5
OTHER RELATED PARTY TRANSACTIONS (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable and accrued liabilities | $ 13,018 | $ 1,700 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Nov. 11, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2011 |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,500 | 2,500 | 1,000 | 2,500 | 3,000 | 17,000 | 17,616 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 11,500 | $ 11,500 | $ 4,400 | $ 15,000 | $ 26,600 | $ 174,800 | $ 38,000 | $ 26,600 | $ 43,664 | $ 46,000 | $ 1,843,664 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,250 | 40,000 | 13,431 | 39,667 | 13,104 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | $ 160,000 | $ 53,723 | $ 158,667 | $ 52,416 | 0 | 53,723 | $ 238,723 | 211,083 | |||||||||||||||
Stock Issued During Period, Shares, Other | 15,000 | 15,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 93,750 | $ 93,750 | ||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 0 | $ 0 | $ 0 | $ 47,000 | ||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 44,365 | 244,754 | ||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 349,602 | $ 1,914,831 | ||||||||||||||||||||||
2019 Plan [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 3,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 15,000 | |||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 50,000 | |||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 221,400 | |||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 25,000 | |||||||||||||||||||||||
Employee [Member] | 2019 Plan [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 5,000 | |||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 24,750 | |||||||||||||||||||||||
Director [Member] | 2019 Plan [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 4,956 | |||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 25,000 | |||||||||||||||||||||||
Restricted Stock [Member] | One of Directors, Dr. Kevin Doody [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 151,000 | 150,000,000,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,540,000 | $ 1,530,000 | ||||||||||||||||||||||
Investors [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 47,000 | |||||||||||||||||||||||
Investors [Member] | Principal [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,000 | |||||||||||||||||||||||
Management and Board Members [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 60,000 | |||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 138,000 | |||||||||||||||||||||||
Private Placement [Member] | Restricted Stock [Member] | Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||||||||||||||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,500 | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 30,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years 219 days | 2 years 219 days | 0 years | ||
Share-based Payment Arrangement, Noncash Expense | $ 381,475 | $ 0 | $ 69,787 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | 57,895 | 3,333 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 69,912 | 20,000 | |||
Restricted Stock [Member] | |||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Payment Arrangement, Noncash Expense | $ 265,963 | $ 17,750 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,731,179 | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 20,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Shares issued to employees vest monthly over 1 year on the anniversary dates of their grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | 57,895 | 3,333 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 154,178 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 69,912 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 100,000 | ||||
2019 Plan [Member] | |||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 800,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 4 | $ 4 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 219 days | 2 years 219 days | |||
Share-based Payment Arrangement, Noncash Expense | $ 381,475 | $ 69,787 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 219 days | ||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,628,929 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,794,251 | ||||
