Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | BioRestorative Therapies, Inc. |
Entity Central Index Key | 1,505,497 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | BRTX |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | |||
Cash | $ 1,891 | $ 31,822 | $ 166,555 |
Accounts receivable | 20,000 | 6,000 | 93,375 |
Prepaid expenses and other current assets | 24,660 | 23,854 | 29,348 |
Total Current Assets | 46,551 | 61,676 | 289,278 |
Property and equipment, net | 416,556 | 508,594 | 643,087 |
Intangible assets, net | 926,397 | 963,845 | 1,038,741 |
Security deposit | 34,176 | 45,900 | 45,900 |
Total Assets | 1,423,680 | 1,580,015 | 2,017,006 |
Current Liabilities: | |||
Accounts payable | 2,466,839 | 2,283,981 | 2,549,042 |
Accrued expenses and other current liabilities | 1,895,907 | 1,574,659 | 2,046,795 |
Accrued interest | 198,111 | 127,375 | 6,823 |
Current portion of notes payable, net of debt discount of $99,768, $152,720 and $150,286 at June 30, 2017, December 31, 2016 and 2015, respectively | 2,433,331 | 1,858,845 | 1,009,797 |
Total Current Liabilities | 6,994,188 | 5,844,860 | 5,612,457 |
Accrued expenses, non-current portion | 17,697 | 430,000 | |
Accrued interest, non-current portion | 6,719 | 7,681 | 11,011 |
Notes payable, non-current portion, net of debt discount of $843, $27,244 and $7,999 at June 30, 2017, December 31, 2016 and 2015, respectively | 120,120 | 297,756 | 302,001 |
Total Liabilities | 7,138,724 | 6,580,297 | 5,925,469 |
Commitments and contingencies | |||
Stockholders' Deficiency: | |||
Preferred stock value | |||
Common stock value | 5,491 | 4,699 | 3,339 |
Additional paid-in capital | 41,772,200 | 36,954,817 | 29,443,704 |
Accumulated deficit | (47,492,735) | (41,959,798) | (33,323,506) |
Treasury stock, at cost, 0 and 27,932 shares at December 31, 2016 and 2015, respectively | (32,000) | ||
Total Stockholders' Deficiency | (5,715,044) | (5,000,282) | (3,908,463) |
Total Liabilities and Stockholders' Deficiency | $ 1,423,680 | $ 1,580,015 | $ 2,017,006 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Notes payable current, debt discount | $ 99,768 | $ 152,720 | $ 150,286 |
Notes payable non-current, debt discount | $ 843 | $ 27,244 | $ 7,999 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.01 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock, shares Issued | 5,491,605 | 4,699,035 | 3,338,661 |
Common stock, shares Outstanding | 5,491,605 | 4,699,035 | 3,310,729 |
Treasury stock, at cost shares | 0 | 27,932 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||||
Revenues | $ 20,000 | $ 16,155 | $ 27,000 | $ 25,280 | $ 36,355 | $ 628,915 |
Cost of sales | 71 | 81 | 102 | 261,504 | ||
Gross Profit | 20,000 | 16,084 | 27,000 | 25,199 | 36,253 | 367,411 |
Operating Expenses | ||||||
Marketing and promotion | 9,053 | 18,178 | 38,123 | 40,695 | 86,451 | 168,352 |
Consulting | 875,309 | 550,006 | 1,339,444 | 834,813 | 1,605,917 | 1,394,037 |
Research and development | 610,725 | 608,688 | 1,416,578 | 1,474,732 | 2,883,563 | 2,105,059 |
General and administrative | 1,093,928 | 982,358 | 2,291,241 | 1,885,239 | 3,257,579 | 3,870,325 |
Total Operating Expenses | 2,589,015 | 2,159,230 | 5,085,386 | 4,235,479 | 7,833,510 | 7,537,773 |
Loss From Operations | (2,569,015) | (2,143,146) | (5,058,386) | (4,210,280) | (7,797,257) | (7,170,362) |
Other Expense | ||||||
Interest expense | (95,403) | (45,008) | (193,204) | (87,848) | (221,608) | (263,583) |
Amortization of debt discount | (84,167) | (65,448) | (216,909) | (402,469) | (542,336) | (339,443) |
Gain (loss) on extinguishment of notes payable, net | 1,402 | (4,813) | (59,938) | (16,660) | (58,787) | (35,677) |
Warrant modification expense | (4,500) | (28,486) | (28,486) | (114,415) | ||
Gain on settlement of payables | 12,182 | |||||
Total Other Expense | (178,168) | (115,269) | (474,551) | (535,463) | (839,035) | (753,118) |
Net Loss | $ (2,747,183) | $ (2,258,415) | $ (5,532,937) | $ (4,745,743) | $ (8,636,292) | $ (7,923,480) |
Net Loss Per Share - Basic and Diluted | $ (0.51) | $ (0.56) | $ (1.06) | $ (1.26) | $ (2.10) | $ (3.20) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 5,401,864 | 4,006,617 | 5,196,300 | 3,776,207 | 4,105,820 | 2,472,889 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Deficiency - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock [Member] | |||||
Balance | $ 4,699 | $ 3,339 | $ 3,339 | $ 1,726 | |
Balance, shares | 4,699,035 | 3,338,661 | 3,338,661 | 1,725,596 | |
Shares and warrants issued for cash | $ 331 | $ 956 | $ 395 | ||
Shares and warrants issued for cash, shares | 331,335 | 956,833 | 395,425 | ||
Exercise of warrants for purchase of common stock | $ 50 | $ 61 | $ 76 | ||
Exercise of warrants for purchase of common stock, shares | 50,000 | 60,831 | 75,473 | ||
Conversion of notes payable and accrued interest into common stock | $ 104 | $ 137 | $ 54 | ||
Conversion of notes payable and accrued interest into common stock, shares | 104,632 | 137,006 | 53,595 | ||
Shares and warrants issued in satisfaction of accrued services | $ 157 | $ 13 | $ 1 | ||
Shares issued in satisfaction of accrued services, shares | 156,668 | 13,208 | 943 | ||
Shares and warrants issued in connection with settlement agreement | $ 4 | ||||
Shares and warrants issued in connection with settlement agreement, shares | 4,230 | ||||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | $ 18 | $ 6 | $ 10 | ||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable, shares | 17,853 | 6,000 | 10,000 | ||
Shares and warrants issued in exchange of notes payable and accrued interest | $ 132 | $ 167 | $ 1,028 | ||
Shares and warrants issued in exchange of notes payable and accrued interest, shares | 132,082 | 167,027 | 1,028,237 | ||
Warrant modifications | |||||
Beneficial conversion features related to convertible notes payable | |||||
Stock-based compensation: - common stock | $ 55 | $ 44 | |||
Stock-based compensation: - common stock, shares | 54,901 | 43,698 | |||
Stock-based compensation: - options and warrants | |||||
Impact of share rounding as a result of reverse stock split | $ 1 | ||||
Impact of share rounding as a result of reverse stock split, shares | 1,464 | ||||
Return of shares to treasury previously issued as compensation | |||||
Return of shares to treasury previously issued as compensation, shares | |||||
Retirement of treasury shares | $ (35) | ||||
Retirement of treasury share, shares | (35,432) | ||||
Net loss | |||||
Balance | $ 5,491 | $ 5,491 | $ 4,699 | $ 3,339 | |
Balance, shares | 5,491,605 | 5,491,605 | 4,699,035 | 3,338,661 | |
Additional Paid In Capital [Member] | |||||
Balance | $ 36,954,817 | $ 29,443,704 | $ 29,443,704 | $ 18,541,907 | |
Shares and warrants issued for cash | 993,669 | 3,497,382 | 2,033,305 | ||
Exercise of warrants for purchase of common stock | 174,950 | 212,837 | 264,068 | ||
Conversion of notes payable and accrued interest into common stock | 246,030 | 341,615 | 238,454 | ||
Shares and warrants issued in satisfaction of accrued services | 568,547 | 27,540 | 8,480 | ||
Shares and warrants issued in connection with settlement agreement | 151,996 | ||||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | 124,999 | 246,206 | 178,883 | ||
Shares and warrants issued in exchange of notes payable and accrued interest | 421,170 | 352,426 | 5,754,844 | ||
Warrant modifications | 4,500 | 96,634 | 229,288 | ||
Beneficial conversion features related to convertible notes payable | 407 | 231,708 | 87,788 | ||
Stock-based compensation: - common stock | 116,903 | 177,603 | |||
Stock-based compensation: - options and warrants | 2,283,111 | 2,436,702 | |||
Impact of share rounding as a result of reverse stock split | (1) | ||||
Return of shares to treasury previously issued as compensation | |||||
Return of shares to treasury previously issued as compensation, shares | |||||
Retirement of treasury shares | $ (48,840) | ||||
Net loss | |||||
Balance | $ 41,772,200 | 41,772,200 | 36,954,817 | 29,443,704 | |
Accumulated Deficit [Member] | |||||
Balance | (41,959,798) | (33,323,506) | (33,323,506) | (25,400,026) | |
Shares and warrants issued for cash | |||||
Exercise of warrants for purchase of common stock | |||||
Conversion of notes payable and accrued interest into common stock | |||||
Shares and warrants issued in satisfaction of accrued services | |||||
Shares and warrants issued in connection with settlement agreement | |||||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | |||||
Shares and warrants issued in exchange of notes payable and accrued interest | |||||
Warrant modifications | |||||
Beneficial conversion features related to convertible notes payable | |||||
Stock-based compensation: - common stock | |||||
Stock-based compensation: - options and warrants | 7,923,480 | ||||
Impact of share rounding as a result of reverse stock split | |||||
Return of shares to treasury previously issued as compensation | |||||
Retirement of treasury shares | |||||
Net loss | (5,532,937) | (8,636,292) | (7,923,480) | ||
Balance | (47,492,735) | (47,492,735) | (41,959,798) | (33,323,506) | |
Treasury Stock [Member] | |||||
Balance | $ (32,000) | $ (32,000) | $ (32,000) | ||
Balance, shares | (27,932) | (27,932) | (27,932) | ||
Shares and warrants issued for cash | |||||
Exercise of warrants for purchase of common stock | |||||
Exercise of warrants for purchase of common stock, shares | |||||
Conversion of notes payable and accrued interest into common stock | |||||
Conversion of notes payable and accrued interest into common stock, shares | |||||
Shares and warrants issued in satisfaction of accrued services | |||||
Shares issued in satisfaction of accrued services, shares | |||||
Shares and warrants issued in connection with settlement agreement | |||||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | |||||
Shares and warrants issued in exchange of notes payable and accrued interest | |||||
Shares and warrants issued in exchange of notes payable and accrued interest, shares | |||||
Warrant modifications | |||||
Beneficial conversion features related to convertible notes payable | |||||
Stock-based compensation: - common stock | |||||
Stock-based compensation: - common stock, shares | |||||
Stock-based compensation: - options and warrants | |||||
Impact of share rounding as a result of reverse stock split | |||||
Return of shares to treasury previously issued as compensation | $ (16,875) | ||||
Return of shares to treasury previously issued as compensation, shares | (7,500) | ||||
Retirement of treasury shares | $ 48,875 | ||||
Retirement of treasury share, shares | 35,432 | ||||
Net loss | |||||
Balance | $ (32,000) | ||||
Balance, shares | (27,932) | ||||
Balance | (5,000,282) | $ (3,908,463) | $ (3,908,463) | $ (6,888,393) | |
Shares and warrants issued for cash | $ 994,000 | 3,498,338 | $ 2,033,700 | ||
Shares and warrants issued for cash, shares | 331,335 | 14,063 | |||
Exercise of warrants for purchase of common stock | $ 175,000 | 212,898 | 212,898 | $ 264,144 | |
Conversion of notes payable and accrued interest into common stock | 246,134 | 341,752 | 238,508 | ||
Shares and warrants issued in satisfaction of accrued services | 27,553 | 8,481 | |||
Shares and warrants issued in connection with settlement agreement | 152,000 | ||||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | 125,017 | 246,212 | 178,883 | ||
Shares and warrants issued in exchange of notes payable and accrued interest | 421,302 | 352,593 | 5,755,872 | ||
Warrant modifications | 4,500 | 96,634 | 229,288 | ||
Beneficial conversion features related to convertible notes payable | 407 | 231,708 | 87,788 | ||
Stock-based compensation: - common stock | 116,958 | 177,647 | |||
Stock-based compensation: - options and warrants | 2,283,111 | 2,436,702 | 7,923,480 | ||
Impact of share rounding as a result of reverse stock split | |||||
Return of shares to treasury previously issued as compensation | (16,875) | ||||
Retirement of treasury shares | |||||
Net loss | (2,747,183) | (5,532,937) | $ (4,745,743) | (8,636,292) | (7,923,480) |
Balance | $ (5,715,044) | $ (5,715,044) | $ (5,000,282) | $ (3,908,463) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (5,532,937) | $ (4,745,743) | $ (8,636,292) | $ (7,923,480) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of debt discount | 216,909 | 402,469 | 542,336 | 339,443 |
Accretion of interest expense | 89,364 | 2,916 | 40,052 | 85,086 |
Depreciation and amortization | 129,486 | 127,182 | 258,425 | 213,784 |
Stock-based compensation | 2,283,111 | 1,355,327 | 2,536,785 | 1,954,736 |
Loss on extinguishment of note payables, net | 59,938 | 16,660 | 58,787 | 35,677 |
Gain on settlement of payables | (12,182) | |||
Loss on settlement of payables | 98,704 | |||
Warrant modification expense | 4,500 | 28,486 | 28,486 | 114,415 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (14,000) | 77,375 | 87,375 | (93,375) |
Prepaid expenses and other current assets | 10,918 | 15,326 | 5,494 | (6,833) |
Accounts payable | 215,555 | (377,197) | (113,151) | 1,381,407 |
Accrued interest | 120,552 | (81,387) | ||
Accrued expenses and other current liabilities | 80,658 | 1,022,813 | ||
Accrued interest, expenses and other current liabilities | 453,524 | 361,794 | ||