2019 Plan [Member] | Minimum [Member] | |||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||
2019 Plan [Member] | Maximum [Member] | |||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 10 years |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details) - Schedule of Stock Options Roll Forward - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | Dec. 31, 2018 | ||||
STOCK OPTIONS AND WARRANTS (Details) - Schedule of Stock Options Roll Forward [Line Items] | |||||||
Balance, Options Outstanding, Number of Shares (in Shares) | 416,030 | 0 | |||||
Balance, Options Outstanding, Weighted Average Exercise Price | $ 5 | $ 5.20 | $ 5.20 | ||||
Balance, Options Outstanding, Aggregate Intrinsic Value (in Dollars) | $ 0 | [1] | $ 0 | [1] | |||
Balance, Options Exercisable, Aggregate Intrinsic Value (in Dollars) | [1] | $ 0 | $ 0 | ||||
Balance, Options Exercisable, Number of Shares (in Shares) | 18,009 | 0 | |||||
Balance, Options Exercisable, Weighted Average Exercise Price | $ 4.60 | $ 5.20 | $ 0 | ||||
Granted, Options Outstanding (in Shares) | 263,780 | 416,030 | |||||
Granted, Options Outstanding | $ 4.40 | $ 5.20 | |||||
Balance, Options Outstanding, Number of Shares (in Shares) | 679,810 | 416,030 | |||||
Balance, Options Exercisable, Number of Shares (in Shares) | 117,936 | 18,009 | |||||
Minimum [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) - Schedule of Stock Options Roll Forward [Line Items] | |||||||
Balance, Options Outstanding, Price per Share Range | $ 4.20 | $ 5.20 | $ 5.20 | ||||
Granted, Options Outstanding | 4.20 | 5.20 | |||||
Maximum [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) - Schedule of Stock Options Roll Forward [Line Items] | |||||||
Balance, Options Outstanding, Price per Share Range | 5.80 | 5.80 | $ 5.80 | ||||
Granted, Options Outstanding | $ 5.20 | $ 5.80 | |||||
[1] | The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ||||
Risk-free interest rate range | 0.00% | 1.60% | 0.00% | |
Expected life of option-years | 0 years | 2 years 328 days | 0 years | |
Expected stock price volatility | 0.00% | 117.00% | 0.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options Outstanding (in Shares) | 679,810 | 416,030 | 0 | 416,030 |
Weighted Average Remaining Life in Years | 3 years 219 days | 2 years 219 days | 0 years | |
Weighted Average Exercise Price | $ 5 | $ 5.20 | $ 0 | |
Options Exercisable (in Shares) | 117,936 | 18,009 | 0 | |
Weighted Average Exercise Price of Options Exercisable | $ 4.60 | $ 5.20 | $ 0 | |
Total Intrinsic Value of Options Exercised (in Dollars) | $ 0 | $ 0 | $ 0 | |
Total Fair Value of Options Vested (in Dollars) | $ 378,537 | $ 69,787 | ||
Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices | $ 4.20 | $ 5.20 | $ 5.20 | |
Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices | $ 5.80 | $ 5.80 | $ 5.80 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Nonvested Restricted Stock Shares Activity [Abstract] | ||
Balance, Number of Unvested Shares | 16,667 | |
Balance, Weighted Average Grant Date Fair Value | $ 6 | |
Balance, Aggregate Value of Unvested Shares | $ 154,178 | $ 100,000 |
Granted, Number of Unvested Shares | 69,912 | 20,000 |
Granted, Weighted Average Grant Date Fair Value | $ 4.58 | $ 6 |
Granted, Aggregate Value of Unvested Shares | $ 320,140 | $ 120,000 |
Vested, Number of Unvested Shares | (57,895) | (3,333) |
Vested, Weighted Average Grant Date Fair Value | $ 4.59 | $ 6 |
Vested, Aggregate Value of Unvested Shares | $ (265,963) | $ (20,000) |
Forfeitures, Number of Unvested Shares | 0 | 0 |
Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Forfeitures, Aggregate Value of Unvested Shares | $ 0 | $ 0 |
Balance, Number of Unvested Shares | 26,684 | 16,667 |
Balance, Weighted Average Grant Date Fair Value | $ 5.78 | $ 6 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards | $ 14,131,281 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 11,403,417 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 2,727,864 | |||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 433 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | (0.10%) | 0.00% |