Deferred revenues | (164,349) | |||
Total Adjustments | 3,548,009 | 2,010,338 | 3,633,617 | 4,801,417 |
Net Cash Used In Operating Activities | (1,984,928) | (2,735,405) | (5,002,675) | (3,122,063) |
Cash Flows From Investing Activities | ||||
Purchases of property and equipment | (151,200) | (188,764) | (408,069) | |
License maintenance costs | (75,000) | |||
Net Cash Used In Investing Activities | (151,200) | (188,764) | (483,069) | |
Cash Flows From Financing Activities | ||||
Proceeds from notes payable | 875,000 | 980,000 | 1,894,000 | 1,210,015 |
Repayments of notes payable | (74,003) | (118,500) | (476,500) | (5,000) |
Advances from director, officer and family member of officer | 34,015 | 89,045 | 292,090 | 564,105 |
Repayments of advances from an officer and a director | (49,015) | (160,575) | (364,120) | (387,075) |
Proceeds from exercise of warrants | 175,000 | 212,898 | 212,898 | 264,144 |
Sales of common stock and warrants for cash | 994,000 | 2,233,372 | 3,498,338 | 2,033,700 |
Net Cash Provided By Financing Activities | 1,954,997 | 3,236,240 | 5,056,706 | 3,679,889 |
Net (Decrease) Increase In Cash | (29,931) | 349,635 | (134,733) | 74,757 |
Cash - Beginning | 31,822 | 166,555 | 166,555 | 91,798 |
Cash - Ending | 1,891 | 516,190 | 31,822 | 166,555 |
Supplemental Disclosures of Cash Flow Information: | ||||
Interest | 11,000 | 15,000 | 30,406 | 61,453 |
Non-cash investing and financing activities: | ||||
Warrant modification in connection with extension or exchanges of notes payable | 96,634 | 114,873 | ||
Warrants modification expense | 4,500 | 96,634 | 229,288 | |
Shares and warrants issued or modified as debt discount in connection with notes payable | 125,017 | 129,613 | 246,212 | 178,893 |
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | 421,302 | 231,480 | 352,593 | 5,720,195 |
Conversion of notes payable and accrued interest into common stock | 246,134 | 215,158 | 341,752 | 238,508 |
Shares issued in satisfaction of accrued consulting and director services | 568,704 | 27,553 | 27,553 | 8,481 |
Accrued interest reclassified as principal in connection with note payable reissuance | 44,379 | |||
Beneficial conversion features recorded as debt discount | $ 407 | $ 215,446 | 231,708 | 87,788 |
Accrued deferred offering costs | 333,117 | |||
Shares and warrants issued in connection with settlement agreement | 152,000 | |||
Accrued liabilities associated with purchases of property and equipment | 139,729 | |||
Advances converted into note payable, related party | 65,000 | |||
Indebtness satisfied via legal settlement | 5,000 | |||
Retirement of treasury shares | $ 48,875 |
Business Organization and Natur
Business Organization and Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”). Stem Cell Cayman Ltd. (“Cayman”), which was formed in the Cayman Islands as a wholly-owned subsidiary of the Company, was dissolved during the three months ended March 31, 2017. BioRestorative Therapies, Inc. and its subsidiaries are referred to collectively as “BRT” or the “Company” (See Note 3 – Summary of Significant Accounting Policies – Principles of Consolidation). BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is at www.biorestorative.com BRTX-100 in vitro The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2016 and 2015 and for the years then ended, which are included elsewhere in this document. | Note 1 – Business Organization and Nature of Operations BioRestorative Therapies, Inc. has two wholly-owned subsidiaries, Stem Pearls, LLC (“Stem Pearls”) and Stem Cell Cayman Ltd. (“Cayman”), which was formed in the Cayman Islands (collectively, “BRT” or the “Company”). On December 19, 2016, the Company submitted its request to the appropriate Cayman authorities for the dissolution of Cayman and is currently awaiting confirmation of the dissolution (See Note 3 – Summary of Significant Accounting Policies – Principles of Consolidation). BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is at www.biorestorative.com. BRT is currently developing a Disc/Spine Program referred to as “brtxDISC”. Its lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. The product is intended to be used for the non-surgical treatment of protruding and bulging lumbar discs in patients suffering from chronic lumbar disc disease. BRT is also engaging in research efforts with respect to a platform technology utilizing brown adipose (fat) for therapeutic purposes to treat metabolic disease and has labeled this initiative its “ThermoStem Program.” Through the program, BRT is developing a cell-based therapy to target type 2 diabetes, obesity and other metabolic disorders using brown adipose (fat) derived stem cells to generate brown adipose tissue (“BAT”). BAT is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans. Further, BRT has licensed a patented curved needle device that is a needle system to allow access to difficult to locate regions for the delivery or removal of fluids and other substances. BRT’s Stem Pearls brand offers plant stem cell-based cosmetic skincare products that are available for purchase online at www.stempearls.com. Effective January 1, 2015, the Company changed its state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion, dated December 22, 2014 (the “Plan of Conversion”). Pursuant to the Plan of Conversion, the Company also adopted new bylaws, which became effective on January 1, 2015. Effective July 7, 2015, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-20 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”) and a reduction in the number of shares of common stock authorized to be issued by the Company from 200,000,000 to 30,000,000. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented. |
Going Concern and Management's
Going Concern and Management's Plans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management's Plans | Note 2 – Going Concern and Management’s Plans As of June 30, 2017, the Company had a working capital deficiency and a stockholders’ deficiency of $6,947,637 and $5,715,044, respectively. During the three and six months ended June 30, 2017, the Company incurred net losses of $2,747,183 and $5,532,937, respectively. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within the twelve months from the filing date of this report. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. The Company’s primary source of operating funds since inception has been equity and debt financings. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. Subsequent to June 30, 2017, the Company has received aggregate debt proceeds of $710,000, debt and accrued interest of $133,735 and $9,234, respectively, has been converted into or exchanged for common stock, and the due date for the repayment of $1,724,313 of debt has been extended to dates between October 2017 and October 2018. As a result, the Company expects to have the cash required to fund its operations through October 2017. While there can be no assurance that it will be successful, the Company is in negotiations to raise additional capital. As of the filing date of this report, the Company has notes payable with an aggregate principal balance of $382,500 which are past due. The Company is currently in the process of negotiating extensions or discussing conversions to equity with respect to these notes. However, there can be no assurance that the Company will be successful in extending or converting these notes. See Note 8 – Subsequent Events for additional details. | Note 2 – Going Concern and Management’s Plans As of December 31, 2016, the Company had a working capital deficiency and a stockholders’ deficiency of $5,783,184 and $5,000,282, respectively. During the years ended December 31, 2016 and 2015, the Company incurred net losses of $8,636,292 and $7,923,480, respectively. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the filing date of this report. The Company’s primary source of operating funds since inception has been equity and debt financings. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Subsequent to December 31, 2016, the Company has received aggregate equity proceeds (including proceeds from the exercise of common stock purchase warrants) and debt proceeds of $945,000 and $200,000, respectively, debt and accrued interest of $325,000 and $9,679, respectively, has been converted into or exchanged for common stock, $89,000 of debt and net short-term advances have been repaid and the due date for the repayment of $322,000 of debt has been extended through April 2017. As a result, the Company expects to have the cash required to fund its operations through April 2017. While there can be no assurance that it will be successful, the Company is in negotiations to raise additional capital. As of the filing date of this report, the Company has notes payable with an aggregate principal balance of $427,500 which are past due. The Company is currently in the process of negotiating extensions or discussing conversions to equity with respect to these notes. However, there can be no assurance that the Company will be successful in extending or converting these notes. See Note 11 – Subsequent Events for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. As discussed above, Cayman, which had no material assets, liabilities or operations (other than intercompany balances) and is no longer needed to facilitate certain financings, was dissolved in March 2017. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection with notes payable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Concentrations One license and the related royalties comprised substantially all of the Company’s revenue during the three and six months ended June 30, 2017. See Revenue Recognition below. Revenue Recognition The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after estimating potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. During the three and six months ended June 30, 2017, the Company did not recognize revenue related to sales of Stem Pearls skincare products. During the three and six months ended June 30, 2016, the Company recognized revenue related to sales of Stem Pearls skincare products of $155 and $280, respectively. In November 2015, the Company and a stem cell treatment company (“SCTC”) entered into an amendment to a January 27, 2012 license agreement between them. Pursuant to the amendment, effective November 30, 2015, the Company granted to the SCTC a non-exclusive sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States, certain intellectual property related to stem cell disc procedures (that originally was licensed to the Company by the SCTC pursuant to the January 27, 2012 license agreement). In consideration of the sublicense, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. During the three and six months ended June 30, 2017, the Company recognized $20,000 and $27,000, respectively, of revenue related to the Company’s sublicense agreement. During the three and six months ended June 30, 2016, the Company recognized $16,000 and $25,000, respectively, of revenue related to the Company’s sublicense agreement. Net Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: June 30, 2017 2016 Options 3,018,700 2,160,950 Warrants 3,592,831 2,486,286 Convertible notes 276,943 90,297 Total potentially dilutive shares 6,888,474 4,737,533 Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. Recently Issued Accounting Pronouncements In May 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. As discussed above, the Company is in the process of dissolving Cayman, which had no material assets, liabilities or operations (other than intercompany balances) and is no longer needed to facilitate certain financings. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection with notes payable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Concentrations Two pharmaceutical clients comprised substantially all of the Company’s revenue during the year ended December 31, 2015. One license comprised substantially all of the Company’s revenue during the year ended December 31, 2016. See Revenue Recognition – Research and Development Agreements below. Cash The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which range from 3 to 5 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. Intangible Assets Intangible assets are comprised of trademarks and licenses with original estimated useful lives of 10 and 17.7 years, respectively. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight-line basis. Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. While the Company’s near term liquidity is tight, historically the Company has been successful in raising capital as needed (although there can be no assurance that the Company will continue to be successful in raising capital as needed). The Company continues to progress its scientific agenda and meet related milestones. The Company has not identified any impairment losses. Revenue Recognition Research and Development Agreements The Company’s policy relating to research and development agreements is to recognize research and development revenues associated with such agreements either (a) on a straight-line basis over the term of the agreement, or (b) in accordance with the milestone method of revenue recognition, depending on the nature of the contract terms, subject to potential acceleration upon achievement of contractually specified deliverables. As of December 31, 2015, the Company completed all of its obligations under research and development agreements entered into during 2014. During the years ended December 31, 2016 and 2015, the Company recognized $0 and $609,490, respectively, related to the Company’s research and development agreements. Other The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after estimating potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. In November 2015, the Company and a stem cell treatment company (“SCTC”) entered into an amendment to a January 27, 2012 license agreement between them. Pursuant to the amendment, effective November 30, 2015, the Company granted to the SCTC a non-exclusive sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States, certain intellectual property related to stem cell disc procedures (that originally was licensed to the Company by the SCTC pursuant to the January 27, 2012 license agreement). In consideration of the sublicense, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. During the years ended December 31, 2016 and 2015, the Company recognized $36,000 and $19,000, respectively, of revenue related to the Company’s sublicense agreements. During the years ended December 31, 2016 and 2015, the Company recognized revenue related to sales of Stem Pearls skincare products of $355 and $425, respectively, with a related cost of sales of $102 and $54, respectively. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. Net Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 Options 2,168,950 1,330,450 Warrants 2,953,651 1,066,930 Convertible notes 211,162 148,708 Total potentially dilutive shares 5,333,763 2,546,088 Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) were registered on May 27, 2014, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Advertising Advertising costs are charged to operations as incurred. For the years ended December 31, 2016 and 2015, the Company incurred advertising costs of $17,972 and $23,467, respectively. Advertising expense is reflected in marketing and promotion expenses in the consolidated statements of operations. Research and Development Research and development expenses are charged to operations as incurred. For the years ended December 31, 2016 and 2015, the Company incurred research and development expenses of $2,883,563 and $2,105,059, respectively. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition and most industry-specific guidance throughout the ASC. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. To allow entities additional time to implement systems, gather data and resolve implementation questions, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, in August 2015, to defer the effective date of ASU No. 2014-09 for one year, which is fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements or disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, or ASU 2015-03. ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015; earlier adoption is permitted. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU No. 2015-15). It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. Full retrospective application is required. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial statements or disclosures. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in this update clarify the following two aspects to Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The entity first identifies the promised goods or services in the contract and reduces the cost and complexity. An entity evaluates whether promised goods and services are distinct. Topic 606 includes implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). ASU 2016-10 is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is currently evaluating ASU 2016-10 and its impact on its consolidated financial statements or disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating ASU 2016-15 and its impact on its consolidated financial statements or disclosures. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 4 – Property and Equipment, net Property and equipment include the following: December 31, 2016 2015 Office equipment $ 2,848 $ 9,494 Medical equipment 446,506 418,280 Furniture and fixtures 121,625 126,150 Computer software and equipment 74,572 85,118 Leasehold improvements 304,661 301,610 950,212 940,652 Less: accumulated depreciation (441,618 ) (297,565 ) Property and equipment, net $ 508,594 $ 643,087 During the year ended December 31, 2016, the Company disposed of fully depreciated property and equipment in the amount of $39,476. Depreciation expense amounted to $183,529 and $139,793 for the years ended December 31, 2016 and 2015, respectively. Depreciation expense is reflected in general and administrative expenses and research and development expenses in the consolidated statement of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets On January 27, 2012, the Company entered into a license agreement with the SCTC (as amended in March 2012 and November 2015, the “SCTC Agreement”). On April 6, 2012 (the “Closing Date”), the Company and SCTC closed on the SCTC Agreement. Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from SCTC to utilize or sublicense a certain medical device patent for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. On March 5, 2015, the Company made a $75,000 cash payment to retain the exclusivity of the license. Pursuant to the license agreement with SCTC, unless certain performance milestones are or have been satisfied, the Company would be required to pay to SCTC $150,000 by April 2017 and an additional $250,000 by April 2019 in order to maintain its exclusive rights with regard to the disc/spine technology. In February 2017, in connection with the Company receiving clearance from the Food and Drug Administration (the “FDA”) to proceed with a Phase 2 clinical trial, the Company believes that it has satisfied a performance milestone such that the Company would no longer be required to pay to the STC a minimum amount of $150,000 by April 2017 to retain exclusive rights with regard to the disc/spine technology. Intangible assets consist of the following: Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2015 $ 3,676 $ 1,226,500 $ (192,444 ) $ 1,037,732 Additions - 75,000 - 75,000 Amortization expense - - (73,991 ) (73,991 ) Balance as of December 31, 2015 3,676 1,301,500 (266,435 ) 1,038,741 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2016 $ 3,676 $ 1,301,500 $ (341,331 ) $ 963,845 Weighted average remaining amortization period at December 31, 2016 in years 4.0 12.9 Amortization of intangible assets consists of the following: Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2015 $ 1,472 $ 190,972 $ 192,444 Amortization expense 368 73,623 73,991 Balance as of December 31, 2015 1,840 264,595 266,435 Amortization expense 368 74,528 74,896 Balance as of December 31, 2016 $ 2,208 $ 339,123 $ 341,331 Amortization expense is reflected in general and administrative expenses in the consolidated statements of operations. Based upon the current intangible assets as of December 31, 2016, amortization expense is projected to be approximately $75,000 per annum through 2029. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Note 4 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following: June 30, 2017 December 31, 2016 Credit card payable $ 1,369 $ 1,778 Accrued payroll 970,748 1,105,293 Accrued research and development expenses 486,177 581,175 Accrued general and administrative expenses 407,681 263,468 Deferred rent 47,629 52,945 Total accrued expenses $ 1,913,604 $ 2,004,659 During the six months ended June 30, 2017, the Company received non-interest bearing advances in the amount of $34,015 from an officer of the Company and repaid an aggregate of $49,015 of non-interest bearing advances from a director and an officer of the Company. Effective March 1, 2017, the Company entered into an exchange agreement with the Chairman of the Company’s Scientific Advisory Board, pursuant to which an aggregate of $175,000 of accrued consulting fees were exchanged for 58,334 shares of common stock of the Company and, in consideration thereof, the Company issued to such person an immediately vested five-year warrant for the purchase of 58,334 shares of common stock of the Company at an exercise price of $4.00 per share. The common stock and warrants had an aggregate grant date value of $211,752 and, as a result, the Company recorded a loss on settlement of payables of $36,752. Effective March 1, 2017, the Company entered into exchange agreements with four non-employee directors of the Company, pursuant to which an aggregate of $265,000 of accrued director fees were exchanged for an aggregate of 88,334 shares of common stock of the Company and, in consideration thereof, the Company issued to the directors immediately vested five-year warrants for the purchase of an aggregate of 88,334 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate value of the shares and warrants was $320,652, and accordingly the Company recorded a loss on settlement of payables of $55,652. See Note 6 – Commitments and Contingencies – Consulting Agreements for details regarding an additional exchange of accrued consulting fees for shares of common stock and warrants. | Note 6 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following: December 31, 2016 2015 Credit card payable $ 1,778 $ 3,171 Accrued payroll 880,293 1,010,633 Advances from related parties - 87,030 Accrued research and development expenses 406,175 446,175 Accrued general and administrative expenses 233,468 456,182 Deferred rent 52,945 43,604 Accrued expenses, current portion 1,574,659 2,046,795 Accrued expenses, non-current portion 430,000 - Total accrued expenses $ 2,004,659 $ 2,046,795 During the year ended December 31, 2016, the Company received an aggregate of $292,090 in non-interest bearing advances from an officer, directors and a consultant of the Company and made aggregate repayments of $364,120. During the year ended December 31, 2015, the Company received an aggregate of $564,105 in non-interest bearing advances from an officer, directors, a family member of an officer and a consultant of the Company and made aggregate repayments of $387,075, converted a related party advance in the amount of $65,000 into a non-interest bearing note payable in the principal amount of $75,000 with a maturity date of October 30, 2015 (see Note 7) and, in December 2015, exchanged an advance in the amount of $25,000 for 6,250 shares of common stock valued at $14,063 and a five-year warrant to purchase 6,250 shares of common stock at an exercise price of $4.00 per share with a grant date value of $11,063. During the year ended December 31, 2015, the Company recognized a $126 loss on the extinguishment of the advance in connection with the exchange for the shares of common stock and a warrant. As of December 31, 2016, the Company reclassified accrued expenses in the aggregate amount of $255,000 to accrued expenses, non-current portion, on the consolidated balance sheets related to accrued consulting and directors fees that were exchanged for shares of common stock and warrants subsequent to December 31, 2016. See Note 11 – Subsequent Events for additional details regarding the exchange of accrued consulting and directors fees |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 5 – Notes Payable A summary of the notes payable activity during the six months ended June 30, 2017 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, December 31, 2016 $ 697,500 $ 390,000 [1] $ 1,249,065 $ (179,964 ) $ 2,156,601 Issuances - 350,000 618,000 - 968,000 Exchanges for equity (97,500 ) (50,000 ) (203,750 ) - (351,250 ) Conversions to equity - (233,750 ) - - (233,750 ) Repayments (50,000 ) - (24,003 ) - (74,003 ) Recognition of debt discount - - - (218,420 ) (218,420 ) Accretion of interest expense - - 8,500 80,864 89,364 Amortization of debt discount - - - 216,909 216,909 Outstanding, June 30, 2017 $ 550,000 $ 456,250 [1] $ 1,647,812 $ (100,611 ) $ 2,553,451 [1] As of June 30, 2017 and December 31, 2016, a designated portion of convertible notes with an aggregate principal balance of $456,250 and $390,000, respectively, was convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $343,750 and $296,250 of principal into shares of common stock at June 30, 2017 and December 31, 2016, respectively, at the same conversion price. Related Party Notes As of June 30, 2017 and December 31, 2016, related party notes consisted of notes payable issued to certain directors of the Company and the Tuxis Trust (the “Trust”). A director and principal shareholder of the Company serves as the trustee of Trust, which was established for the benefit of his immediate family. During the six months ended June 30, 2017, the Company and certain related party lenders agreed to exchange certain related party notes with an aggregate principal balance of $97,500 