State and Local Jurisdiction [Member] | ||||
INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards | $ 6,785,450 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 4,659,523 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 2,125,927 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal income taxes: | ||
Current | $ 0 | $ 0 |
Deferred | 349 | 0 |
Total federal income taxes | 349 | 0 |
State income taxes: | ||
Current | 1,824 | 0 |
Deferred | 84 | 0 |
Total state income taxes | 1,908 | 0 |
Total income taxes | $ 2,257 | $ 0 |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||||
Pre-tax book income | $ (461,117) | $ (645,978) | ||
Pre-tax book income | 21.00% | 21.00% | ||
State Tax Expense, net | $ 1,524 | $ 0 | ||
State Tax Expense, net | (0.10%) | 0.00% | ||
Permanent Items | $ 26,430 | $ 0 | ||
Permanent Items | (1.20%) | 0.00% | ||
Valuation Allowance | $ 435,420 | $ 645,978 | ||
Valuation Allowance | (19.80%) | (21.00%) | ||
Total Expense | $ 2,257 | $ 0 | ||
Total Expense | 0.00% | 0.00% | (0.10%) | 0.00% |
INCOME TAXES (Details) - Sche_3
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Accrued Compensation | $ 102,049 | $ 0 |
Amortization of Discount Notes Payable | 99,635 | 0 |
Lease (ASC 842) | 25,715 | 0 |
Deferred Revenue | 1,112,807 | 0 |
Net Operating Losses | 3,111,504 | 4,124,005 |
Gross deferred tax assets | 4,451,710 | 4,124,005 |
Less: Valuation Allowance | (4,401,714) | (4,124,005) |
Net deferred tax asset: | 49,996 | 0 |
Fixed Assets | (24,281) | 0 |
ROU Lease (ASC 842) | (25,715) | 0 |
Trademark Amortization | (433) | 0 |
Net deferred tax liability | (50,429) | 0 |
Net deferred tax asset / (liability) | $ (433) | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jan. 17, 2020 | Jan. 15, 2020 | Nov. 11, 2019 | Oct. 10, 2019 | Aug. 07, 2019 | Nov. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2011 | Apr. 30, 2011 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Payments for Legal Settlements | $ 90,000 | |||||||||||
Stock Issued During Period, Shares, Other | 15,000 | 15,000 | ||||||||||
Stock Issued During Period, Value, Other | $ 93,750 | $ 93,750 | ||||||||||
Repayments of Related Party Debt | $ 62,743 | $ 97,743 | $ 113,145 | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 260,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.40 | $ 5.20 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 263,780 | 416,030 | ||||||||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Repayments of Related Party Debt | $ 65,197 | |||||||||||
Debt Instrument, Term | 30 days | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Investors had the option to convert any unpaid principal and accrued interest into shares of Company’s common stock original conversion prices of $0.60 and $0.20, respectively, subject to adjustments upon the Company’s issuances of stock at prices less than the original conversion prices during the 24-months after issuance of each note (i.e. currently $0.1300) | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.1300 | $ 0.60 | ||||||||||
Deferred Compensation Arrangement with Individual, Description | Mr. Shum is eligible to earn bonus compensation of up to $75,000 bonus upon a successful up-listing to the NASDAQ exchange. All other bonus amounts will be determined by the Board of Directors, in their sole discretion. | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 20,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 324,159 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.10 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Chief Operating Officer [Member] | ||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.2756 | |||||||||||
Employment Agreement, Annual Base Salary | $ 220,000 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 50,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 200,000 | |||||||||||
Employment Agreement, Bonus Decription | target annual incentive bonus of up to 50% of his base salary if the Company achieves goals and objectives determined by the board of directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | One quarter of the Option vested upon grant, and the remainder vests in monthly increments over a period of two years from the date of grant. |