and aggregate accrued interest of $288 into an aggregate of 32,597 shares of common stock and immediately vested five-year warrants to purchase an aggregate of 32,597 shares of common stock at an exercise price of $4.00 per share. The common stock and warrants had an aggregate exchange date value of $118,328 and, as a result, the Company recorded a loss on extinguishment of notes payable of $20,540. During the six months ended June 30, 2017, the Company repaid an aggregate principal amount of $50,000 of related party notes. Convertible Notes During the six months ended June 30, 2017, the Company issued lenders convertible notes in the aggregate principal amount of $350,000, which bear interest at a rate of 10% per annum payable at maturity. The convertible notes mature between dates in November 2017 to February 2018. Each payment of principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to between 50% to 60% of the fair market value of the Company’s stock, depending on the particular convertible note; however, in no event shall the conversion price be less than a price between $0.75 to $1.00 per share, depending on the particular convertible note. Should the Company elect to convert any of the note principal and respective accrued interest, the holder will have the right to accelerate the conversion of the remaining outstanding principal and accrued interest of the note at the same conversion price. The Company will recognize the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved. In connection with the issuance of these convertible notes, the Company issued a certain lender 8,000 shares of common stock and a certain other lender a five-year warrant to purchase 7,500 shares of common stock at an exercise price of $4.00 per share. The aggregate relative fair value of the common stock and warrants of $24,388 was recorded as an original issue discount and is being amortized over the terms of the respective notes. During the six months ended June 30, 2017, the Company and a certain lender agreed to exchange a certain convertible note with a principal balance of $50,000 and accrued interest of $2,712 into 29,280 shares of common stock. The common stock had an exchange date value of $58,560 and, as a result, the Company recorded a loss on extinguishment of notes payable of $5,848. During the six months ended June 30, 2017, the Company elected to convert certain convertible notes with an aggregate principal balance of $233,750 and aggregate accrued interest of $12,384 into an aggregate of 104,632 shares of common stock at conversion prices ranging from $1.96 to $2.77 per share. Other Notes During the six months ended June 30, 2017, the Company issued lenders other notes in the aggregate principal amount of $618,000 for aggregate gross proceeds of $525,000, and the difference of $93,000 has been recorded as an original issue discount and will be amortized over the terms of the respective notes. The other notes bear interest at rates between 0% to 10% per annum payable at maturity. The other notes matured or mature between dates in May 2017 to December 2017. In connection with the issuance of these other notes, the Company issued a certain lender 7,353 shares of common stock and certain other lenders five-year warrants to purchase an aggregate of 40,000 shares of common stock at an exercise price of $4.00 per share. The aggregate relative fair value of the common stock and warrants of $68,688 was recorded as an original issue discount and is being amortized over the terms of the respective notes. During the six months ended June 30, 2017, the Company and certain lenders agreed to exchange certain other notes with an aggregate principal balance of $203,750 and aggregate accrued interest of $7,114 into an aggregate of 70,205 shares of common stock and immediately vested five-year warrants to purchase an aggregate of 63,205 shares of common stock at an exercise price of $4.00 per share. In addition, in consideration of the exchange by certain lenders, the Company agreed to extend the expiration dates of certain warrants held by the lenders for the purchase of an aggregate of 18,000 shares of common stock of the Company at an exercise price of $4.00 per share, from expiration dates ranging from April 27, 2021 to January 31, 2022 to a new expiration date of February 8, 2022. The common stock, warrants, and warrant modification (which represents the incremental value of the modified warrant as compared to the original warrant value, both valued as of the modification date) had an aggregate exchange date value of $244,414 and, as a result, the Company recorded a loss on extinguishment of notes payable of $33,550. Other Notes During the six months ended June 30, 2017, the Company and certain lenders agreed to extend other notes with an aggregate principal balance of $572,000, that were near or at maturity, to various dates through October 2017. In connection with one of the extensions, the Company issued the lender 2,500 shares of common stock. The issuance date fair value of the common stock of $5,000 has been recorded as a debt discount and is being amortized over the term of the note. In connection with the extensions, the Company issued certain lenders five-year, immediately vested warrants to purchase an aggregate of 18,000 shares of common stock at exercise prices ranging between $4.00 to $5.00 per share. The aggregate grant date fair value of the warrants of $26,940 has been recorded as debt discount and is being amortized over the term of the note. Additionally, in connection with one of the extensions, the Company incurred an extension fee in the amount $8,500 which was accreted as interest expense and added to the principal balance of the note. During the six months ended June 30, 2017, the Company repaid an aggregate principal amount of $24,003 of other notes. | Note 7 – Notes Payable A summary of the notes payable activity during the years ended December 31, 2016 and 2015 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, January 1, 2015 $ 4,410,937 $ 175,000 $ 1,265,559 $ (113,257 ) $ 5,738,239 Issuances 150,000 735,000 [1] 478,018 [1] - 1,363,018 Indebtedness satisfied via settlement - - (5,000 ) - (5,000 ) Exchanges for equity (4,410,937 ) (266,667 ) (877,873 ) - (5,555,477 ) Conversions to equity - (223,333 ) - - (223,333 ) Repayments - - (5,000 ) - (5,000 ) Recognition of debt discount - - - (469,557 )[1] (469,557 ) Accretion of interest expense - - - 85,086 [1] 85,086 Amortization of debt discount - - - 339,443 339,443 Recharacterization of accrued interest as principal - - 44,379 [2] - 44,379 Outstanding, December 31, 2015 $ 150,000 $ 420,000 [3] $ 900,083 $ (158,285 ) $ 1,311,798 Issuances 697,500 530,000 724,500 [1] - 1,952,000 Indebtedness satisfied via settlement - - - - - Exchanges for equity - (235,000 ) (49,018 ) - (284,018 ) Conversion to equity - (325,000 ) - - (325,000 ) Repayments (150,000 ) - (326,500 ) - (476,500 ) Recognition of debt discount - - - (604,067 )[1] (604,067 ) Accretion of interest expense - - - 40,052 [1] 40,052 Amortization of debt discount - - - 542,336 542,336 Outstanding, December 31, 2016 $ 697,500 $ 390,000 [3] $ 1,249,065 $ (179,964 ) $ 2,156,601 Outstanding, December 31, 2015 $ 150,000 $ 420,000 $ 900,083 $ (158,285 ) $ 1,311,798 Less: current portion, December 31, 2015 (150,000 ) (110,000 ) (900,083 ) 150,286 (1,009,797 ) Non-current portion, December 31, 2015 [4] $ - $ 310,000 $ - $ (7,999 ) $ 302,001 Outstanding, December 31, 2016 $ 697,500 $ 390,000 $ 1,249,065 $ (179,964 ) $ 2,156,601 Less: current portion, December 31, 2016 (430,000 ) (345,000 ) (1,236,565 ) 152,720 (1,858,845 ) Non-current portion, December 31, 2016 [4] $ 267,500 $ 45,000 $ 12,500 $ (27,244 ) $ 297,756 [1] During the years ended December 31, 2016 and 2015, notes with an aggregate principal amount of $432,000 and $538,018, respectively, bear no interest and were issued for cash consideration of $374,000 and $450,015, respectively. The difference between the principal amount of the notes and the cash received of $58,000 and $88,003, respectively, was recorded as debt discount and is being accreted to interest expense over the term of the notes. During the year ended December 31, 2015 the Company issued a note payable in the principal amount of $75,000 for a short-term advance from a related party in the amount of $65,000. [2] During the year ended December 31, 2015, in connection with the extension of certain notes payable, an aggregate of $44,379 of accrued interest was added to the aggregate principal balance of the notes. [3] As of December 31, 2016 and 2015, a designated portion of convertible notes with an aggregate principal balance of $390,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $296,250 and $197,500, respectively, of principal into shares of common stock. [4] As of December 31, 2016 and 2015, the Company reclassified principal in the aggregate amount of $297,756 and $302,001, respectively (net of debt discount of $27,244 and $7,999, respectively) and accrued interest in the aggregate amount of $7,681 and $11,011, respectively to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2016 and 2015, respectively. See Note 11 – Subsequent Events for additional details regarding notes payable. Related Party Notes In May 2015, Cayman and a single entity (the “Bermuda Lender”) agreed to extend the maturity date of a note payable in the original principal amount of $500,000 (the “$500,000 Bermuda Lender Note”) (with an outstanding principal balance of $410,937) from May 7, 2015 to June 30, 2015 (the “New Maturity Date”). The Bermuda Lender waived any and all defaults under the $500,000 Bermuda Lender Note, including with respect to the failure by the Company to pay to the Bermuda Lender, pursuant to the $500,000 Bermuda Lender Note, the aggregate amount of $316,297 received by the Company from its research and development agreements. In May 2015, the Company and the Bermuda Lender agreed to exchange the $500,000 Bermuda Lender Note and a note payable to the Bermuda Lender in the principal amount of $4,000,000 (with an aggregate principal amount of $4,410,937 and aggregate accrued interest of $69,436) for 746,730 shares of common stock with a grant date value of $3,733,645 and an immediately vested five-year warrant to purchase 186,682 shares of common stock at an exercise price of $15.00 per share with a grant date fair value of $672,056. In connection with the exchange, the Company extended the expiration date of a previously outstanding warrant to purchase 40,000 shares of common stock from December 31, 2015 to December 31, 2017 and recognized a warrant modification charge of $80,000, which represents the incremental value of the modified warrant and new warrant combined, as compared to the original warrant value, both valued as of the modification date. During the year ended December 31, 2015, the Company recognized a $5,327 loss on the extinguishment of notes payable in connection with the exchange for the shares of common stock and a warrant. In October 2015, the Company borrowed $150,000 from an affiliate of the Bermuda Lender and issued to the affiliate a two month note in the principal amount of $150,000. The note provided for interest at a rate of 10% per annum and that, in the event that, prior to the maturity date, the Company received any proceeds from a public equity offering or monies in payment of an accounts receivable, then, the Company would be obligated to prepay the principal and interest on a dollar-for-dollar basis to the extent of such monies so received, but not to exceed the outstanding principal and interest balance of the note. The note was secured by a security interest in a patent held by the Company associated with its brown fat program. In December 2015, the Company and the affiliate of the Bermuda Lender extended the maturity date of the note to March 9, 2016. In connection with the extension, the Company reduced the exercise price of warrants to purchase an aggregate 239,182 shares of common stock held by the Bermuda Lender from $15.00 per share to $4.00 per share. As a result of the warrant modification, the Company recognized $98,739 of debt discount which will be amortized over the term of the note. In July 2016, the Company repaid the $150,000 outstanding balance of the note. As of December 31, 2016 and 2015, the Bermuda Lender was a related party as a result of having in excess of a 10% beneficial ownership interest in the Company’s common stock. On June 30, 2016, the Company borrowed $500,000 from Tuxis Trust (the “Trust”). A director and principal shareholder of the Company serves as a trustee of the Trust, which was established for the benefit of his immediate family. The promissory note evidencing the loan provides for the payment of the principal amount, together with interest at the rate of 10% per annum, on July 1, 2017. In the event that, prior to maturity, the Company receives net proceeds of $10,000,000 from a single equity or debt financing (as opposed to a series of related or unrelated financings), the Trust has the right to require that the Company prepay the amount due under the note (subject to the consent of the party that provided the particular financing). In consideration of the loan, the Company issued to the Trust a five-year, immediately vested warrant for the purchase of 40,000 shares of common stock of the Company at an exercise price of $4.00 per share. The $55,659 relative fair value of the warrant has been recorded as debt discount and will be amortized over the term of the note During the year ended December 31, 2016, the Company issued notes payable with an aggregate principal balance of $197,500 for aggregate cash consideration of $190,000 to directors of the Company. The notes mature on dates ranging from January 31, 2017 to February 5, 2017 and range from bearing no interest to 10% interest per annum, payable monthly. The $7,500 difference between the principal amount of the notes and the cash received was recorded as debt discount and is being amortized to interest expense over the term of notes. In connection with the note issuances, t See Note 10 – Stockholders’ Deficiency – Warrant and Option Valuation and Note 10 – Stockholders’ Deficiency – Stock Warrants regarding details for the valuation of warrants and the Black-Scholes valuation assumptions. Convertible Notes Issuances During the year ended December 31, 2015, the Company issued convertible notes with an aggregate principal balance of $735,000 for aggregate cash consideration of $725,000. The convertible notes matured between July 2015 and June 2016 and accrued interest at rates ranging from 1% to 12% per annum payable at maturity. The $10,000 difference between the principal amount of the convertible notes and the cash received was recorded as debt discount and was amortized to interest expense over the term of the convertible notes. The convertible notes were convertible into shares of the Company’s common stock at the election of the Company during the five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to the greater of (a) a range of 55% to 65% of the fair value of the Company’s common stock or (b) $2.00 or $3.00 per share depending on the note. With respect to $272,500 principal amount of the notes, in the event that the Company elected to convert a portion of the principal outstanding under the notes into common stock, the holder had the right to convert up to the remaining principal into shares of common stock at the conversion price. In connection with the issuance of the convertible notes, the Company issued five-year, immediately vested warrants to purchase an aggregate of 30,885 shares of common stock at exercise prices ranging from $5.00 to $10.00 per share. The aggregate relative fair value of the warrants of $90,018 has been recorded as debt discount and was amortized over the term of the convertible notes. See “Conversions, Exchanges, and Other” below. During the year ended December 31, 2016, the Company issued convertible notes with an aggregate principal balance of $530,000 which mature on dates ranging from September 2016 to August 2017 and accrue interest at 10% per annum payable at maturity. The convertible notes are convertible into shares of the Company’s stock at the election of the Company during the five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to the greater of (a) a range of 60% to 62% of the fair value of the Company’s common stock or (b) $0.75, $1.00, or $2.00 per share depending on the note, With respect to $296,250 principal amount of the notes, in the event that the Company elects to convert a portion of the principal outstanding under the notes into common stock, the holder will have the right to convert up to the remaining principal into shares of common stock at the conversion price. In connection with the issuance of convertible notes, the Company issued five-year, immediately vested warrants to purchase an aggregate of 33,750 shares of common stock at an exercise price of $4.00 per share. The aggregate relative fair value of the $53,150 has been recorded as debt discount and is being amortized over the term of the convertible notes. Conversions, Exchanges and Other During the year ended December 31, 2015, the Company elected to convert certain convertible notes with an aggregate principal balance of $223,333 and aggregate accrued interest of $15,175 into an aggregate of 53,595 shares of common stock at conversion prices ranging from $3.00 to $5.16 per share. During the year ended December 31, 2015, the Company and certain lenders agreed to exchange certain convertible notes with an aggregate principal balance of $266,667, along with accrued and unpaid interest of $12,580, for an aggregate of 92,875 shares of common stock and immediately vested, five-year warrants to purchase an aggregate of 39,092 shares of common stock at an exercise price of $4.00 per share. The common stock and warrants had an aggregate grant date value of $288,060 and, as a result, the Company recorded a loss on extinguishment of $8,813. During the year ended December 31, 2016, the Company elected to convert certain convertible notes with an aggregate principal balance of $325,000 and aggregate accrued interest of $16,751 into an aggregate of 137,006 shares of common stock at conversion prices ranging from $1.94 to $3.00 per share. During the year ended December 31, 2016, the Company and certain lenders agreed to exchange certain convertible notes with an aggregate principal balance of $235,000, along with accrued and unpaid interest of $9,788, for an aggregate of 143,102 shares of common stock at prices ranging from $1.50 to $2.10 per share. The common stock had an aggregate issuance date value of $298,762 and, as a result, the Company recorded a loss on extinguishment of $53,974. During the years ended December 31, 2016 and 2015, the contingently adjustable conversion ratio associated with certain convertible notes was resolved and such notes became convertible during the period. The Company estimated the intrinsic value of the embedded conversion option based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the convertible note. During the years ended December 31 2016 and 2015, the Company recognized $231,708 and $87,788, respectively, related to the beneficial conversion feature as debt discount which was immediately amortized. As of December 31, 2016, the outstanding convertible notes have maturity dates ranging from February 2017 to August 2017 and predominantly bear interest at a rate of 10% per annum payable at maturity. See Note 10 – Stockholders’ Deficiency – Warrant and Option Valuation and Note 10 – Stockholders’ Deficiency – Stock Warrants regarding details for the valuation of warrants and the Black-Scholes valuation assumptions. Other Notes Issuances During the year ended December 31, 2015, the Company issued other notes payable with an aggregate principal amount of $478,018 for aggregate cash consideration of $400,015, including the issuance of a note payable in the principal amount of $75,000 for a short-term advance from a related party in the amount of $65,000. The notes issued had maturity dates between October 2015 and December 2015, bore no interest and the $78,003 difference between the aggregate principal amount of the notes and the cash received was recorded as debt discount and was amortized to interest expense over the term of the notes. During the year ended December 31, 2016, the Company issued other notes payable with an aggregate principal amount of $724,500 for aggregate cash consideration of $674,000. The notes issued have maturity dates ranging from September 2016 to April 2017, interest rates ranging from bearing no interest to 10% per annum, payable at maturity, and the $58,000 difference between the principal amount of the notes and the cash received was recorded as debt discount and is being amortized to interest expense over the term of notes. In connection with the issuance of the notes, the Company issued five-year, immediately vested warrants to purchase an aggregate of 39,000 shares of common stock at an exercise price of $4.00 per share. The aggregate $61,767 relative fair value of the warrants has been recorded as debt discount and is being amortized over the term of the notes. Exchanges and Other During the year ended December 31, 2015, the Company and certain lenders agreed to exchange certain other notes with an aggregate principal balance of $877,873, along with accrued and unpaid interest of $82,701, for an aggregate of 188,632 shares of common stock and five-year warrants to purchase an aggregate of 111,358 shares of common stock at exercises ranging from $4.00 to $15.00 per share. The stock and warrants had an aggregate issuance date value of $982,112 and, as a result, the Company recorded a loss on extinguishment of $21,537. During the year ended December 31, 2015, the Company extended certain other notes payable in the aggregate principal amount of $735,081 from maturity dates ranging from October 2015 to December 2015 to new maturity dates ranging from December 2015 to October 2016. In connection with the extension of other notes, the Company issued the lenders an aggregate of 10,000 shares of common stock and five-year warrants to purchase an aggregate of 37,500 shares of common stock at an exercise prices of $4.00 per share. The aggregate grant date fair value of the shares and warrants of $88,875 has been recorded as debt discount and was amortized over the terms of the notes. Additionally, in connection with a certain other note extension, the Company reduced the exercise price of warrants held by a certain lender to purchase an aggregate of 35,215 shares of common stock from $10.00 per share to $4.00 per share. In connection with the warrant modifications, the Company recognized $10,234 of deferred debt discount which was amortized over the term of the extended note. During the year ended December 31, 2015, the Company repaid an aggregate principal balance of $5,000 related to certain other notes. During the year ended December 31, 2015, the Company and a lender agreed that a certain other note payable held by the lender in the principal amount of $5,000 was to be extinguished in connection with the terms of a settlement agreement. See Note 9 – Commitments and Contingencies – Litigation for additional details. During the year ended December 31, 2016, the Company and certain lenders agreed to exchange certain other notes with an aggregate principal balance of $49,018 for an aggregate of 23,925 shares of common stock at prices ranging from $1.25 to $2.45 per share. The common stock had an aggregate issuance date value of $53,831 and, as a result, the Company recorded a loss on extinguishment of $4,813. During the year ended December 31, 2016, the Company and a lender agreed to multiple extensions of the maturity date of a non-interest bearing note payable in the original principal amount of $244,000 from February 5, 2016 to July 15, 2016. In connection with the extensions, the Company (i) paid the lender an aggregate of $111,000 of which $96,000 was repayment of the principal balance and $15,000 was a fee related to the extension which is reflected within interest expense in the consolidated statements of operations, (ii) the lender received 6,000 shares of common stock with a fair value of $13,500 which was recorded as debt discount and amortized over the term of the extension and (iii) the Company and the lender agreed to exchange principal in the amount of $10,000 into 8,000 shares of common stock (included within the exchanges discussed above). On July 15, 2016, the Company repaid the $138,000 outstanding principal balance. During the year ended December 31, 2016, excluding amounts extended as discussed above, the Company extended notes payable with an aggregate principal balance of $567,063 from maturity dates within October 2015 to new maturity dates ranging from August 2016 to October 2017. In connection with one of the notes extended, the Company issued a five-year, immediately vested warrant to purchase 30,000 shares at an exercise price of $4.00 per share. The $52,800 relative fair value of the warrant has been recorded as debt discount and is being amortized over the term of the note. Additionally, outstanding warrants to purchase an aggregate of 60,215 shares of common stock with an exercise price of $4.00 and expiration dates ranging from June 2017 to December 2020 had their expiration dates extended to October 2021. In connection with the warrant modifications, the Company recognized $13,120 of deferred debt discount which is being amortized over the term of the extended note. During the year ended December 31, 2016, excluding amounts repaid as discussed above, the Company repaid an aggregate principal amount of $92,500 of notes payable. As of December 31, 2016, the outstanding other notes have maturity dates ranging from past due to October 1, 2017 and bear interest at rates ranging from 0% to 15% payable at maturity. The holder of one of the notes is entitled to five years of royalty payments associated with cosmetic revenues, as defined in the note, ranging from 2.0% to 4.0% of cosmetic revenues, depending on the year the cosmetic revenues are earned. Given that the Company has not yet generated any cosmetic