CONTRACTS WITH CUSTOMERS (Detai
CONTRACTS WITH CUSTOMERS (Details) - USD ($) | Jan. 16, 2020 | Sep. 20, 2019 | Sep. 19, 2019 | Sep. 11, 2019 | Jan. 14, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CONTRACTS WITH CUSTOMERS (Details) [Line Items] | ||||||||
Proceeds from License Fees Received | $ 5,000,000 | $ 5,000,000 | ||||||
Potential Licensing Fee | $ 3,000,000 | |||||||
Contract With Customer, Term | 7 years | |||||||
Deferred Revenue | $ 4,107,143 | $ 4,477,261 | $ 18,895 | |||||
Joint Venture, Ownership Percentage | 50.00% | |||||||
Deferred Revenue, Revenue Recognized | $ 178,571 | |||||||
Sudan, Uganda, and Ethiopia [Member] | ||||||||
CONTRACTS WITH CUSTOMERS (Details) [Line Items] | ||||||||
Distribution Agreement, Term | 1 year | |||||||
NIGERIA | ||||||||
CONTRACTS WITH CUSTOMERS (Details) [Line Items] | ||||||||
Distribution Agreement, Term | 1 year | |||||||
JORDAN | ||||||||
CONTRACTS WITH CUSTOMERS (Details) [Line Items] | ||||||||
Distribution Agreement, Term | 1 year | |||||||
Subsequent Event [Member] | ||||||||
CONTRACTS WITH CUSTOMERS (Details) [Line Items] | ||||||||
Joint Venture, Ownership Percentage | 50.00% |
CONTRACTS WITH CUSTOMERS (Deta
CONTRACTS WITH CUSTOMERS (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 258,571 | $ 189,432 | $ 1,480,213 | $ 494,375 |
Domestic Physicians [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 80,000 | 10,860 | 765,927 | 494,375 |
Domestic Licensing & Distribution Fee [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 178,571 | $ 178,572 | $ 714,286 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jun. 22, 2020 | Jan. 17, 2020 | Jan. 15, 2020 | Jan. 13, 2020 | Jun. 19, 2020 | May 31, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | 263,780 | 416,030 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 303,463 | $ 17,750 | $ 2,317,233 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500 | 2,500 | 1,000 | 2,500 | 3,000 | 17,000 | 17,616 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 11,500 | $ 11,500 | $ 4,400 | $ 15,000 | $ 26,600 | $ 174,800 | 38,000 | $ 26,600 | $ 43,664 | $ 46,000 | 1,843,664 | ||||||||
Proceeds from Convertible Debt | $ 0 | $ 0 | $ 0 | $ 855,000 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Joint Venture, Description | The JV will be governed by a board of four directors, and the Company and Medesole will each elect two directors. The Company and Medesole will each own 50% of the JV, and will share equally in the expenditures, revenues and profits of the JV. The Agreement has a term of three years and may be terminated by either party on 180 days’ prior written notice. | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 11,500 | 3,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 48,730 | $ 15,000 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500 | 2,500 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 11,500 | $ 11,500 | |||||||||||||||||
Convertible Debt | $ 3,494,840 | ||||||||||||||||||
Number of Units (in Shares) | 485,783 | ||||||||||||||||||
Unite, Exercise Price (in Dollars per share) | $ 5 | ||||||||||||||||||
Unit, Description | with each Unit exercisable for (A) one share of our common stock and (B) a 5-year warrant (the “Warrants”) to purchase one share of our common stock at an exercise price of $6.00 (subject to adjustments) (the “Private Placement”). | ||||||||||||||||||
Secured Convertible Debenture, Units | Each purchaser of a Note will be issued a 5-year Purchase Option to purchase 0.139 Units for each dollar of Notes purchased | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||
Proceeds from Convertible Debt | $ 3,351,200 | ||||||||||||||||||
Repayments of Debt | 143,640 | ||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | 3,080,000 | ||||||||||||||||||
Repayments of Other Long-term Debt | $ 413,456 | ||||||||||||||||||
Debt Instrument, Payment Terms | interest on such Notes accrues at a rates of ten percent (10%) per annum and is payable either in cash or in shares of the Company’s common stock at the conversion price in the Note on each of the six and twelve month anniversary of the issuance date and on the maturity dates of November 15, 2021 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 10.00% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 3.60 | ||||||||||||||||||