revenues, no royalty payments have been earned. See Note 10 – Stockholders’ Deficiency – Warrant and Option Valuation and Note 10 – Stockholders’ Deficiency – Stock Warrants regarding details for the valuation of warrants and the Black-Scholes valuation assumptions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes United States and foreign components of loss before income taxes were as follows: For The Years Ended December 31, 2016 2015 United States $ (8,627,380 ) $ (7,767,924 ) Foreign (8,912 ) (155,556 ) Loss before income taxes $ (8,636,292 ) $ (7,923,480 ) The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: For The Years Ended December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforward $ 3,495,000 $ 1,181,900 Stock-based compensation 2,868,000 1,976,600 Accruals 237,000 231,100 Research & development tax credits 192,000 139,480 Other 2,000 2,100 Gross deferred tax assets 6,794,000 3,531,180 Deferred Tax Liabilities: Fixed assets (97,000 ) (110,300 ) Intangible assets (18,000 ) (13,400 ) Gross deferred tax liabilities (115,000 ) (123,700 ) Net deferred tax assets 6,679,000 3,407,480 Valuation allowance (6,679,000 ) (3,407,480 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ 3,271,520 $ (2,922,620 ) The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2016 2015 Federal: Current $ - $ - Deferred (2,927,149 ) 2,614,976 State and local: Current - - Deferred (344,371 ) 307,644 (3,271,520 ) 2,922,620 Change in valuation allowance 3,271,520 (2,922,620 ) Income tax provision (benefit) $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For The Years Ended December 31, 2016 2015 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.0 )% (4.0 )% Permanent differences 0.4 % 0.8 % Research & development tax credits (0.6 )% (0.6 )% Impact of Section 382 limit 0.0 % 76.0 % True-ups and other 0.3 % (0.6 )% Change in valuation allowance 37.9 % (37.6 )% Effective income tax rate 0.0 % 0.0 % The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At December 31, 2016 and 2015, the Company had approximately $9,200,000 and $3,100,000, respectively, of federal net operating losses that may be available to offset future taxable income. State net operating losses are not materially different from the federal net operating losses. The net operating loss carry forwards, if not utilized, will expire from 2029 to 2036 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations due to greater than 50% ownership changes. The Section 382 limitations that became effective on or about August 2015 and July 2014 have resulted in (a) approximately $15,500,000 and $5,700,000, respectively, of federal NOLs not being realizable; and (b) the reversal of approximately $5,900,000 and $2,200,000, respectively, of net operating loss deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and the state of New York (also formerly Florida), which remain subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2013. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 – Commitments and Contingencies Consulting Agreements Business Advisory Services In March 2017, a previously expired agreement for business advisory services was further amended. Pursuant to the amendment, the agreement was reinstated effective as of January 1, 2017 and provides for an expiration date of December 31, 2017. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 25,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate grant date value of the warrant of $40,763 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the unaudited condensed consolidated financial statements. Concurrently, the Company entered into an exchange agreement with the consultant pursuant to which $30,000 of accrued consulting fees were exchanged for 10,000 shares of common stock of the Company and, in consideration thereof, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 10,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate value of shares and warrant was $36,300, and accordingly the Company recorded a loss on settlement of payables of $6,300. Operating Lease Rent expense amounted to approximately $31,000 and $63,000 for the three and six months ended June 30, 2017, respectively. During the three and six months ended June 30, 2016, the Company recognized approximately $33,000 and $66,000, respectively, of rent expense. Litigations, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business, and as of June 30, 2017, none are expected to materially impact the Company’s financial position. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Employment Agreements In February 2017 and March 2017, the Company’s Compensation Committee and Board of Directors, respectively, approved the following associated with performance-based cash bonuses for certain of the Company’s officers and current employees: (i) new performance-based cash bonuses payable for the year ending December 31, 2017 such that an aggregate of up to $402,500 could be earned for such year pursuant to the satisfaction of such goals; and (ii) the amendment of the performance-based cash bonuses for the year ended December 31, 2016 such that an aggregate of up to $322,000 could be earned for such year pursuant to the satisfaction of such goals. Also, pursuant to the amendment of the performance-based cash bonuses, the Company’s officers and certain employees’ achievement date of 2016 milestones was extended from January 31, 2017 to July 31, 2017. As of December 31, 2016, the Company accrued approximately $191,000 for 2016 bonus milestones which were achieved and approximately $100,000 for 2016 bonus milestones which were probable to be achieved. As of June 30, 2017, the Company accrued approximately $255,250 for 2016 bonus milestones which were achieved and approximately $199,870 for 2017 bonus milestones which were probable to be achieved. | Note 9 – Commitments and Contingencies Operating Lease The Company is a party to a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”) with respect to its corporate and laboratory operations. The Melville Lease expires in March 2020 (subject to extension at the option of the Company for a period of five years) and calls for an annual base rental during the initial term ranging between $132,600 and $149,260. The aggregate base rent payable over the lease term will be recognized on a straight-line basis. In connection with the operating lease, the Company paid the landlord a security deposit of $45,900, which is reflected on the consolidated balance sheet as of December 31, 2016 and 2015. During the year ended December 31, 2016, the Company received a credit of $20,912 towards its 2016 rent payments in connection with a tax rebate received by the landlord. The Company’s rent expense amounted to $124,038 and $141,131 for the years ended December 31, 2016 and 2015, respectively. Rent expense is reflected in general and administrative expenses and research and development expenses in the consolidated statement of operations. Future minimum payments under this operating lease agreement is as follows: For the Years Ending, December 31, Amount 2017 $ 127,948 2018 131,778 2019 148,172 2020 37,315 $ 445,213 Litigations, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In April 2015, the Company and an alleged former consultant entered into a settlement agreement regarding an action commenced against the Company in the Circuit Court of Palm Beach County, Florida by the plaintiff. In connection with the settlement agreement, during the year ended December 31, 2015, in addition to certain cash payment obligations, the Company issued the plaintiff 4,230 shares of common stock and five-year, immediately vested warrants to purchase an aggregate of 30,000 shares of common stock at exercise prices ranging from $7.60 to $12.00 per share in full satisfaction of the claims. The aggregate value of the issuances of $152,000 was recognized immediately. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Research Agreements In June 2015, a research agreement entered into in June 2012 between the Company and the research foundation of a state university expired. During the year ended December 31, 2015, the Company recorded research and development expense of approximately $103,000 in connection with the research agreement. As of December 31, 2016, the Company had accrued approximately $112,000, in connection with the research agreement, which is included in accrued expenses and other current liabilities in the consolidated balance sheets. Consulting Agreements Business Advisory Services In August 2015, a February 2011 agreement for business advisory services that had expired on June 30, 2015 was further amended. Pursuant to the amendment, the agreement was reinstated effective as of July 1, 2015 and provided for an expiration date of June 30, 2016 (the “New Business Advisory Extended Term”). In June 2016, the agreement was further amended and the agreement was reinstated effective as of July 1, 2016 and provided for an expiration date of December 31, 2016 (the “New Business Advisory Extended Term”). In consideration of services rendered during the New Business Advisory Extended Term, the Company agreed to pay a cash fee of $15,000 per month and the Company granted an immediately vested five-year warrant to purchase 10,000 shares of common stock at an exercise price of $12.00 per share and an immediately vested five-year warrant to purchase 10,000 shares of common stock at an exercise price of $10.00 per share. The aggregate grant date value of the warrants of $74,923 was recognized immediately. During each of the years ended December 31, 2016 and 2015, the Company recorded cash consulting fee expense of $180,000 related to the business advisory agreement. See Note 10 – Stockholders’ Deficiency – Warrant and Option Valuation and Note 10 – Stockholders’ Deficiency – Stock Warrants regarding details for the valuation of warrants and the Black-Scholes valuation assumptions. Employment Agreements Chief Executive Officer In March 2015, the Company and its Chief Executive Officer (“CEO”) agreed to extend the term of his employment agreement to December 31, 2017. Pursuant to the employment agreement, the CEO is entitled to receive a salary of $400,000 per annum and, effective January 1, 2015, the CEO’s annual car allowance was reduced to $7,200 from $14,400. Pursuant to the employment agreement, the CEO was entitled to receive an annual bonus for 2015 equal to 50% of his annual base salary and is entitled to receive an annual bonus for each of 2016 and 2017 of up to 50% of his annual base salary in the event certain performance goals, as determined by the Compensation Committee of the Board of Directors of the Company(the “Compensation Committee”), are satisfied. In February 2017, the Compensation Committee and the CEO agreed to amend the CEO’s 2016 annual bonus such that (i) the total bonus that could be earned would be equal to 40% of the CEO’s 2016 annual salary and (ii) the CEO would have until July 31, 2017 to satisfy certain performance goals related to his 2016 bonus. Pursuant to the employment agreement, in the event that (a) the CEO’s employment is terminated by the Company without cause, or (b) the CEO terminates his employment for “good reason” (each as defined in the employment agreement), or (c) the term of the CEO’s employment agreement is not extended beyond December 31, 2017 and, within three months of such expiration date, his employment is terminated by the Company without “cause” or the CEO terminates his employment for any reason, the CEO would be entitled to receive severance in an amount equal to his then annual base salary and certain benefits, plus $100,000 (in lieu of bonus). Further, in the event that the CEO’s employment is terminated by the Company without cause, or the CEO terminates his employment for “good reason”, following a “change in control” (as defined in the employment agreement), the CEO would be entitled to receive severance in an amount equal to one and one-half times his then annual base salary and certain benefits, plus $300,000 (in lieu of bonus). During each of the years ended December 31, 2016 and 2015, the Company recorded $407,200 in operating expenses with regard to the CEO’s base salary and car allowance. As of December 31, 2016 and 2015, the accrued and unpaid compensation (salary, bonus, tax liability, car allowance and vacation pay) for the CEO was $602,221 and $797,576, respectively, and was included in accrued expenses and other current liabilities in the consolidated balance sheets. As of December 31, 2016, the Company has accrued $96,000 and $49,691 for CEO bonus payments which have been achieved or are probable to be achieved over the service period, respectively. Other During the year ended December 31, 2016, the Company’s Compensation Committee and Board of Directors approved performance-based cash bonuses for the year ended December 31, 2016 for the Company’s officers and certain employees in the aggregate amount of up to $225,750, excluding amounts earnable by the Company’s CEO. In March 2017, the Company’s Board of Directors approved amendments of the performance-based cash bonuses for the year ended December 31, 2016 for