Debt Instrument, Collateral Amount | $ 3,000,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 157,620 | ||||||||||||||||||
Debt Instrument, Term | 18 months | ||||||||||||||||||
Debt Instrument, Description | The loan is forgivable up to 100% of the principal balance based upon criteria under the Payment Protection Program if we meet such criteria during the term of the loan. | ||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Employment Agreement, Annual Base Salary | $ 220,000 | ||||||||||||||||||
Employment Agreement, Bonus Decription | target annual incentive bonus of up to 50% of his base salary if the Company achieves goals and objectives determined by the board of directors | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | 200,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | One quarter of the Option vested upon grant, and the remainder vests in monthly increments over a period of two years from the date of grant. | ||||||||||||||||||
Chief Operating Officer [Member] | Subsequent Event [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Employment Agreement, Annual Base Salary | $ 220,000 | ||||||||||||||||||
Employment Agreement, Bonus Decription | target annual incentive bonus of up to 50% of his base salary if the Company achieves goals and objectives determined by the board of directors | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 50,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | 200,000 | ||||||||||||||||||
(in Dollars per share) | $ 4.2756 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | One quarter of the Option vested upon grant, and the remainder vests in monthly increments over a period of two years from the date of grant. | ||||||||||||||||||
Officer [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 5,000 | 50,000 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 24,750 | $ 221,400 | |||||||||||||||||
Director [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 4,956 | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 25,000 | ||||||||||||||||||
Director #2 [Member] | |||||||||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 4,956 | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 25,000 |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of Inventory, Current - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Inventory, Current [Abstract] | |||
Raw Materials | $ 66,763 | $ 44,333 | $ 0 |
Work in Process | 0 | 55,502 | 30,689 |
Finished Goods | 95,520 | 1,552 | 12,824 |
Total Inventory | $ 162,283 | $ 101,387 | $ 43,513 |
Property and Equipment (Detai_4
Property and Equipment (Details) - Property, Plant and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 6 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 7 years |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Property and Equipment (Detai_5
Property and Equipment (Details) - Property, Plant and Equipment - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation | $ (44,675) | $ (42,147) | $ (35,917) |
Total | 111,055 | 93,055 | 34,446 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 132,513 | 132,513 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 20,528 | 0 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,689 | $ 2,689 | $ 0 |
Patents (Details) - Schedule _4
Patents (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived Intangible Assets [Abstract] | |||
Total Patents | $ 77,722 | $ 77,722 | $ 77,743 |
Accumulated Amortization | (70,940) | (70,488) | (65,951) |
Patent costs, net | $ 6,782 | $ 7,234 | $ 11,792 |
Patents (Details) - Schedule _5
Patents (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |||
2020 – remaining nine months | $ 1,357 | ||
2021 | 1,809 | $ 1,809 | |
2022 | 1,809 | 1,809 | |
2023 | 1,807 | 1,807 | |
2024 and thereafter | 0 | 0 | |
Total | $ 6,782 | $ 7,234 | $ 11,792 |
Patents (Details) - Schedule _6
Patents (Details) - Schedule of Indefinite-Lived Intangible Assets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Indefinite-Lived Intangible Assets [Abstract] | |||
Total Trademarks | $ 54,474 | $ 49,867 | $ 0 |
Accumulated Amortization | 0 | 0 | 0 |
Trademarks, net | $ 54,474 | $ 49,867 | $ 0 |
Leases (Details) - Lessee, Op_3
Leases (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
ROU assets - operating lease | $ 96,354 | $ 101,883 | $ 0 |
Total ROU assets | 96,354 | 101,883 | |
Liabilities | |||
Current operating lease liability | 21,704 | 21,365 | 0 |
Long-term operating lease liability | 75,992 | 81,494 | $ 0 |
Total lease liabilities | $ 97,696 | $ 102,859 |
Leases (Details) - Lease, Cos_2
Leases (Details) - Lease, Cost - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 6,288 | $ 16,830 |
Total rent expense | $ 6,288 | $ 19,830 |
Leases (Details) - Lessee, Op_4
Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | |||
2020 - remaining nine months | $ 18,239 | $ 24,161 | |
2021 | 24,886 | 24,886 | |
2022 | 25,633 | 25,633 | |
2023 | 26,402 | 26,402 | |
2024 | 8,886 | 8,886 | |
2025 and beyond | 0 | 0 | |
Total future minimum lease payments | 104,046 | 109,968 | |
Less: Interest | 6,350 | 7,109 | |
Total operating lease liabilities | 97,696 | 102,859 | |
Current operating lease liability | 21,704 | 21,365 | $ 0 |
Long-term operating lease liability | $ 75,992 | $ 81,494 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Converted Account Payable to Promissory Note [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Interest Expense, Debt | $ 489 | $ 489 | $ 6,586 | ||
Interest Payable, Current | $ 0 | 0 | |||
The 2018 Convertible Notes [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Interest Expense, Debt | 9,424 | 14,870 | 43,712 | 53,564 | |
Interest Payable, Current | $ 16,650 | ||||
Debt Conversion, Original Debt, Amount | $ 37,377 | $ 200,000 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 13,431 | 52,772 | 13,431 | ||
Amortization of Debt Discount (Premium) | 36,487 | $ 93,237 | $ 155,939 | $ 366,126 | |
Convertible Debt | 371,695 | 325,784 | |||
Debt Instrument, Unamortized Discount | 137,823 | 191,461 | |||
The 2018 Convertible Notes [Member] | Principal [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Interest Payable, Current | 89,518 | ||||
Debt Conversion, Original Debt, Amount | 50,000 | ||||
Convertible Debt | $ 420,000 | 460,000 | |||
The 2018 Convertible Notes [Member] | Accrued Interest [Member] | |||||
Notes Payable (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 3,723 | ||||
Convertible Debt | $ 80,094 |
Notes Payable and Other Related
Notes Payable and Other Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 33,152 | $ 28,824 | $ 106,830 |
Less discount | (13,720) | (17,151) | (30,913) |
The 2018 Convertible Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Less discount | (137,823) | (191,461) | |
Immediate Family Member of Management or Principal Owner [Member] | The 2018 Convertible Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 46,872 | $ 45,975 | $ 40,000 |
Stock Options and Warrants (D_6
Stock Options and Warrants (Details) - Schedule of Stock Options Roll Forward - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Stock Options and Warrants (Details) - Schedule of Stock Options Roll Forward [Line Items] | ||||
Balance, Options Outstanding, Number of Shares (in Shares) | 416,030 | 0 | ||
Balance, Options Outstanding,Options Outstanding, Weighted Average Exercise Price | $ 5.20 | |||
Balance, Options Outstanding, Aggregate Intrinsic Value (in Dollars) | [1] | $ 0 | ||
Balance, Options Outstanding, Options Exercisable, Number of Shares (in Shares) | 117,936 | 18,009 | 0 | |
Balance, Options Outstanding, Options Exercisable, Weighted Average Exercise Price | $ 4.60 | $ 5.20 | $ 0 | |
Balance, Options Outstanding, Options Exercisable, Aggregate Intrinsic Value (in Dollars) | [1] | $ 0 | $ 0 | |
Vested, Options Outstanding, Options Exercisable, Number of Shares (in Shares) | 99,927 | |||
Vested, Options Outstanding, Options Exercisable, Weighted Average Exercise Price | $ 4.60 | |||
Granted, Options Outstanding, Number of Shares (in Shares) | 263,780 | 416,030 | ||
Granted, Options Outstanding, Weighted Average Exercise Price | $ 4.40 | $ 5.20 | ||
Balance, Options Outstanding, Number of Shares (in Shares) | 679,810 | 416,030 | ||
Balance, Options Outstanding,Options Outstanding, Weighted Average Exercise Price | $ 5 | $ 5.20 | ||
Balance, Options Outstanding, Aggregate Intrinsic Value (in Dollars) | [1] | $ 0 | ||
Minimum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of Stock Options Roll Forward [Line Items] | ||||
Balance, Options Outstanding, Price per Share Range | 5.20 | |||
Granted, Options Outstanding, Price per Share Range | 4.20 | $ 5.20 | ||
Balance, Options Outstanding, Price per Share Range | 4.20 | 5.20 | ||
Maximum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of Stock Options Roll Forward [Line Items] | ||||
Balance, Options Outstanding, Price per Share Range | 5.80 | |||
Granted, Options Outstanding, Price per Share Range | 5.20 | 5.80 | ||
Balance, Options Outstanding, Price per Share Range | $ 5.80 | $ 5.80 | ||
[1] | The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. |
Stock Options and Warrants (D_7
Stock Options and Warrants (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options and Warrants (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Risk-free interest rate range | 0.00% | 1.60% | 0.00% | |
Expected life of option-years | 0 years | 2 years 328 days | 0 years | |
Expected stock price volatility | 0.00% | 117.00% | 0.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Risk-free interest rate range | 0.48% | |||
Expected life of option-years | 5 years 73 days | |||
Expected stock price volatility | 110.80% | |||
Maximum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Risk-free interest rate range | 1.65% | |||
Expected life of option-years | 5 years 281 days | |||
Expected stock price volatility | 128.00% |
Stock Options and Warrants (D_8
Stock Options and Warrants (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options Outstanding (in Shares) | 679,810 | 416,030 | 0 | 416,030 |
Options Outstanding, Weighted Average Remaining Life in Years | 3 years 219 days | 2 years 219 days | 0 years | |
Options Outstanding, Weighted Average Exercise Price | $ 5 | $ 5.20 | $ 0 | |
Options Exercisable, Options Exercisable (in Shares) | 117,936 | 18,009 | 0 | |
Options Exercisable, Weighted Average Exercise Price of Options Exercisable | $ 4.60 | $ 5.20 | $ 0 | |
Total Intrinsic Value of Options Exercised (in Dollars) | $ 0 | $ 0 | $ 0 | |
Total Fair Value of Options Vested (in Dollars) | $ 378,537 | $ 69,787 | ||
Minimum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices | $ 4.20 | $ 5.20 | $ 5.20 | |
Maximum [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Range of Exercise Prices | $ 5.80 | $ 5.80 | $ 5.80 |
Stock Options and Warrants (D_9
Stock Options and Warrants (Details) - Nonvested Restricted Stock Shares Activity - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Nonvested Restricted Stock Shares Activity [Abstract] | ||
Balance, Number of Unvested Shares | 16,667 | |
Balance, Weighted Average Grant Date Fair Value | $ 6 | |
Balance, Aggregate Value of Unvested Shares | $ 100,000 | |
Granted, Number of Unvested Shares | 69,912 | 20,000 |
Granted Weighted Average Grant Date Fair Value | $ 4.58 | $ 6 |
Granted, Aggregate Value of Unvested Shares | $ 320,140 | $ 120,000 |
Vested, Number of Unvested Shares | (57,895) | (3,333) |
Vested Weighted Average Grant Date Fair Value | $ 4.59 | $ 6 |
Vested, Aggregate Value of Unvested Shares | $ (265,963) | $ (20,000) |
Forfeitures, Number of Unvested Shares | 0 | 0 |
Forfeitures Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Forfeitures, Aggregate Value of Unvested Shares | $ 0 | $ 0 |
Balance, Number of Unvested Shares | 26,684 | 16,667 |
Balance, Weighted Average Grant Date Fair Value | $ 5.78 | $ 6 |
Balance, Aggregate Value of Unvested Shares | $ 154,178 | $ 100,000 |
Contracts with Customers (Det_2
Contracts with Customers (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 258,571 | $ 189,432 | $ 1,480,213 | $ 494,375 |
Domestic Physicians [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 80,000 | 10,860 | 765,927 | 494,375 |
Domestic Licensing & Distribution Fee [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 178,571 | $ 178,572 | $ 714,286 | $ 0 |