the Company’s officers (other than the CEO, as discussed above) and certain current employees such that (i) an aggregate of up to $162,000, excluding amounts earnable by the Company’s CEO, could be earned pursuant to the satisfaction of certain 2016 performance goals and (ii) the Company’s officers and certain employees would have until July 31, 2017 to satisfy certain performance goals related to cash bonuses for the year ended December 31, 2016. As of December 31, 2016, excluding amounts due to the Company’s CEO as discussed above, the Company has accrued $95,041 and $50,531 for bonus payments which have been achieved or are probable to be achieved over the service period, respectively. In February 2015, the Company hired a President for its Disc/Spine Division (“Division President”) pursuant to an at-will employment agreement which entitles him to a specified salary and bonus. In the event the Company terminates the Division President’s employment without cause, the Division President is entitled to cash severance payments equal to one-half of his then annual base salary (such one-half amount is currently $150,000) paid over nine months. As additional compensation, the Company granted the Division President a ten-year option to purchase 25,000 shares of common stock at an exercise price of $9.20 per share, pursuant to the Plan. The options vests over three years on the grant date anniversaries. The grant date value of $200,400 is being recognized proportionate to the vesting period. In March 2015, the Company agreed to amend the at-will employment agreement with its Vice President of Research and Development (“VP of R&D”). Pursuant to the employment agreement, as amended, in the event that the VP of R&D’s employment with the Company is terminated without cause, the VP of R&D would be entitled to receive a cash severance payment equal to one-half of his base annual salary (such one-half amount is currently $125,000). As of December 31, 2016, two other employees have “at-will” employment agreements with the Company that provide for aggregate cash severance payments of $175,000, payable over twelve months, upon involuntary termination. Board of Directors As of December 31, 2016, and 2015, $357,500 and $200,000, respectively, of director cash compensation was outstanding and included in accrued expenses and other current liabilities in the consolidated balance sheets. Related Party Agreement In March 2015, a 2014 agreement, as amended, between the Company and an affiliate of one of its then directors for consulting services related to the Company’s brtxDISC Program and ThermoStem Program expired. Pursuant to the aggrement, the Company issued 1,725 shares of common stock to one of its then directors. The common stock had a grant date fair value of $15,000 which was recognized immediately and is reflected within consulting expenses within the Company’s consolidated statement of operations. |
Stockholders' Deficiency
Stockholders' Deficiency | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders’ Deficiency | Note 7 – Stockholders’ Deficiency Common Stock and Warrant Offerings During the six months ended June 30, 2017, the Company issued an aggregate of 331,335 shares of common stock and five-year immediately vested warrants to purchase an aggregate of 341,335 shares of common stock at an exercise price of $4.00 to investors for aggregate gross proceeds of $994,000. The warrants had an aggregate grant date fair value of $553,295. Warrant Compensation On April 5, 2017, the Company extended, a previously expired agreement with a consultant from January 1, 2017 to June 30, 2017. In connection with this extension, the Company issued a five-year immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $4.50 per share. The warrant grant date fair value of $30,440 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the unaudited condensed consolidated financial statements. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate ranging from 0% to 5% for options granted during the six months ended June 30, 2017 and 2016. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Warrant Modification and Exercise On February 10, 2017, with respect to a warrant held by an investor, the Company agreed that (i) the conditions to the exercisability of the warrant for tranches to purchase an aggregate of 35,000 shares were eliminated, such that the entire warrant to purchase 50,000 shares of common stock was exercisable, and (ii) the exercise price of the warrant was reduced from an exercise price of $30.00 per share to $3.50 per share. Concurrent with the modification of the warrant, the investor exercised the warrant in full for aggregate gross proceeds to the Company of $175,000. The Company recognized a warrant modification charge of $4,500 during the six months ended June 30, 2017, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates which is reflected in warrant modification expense in the unaudited condensed consolidated statement of operations . Stock Warrants In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Risk free interest rate 1.98% - 2.22 % 1.01% - 1.41 % 1.98% - 2.33 % 0.44% - 1.47 % Expected term (years) 5.00 5.00 5.00 0.67 - 5.00 Expected volatility 120 % 126 % 120% - 132 % 124% - 126 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the three and six months ended June 30, 2017 was approximately $1.47 and $1.61 per share, respectively. The weighted average estimated fair value of the warrants granted during the three and six months ended June 30, 2016 was $1.02 and $1.76 per share, respectively. The Company recorded stock–based compensation expense of $30,440 and $71,203 during the three and six months ended June 30, 2017, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the unaudited condensed consolidated statements of operations. As of June 30, 2017, there was no unrecognized stock-based compensation expense related to stock warrants. The Company recorded no stock–based compensation expense during the three and six months ended June 30, 2016. A summary of the warrant activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2016 2,953,651 $ 5.40 [1] Issued 704,305 4.03 Exercised (50,000 ) 3.50 Expired (15,125 ) 30.33 Outstanding, June 30, 2017 3,592,831 $ 4.93 3.2 $ - Exercisable, June 30, 2017 3,592,831 $ 4.93 3.2 $ - [1] Excludes the impact of a warrant to purchase 35,000 shares of common stock that had an exercise price which was the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability was subject to satisfaction of certain performance criteria which had not occurred as of December 31, 2016. As discussed above under Warrant Modification and Exercise, on February 10, 2017, the performance criteria were eliminated and the exercise price was reduced to $3.50 per share in consideration of the full exercise of the warrant by the holder. The following table presents information related to stock warrants at June 30, 2017: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $4.00 - $4.99 2,243,550 3.4 2,243,550 $5.00 - $5.99 1,184,243 3.0 1,184,243 $6.00 - $7.99 40,000 3.1 40,000 $8.00 - $9.99 2,500 2.4 2,500 $10.00 - $14.99 55,446 2.8 55,446 $15.00 - $19.99 38,559 2.2 38,559 $20.00 - $80.00 28,533 0.7 28,533 3,592,831 3.2 3,592,831 Stock Options On February 14, 2017, the Compensation Committee reduced the exercise price of outstanding options for the purchase of an aggregate of 1,219,450 shares of common stock of the Company (with exercise prices ranging between $5.70 and $30.00 per share) to $4.70 per share, which was the closing price for the Company’s common stock on February 13, 2017, as reported by the OTCQB. The exercise price reduction related to options held by, among others, the Company’s executive officers and directors. The incremental value of the modified options compared to the original options, both valued as of the respective modification date, of $430,394 is being recognized over the vesting term of the options. On June 23, 2017, the Company issued ten-year options to an employee and directors to purchase an aggregate of 850,000 shares of common stock at an exercise price of $3.35 per share. The options vest as follows: (i) options for the purchase of 283,336 shares vest immediately, (ii) options for the purchase of 283,334 shares vest on the one year anniversary of the issuance date and (iii) options for the purchase of 283,330 shares vest on the two year anniversary of the issuance date. The options had an aggregate grant date value of $2,391,900. A summary of the option activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2016 2,168,950 6.27 Granted 850,000 3.35 Forfeited (250 ) 4.70 Outstanding, June 30, 2017 3,018,700 $ 4.34 8.4 $ - Exercisable, June 30, 2017 1,721,212 $ 4.74 7.8 $ - The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $3.10 - $3.99 1,707,000 9.3 756,342 $4.00 - $4.99 1,234,200 6.8 887,370 $5.00 - $5.99 5,000 7.0 5,000 $6.00 - $19.99 37,500 6.5 37,500 $20.00 - $30.00 35,000 4.7 35,000 3,018,700 7.8 1,721,212 The following table presents information related to stock option expense: Weighted For the For the Average Three Months Six Months Remaining Ended Ended Amortization June 30, June 30, Unrecognized at Period 2017 2016 2017 2016 June 30, 2017 (Years) Consulting $ 714,545 $ 439,644 $ 983,159 $ 543,742 $ 1,645,293 1.6 Research and development 106,507 75,156 364,923 182,339 609,198 1.6 General and administrative 476,226 442,450 863,826 592,163 1,194,109 1.5 $ 1,297,278 $ 957,250 $ 2,211,908 $ 1,318,244 $ 3,448,600 1.6 | Note 10 – Stockholders’ Deficiency Authorized Capital In December 2014, the Company’s stockholders approved the reincorporation of the Company from the State of Nevada to the State of Delaware effective January 1, 2015 and in connection therewith (i) approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 100,000,000 to 200,000,000; and (ii) approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of preferred stock authorized to be issued by the Company from 1,000,000 to 5,000,000. Effective July 7, 2015, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-20 reverse split of the Company’s issued and outstanding common stock and a reduction in the number of shares of common stock authorized to be issued by the Company from 200,000,000 to 30,000,000. As of December 31, 2016, the Company was authorized to issue 30,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.01 par value. The holders of the Company’s common stock are entitled to one vote per share. Subject to the rights of holders of preferred stock, if any, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Subject to the rights of holders of preferred stock, if any, upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. 2010 Equity Participation Plan In September 2015, the Compensation Committee increased the number of shares authorized to be issued pursuant to the Plan from 1,000,000 to 2,000,000, subject to stockholder approval. In November 2015, the Compensation Committee further increased the number of shares authorized to be issued pursuant to the Plan to 2,250,000, subject to stockholder approval. In December 2015, the Company’s stockholders approved an increase in the number of shares of common stock authorized to be issued pursuant to the Plan to 2,250,000. In August 2016 and October 2016, the Compensation Committee and the Company’s stockholders, respectively, approved an increase in the number of shares authorized to be issued pursuant to the Company’s 2010 Equity Participation Plan from 2,250,000 to 4,250,000. Common Stock and Warrant Offerings During the year ended December 31, 2015, the Company issued an aggregate of 395,425 shares of common stock at prices ranging from $4.00 to $7.00 per share to investors for aggregate gross proceeds of $2,033,700 (of such aggregate issuances, 50,000 shares of common stock were issued to the Bermuda Lender for an aggregate gross proceeds of $300,000). In connection with the purchases, the Company issued five-year warrants to purchase an aggregate of 259,464 shares of common stock at exercise prices ranging from $5.00 to $15.00 per share of common stock (of such aggregate warrant issuances, the Bermuda Lender was issued a five-year warrant to purchase 12,500 shares of common stock at an exercise price of $15.00 per share with a grant date value of $40,000). The warrants had an aggregate grant date value of $611,730. In connection with the purchase of 125,000 shares of common stock (the “Shares”) and a warrant to purchase 125,000 shares of common stock at an exercise price of $5.00 per share (the “Warrant”) for gross proceeds of $500,000, the Company agreed to cause the appointment and election of the investor to its Board of Directors. In December 2015, the investor was elected as a director of the Company. During the year ended December 31, 2016, the Company issued an aggregate of 956,883 shares of common stock and warrants to purchase an aggregate of 1,801,177 shares of common stock at exercise prices ranging from $4.00 to $5.00 per share to investors for aggregate gross proceeds of $3,498,338. Of the aggregate warrants issued, warrants to purchase 444,444, 400,000 and 956,733 shares of common stock had terms of 0.7, 1.0 and 5.0 years, respectively. The warrants had an aggregate grant date fair value of $2,054,144. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate ranging from 0% to 5% for options granted during the years ended December 31, 2016 and 2015. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Warrant Exercises During the year ended December 31, 2015, warrants to purchase an aggregate of 75,473 shares of common stock were exercised at a reduced exercise price of $3.50 per share (reduced from exercises prices ranging from $4.00 to $15.00 per share) for aggregate gross proceeds of $264,144. The Company recognized a warrant modification charge of $20,295 during the year ended December 31, 2015 which represents the incremental value of the modified warrant as compared to the original warrant, both valued as of the respective modification dates. During the year ended December 31, 2016, warrants to purchase an aggregate of 60,831 shares of common stock were exercised at a reduced exercise price of $3.50 per share (reduced from exercises prices ranging from $4.00 to $15.00 per share) for aggregate gross proceeds of $212,898. The Company recognized a warrant modification charge of $23,448 during the year ended December 31, 2016, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates . Stock Warrants In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Years Ended December 31, 2016 2015 Risk free interest rate 0.44% - 2.07 % 1.29% - 1.75 % Expected term (years) 0.67 - 5.00 5.00 Expected volatility 124% - 152 % 120% - 122 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2016 and 2015 was approximately $1.18 and $2.72 per share, respectively. See Note 7 – Notes Payable for details associated with the issuance of warrants in connection with note issuances and the exchange of notes payable. See Note 9 – Commitments and Contingencies – Consulting Agreements for details associated with the issuance of warrants as compensation. See Note 10 – Stockholders’ Deficiency – Common Stock and Warrant Offerings for details associated with the issuance of warrants in connection with common stock and warrant offerings. During the year ended December 31, 2015, the Company extended the expiration date of previously outstanding warrants to purchase an aggregate of 47,939 shares of common stock from expiration dates ranging from December 31, 2015 to January 23, 2016 to new expiration dates ranging from December 31, 2016 to December 31, 2017 and reduced the exercise price of previously outstanding warrants to purchase an aggregate of 470,085 shares of common stock from exercise prices ranging from $6.00 to $20.00 per share to new exercise prices ranging from $4.00 to $10.00 per share. During year ended December 31, 2015, the Company recognized $77,905 of incremental expense related to the modification of the warrants which is reflected in warrant modification expense in the consolidated statements of operations. During the year ended December 31, 2016, the Company issued an immediately vested five-year warrant to purchase 40,000 shares of common stock at an exercise price of $4.00 per share to a consultant for services rendered. The issuance date fair value of $62,908 was immediately recognized as stock-based compensation expense which is reflected in consulting expense in the consolidated statements of operations. During the year ended December 31, 2016, the Company reduced the exercise price of previously outstanding warrants to purchase an aggregate of 44,166 shares of common stock from exercise prices ranging from $6.00 to $15.00 per share to a new exercise price of $4.00 per share and recognized $5,038 of incremental expense related to the modification of the warrants which is reflected in warrant modification expense in the consolidated statements of operations. The Company recorded stock–based compensation expense of $62,908 and $99,501 during the years ended December 31, 2016 and 2015, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the consolidated statements of operations. As of December 31, 2016, there was no unrecognized stock-based compensation expense related to stock warrants. A summary of the warrant activity during the year ended December 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2015 1,066,930 $ 7.56 [1] Issued 1,991,927 4.64 Exercised (60,831 ) 3.50 [2] Forfeited (44,375 ) 4.00 Outstanding, December 31, 2016 2,953,651 $ 5.40 [1] 3.3 $ - Exercisable, December 31, 2016 2,918,651 $ 5.40 3.4 $ - [1] Excludes the impact of a warrant to purchase 35,000 shares of common stock that has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. [2] During the year ended December 31, 2016, warrants to purchase an aggregate of 60,831 shares of common stock were exercised at a reduced exercise price of $3.50 per share (reduced from exercise prices ranging from $4.00 to $15.00 per share) for aggregate gross proceeds of $212,898. The Company recognized a warrant modification charge of $23,448 during the year ended December 31, 2016, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates. See Note 10 – Stockholders’ Deficiency – Warrant Exercises for additional details. The following table presents information related to stock warrants at December 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $4.00 - $4.99 1,554,245 3.4 1,554,245 $5.00 - $5.99 1,169,243 3.4 1,169,243 $6.00 - $7.99 40,000 3.6 40,000 $8.00 - $9.99 2,500 2.9 2,500 $10.00 - $14.99 55,446 3.3 55,446 $15.00 - $19.99 38,559 2.9 38,559 $20.00 - $80.00 58,658 0.7 58,658 Variable [1] 35,000 - - 2,953,651 3.4 2,918,651 [1] A warrant to purchase 35,000 shares of common stock has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. Stock Options In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Year Ended December 31, 2016 2015 Risk free interest rate 1.16% - 1.53 % 1.33% - 2.24 % Expected term (years) 5.50 - 10.00 5.00 - 10.00 Expected volatility 124% - 126 % 120% - 123 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the stock options granted during the years ended December 31, 2016 and 2015 was approximately $3.24 and $4.07 per share, respectively. See Note 9 – Commitments and Contingencies for details associated with certain grants of options as compensation to employees, directors and consultants. In September 2015, the Compensation Committee determined that, with respect to all outstanding options granted under the Plan, to the extent not already provided for in the stock option agreement evidencing the option grant, the optionee be given the right to exercise the option on a cashless basis as contemplated by Section 13(b) of the Plan and, other than in the case of the Company’s CEO, in the event of a termination of employment, directorship, consultancy or membership on the Company’s Scientific Advisory Board, to the extent that the options are then exercisable, they shall remain exercisable until twelve months following such termination (unless the stock option agreement evidencing the option grant provides that such options are exercisable until the expiration date of the options), but in no event shall the options be exercisable after the respective expiration dates of the options. In February 2016, the Company granted a ten-year option to a director to purchase 15,000 shares of the Company’s common stock at an exercise price of $3.70. The shares vest ratably over three years on the issuance date anniversaries. The options had an aggregate grant date value of $52,900. In June 2016, the Company issued ten-year options to employees, directors and advisors to purchase an aggregate of 827,000 shares of common stock at an exercise price of $3.73 per share, pursuant to the Plan. The shares vest as follows: (i) 192,333 shares vest immediately, (ii) 384,667 shares vest ratably over two years on the issuance date anniversaries and (iii) 250,000 shares vest ratably over three years on the issuance date anniversaries. The options had an aggregate grant date value of $2,682,800. In August 2016, the Company granted a ten-year option to the Chairman of the Company’s Scientific Advisory Board, to purchase 15,000 shares of the Company’s common stock at an exercise price of $3.10. The shares vest ratably over two years on the issuance date anniversaries. The option had a grant date fair value of $41,000 and will be amortized over the vesting period of the option. The following table presents information related to stock option expense: Weighted Average Remaining For the Year Ended Unrecognized at Amortization December 31, December 31, Period 2016 2015 2016 (Years) Consulting $ 880,288 $ 595,446 $ 902,142 1.4 Research and development 492,061 376,596 902,056 2.0 General and administrative 1,001,445 705,546 1,068,001 1.5 $ 2,373,794 $ 1,677,588 $ 2,872,199 1.6 A summary of the option activity during the year ended December 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2015 1,330,450 $ 10.11 Granted 857,000 3.72 Forfeited (18,500 ) 16.41 Outstanding, December 31, 2016 2,168,950 $ 7.53 8.2 $ 3,000 Exercisable, December 31, 2016 1,137,620 $ 9.78 7.6 $ - The following table presents information related to stock options at December 31, 2016: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $3.10 - $3.99 857,000 9.4 192,336 $4.00 - $4.99 15,000 8.9 5,000 $5.00 - $5.99 35,000 7.5 35,000 $6.00 - $6.99 318,750 7.3 213,749 $7.00 - $7.99 507,000 8.6 305,501 $8.00 - $8.99 32,250 8.5 10,750 $9.00 - $9.99 30,000 6.2 13,334 $10.00 - $19.99 198,000 6.5 193,000 $20.00 - $30.00 175,950 5.1 168,950 2,168,950 7.6 1,137,620 Compensatory Common Stock Issuances See Note 9 – Commitments and Contingencies for details associated with certain issuances of common stock as compensation to employees, directors and consultants. During the year ended December 31, 2015, the Company issued an aggregate of 31,473 shares of immediately vested common stock valued at $112,847 to consultants pursuant to consulting agreements for services rendered during the period. During the year ended December 31, 2015, the Company issued 943 shares of common stock valued at $8,481 in satisfaction of previously accrued professional service fees. During the year ended December 31, 2016, the Company issued an aggregate of 54,901 shares of immediately vested common stock valued at $116,958 to consultants pursuant to consulting agreements for services rendered during the period. During the year ended December 31, 2016, the Company issued an aggregate of 13,208 shares of common stock valued at $27,553 in satisfaction of previously accrued consulting services. The following table presents information related to compensatory common stock expense: For The Nine Months Ended Unrecognized at December 31, December 31, 2016 2015 2016 Consulting $ 100,083 $ 168,800 $ - Research and development - 8,847 - $ 100,083 $ 177,647 $ - Return of Shares to Treasury In June 2016, the Company and a consultant agreed that, due to the amount and nature of the services performed, the consultant would return 7,500 shares of common stock to the Company with a fair value of $16,875. Accordingly, the Company recorded the treasury shares at cost with a stock-based compensation credit which is reflected within consulting expense in the consolidated statements of operations. Retirement of Treasury Shares In August 2016, the Company’s Board of Directors made a determination to retire 35,432 shares of treasury stock. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8 – Subsequent Events Notes Payable Subsequent to June 30, 2017, the Company issued a director and principal shareholder of the Company a note in the principal amount of $175,000 (the “$175,000 Loan”), which bears interest at a rate of 15% per annum payable at maturity. The maturity date of the note is December 1, 2017 (subject to acceleration under certain circumstances). The Company agreed that the payment of the note is secured by the grant of a security interest in the Company’s equipment and intellectual property. Subsequent to June 30, 2017, the Company issued a note in the principal amount of $83,333 of which $58,333 of principal bears interest at 10% per annum and is convertible into common stock. In connection with the issuance of the note, the Company received gross proceeds of $75,000, and the difference of $8,333 has been recorded as an original issue discount and will be amortized over the term of the note. The note is payable as follows: (i) $25,000 of principal, which bears no interest and is not convertible into common stock, is payable three weeks from the issuance date, (ii) $11,667 of principal and the respective interest on such principal is payable six months from the issuance date (the “First Maturity Date”), (iii) $11,667 of principal and the respective interest on such principal is payable two weeks following the First Maturity Date, (iv) $11,667 of principal and the respective accrued interest on such principal is payable four weeks following the First Maturity Date, (v) $11,667 of principal and the respective interest on such principal is payable six weeks following the First Maturity Date, and (vi) $11,667 of principal and the respective interest on such principal is payable eight weeks following the First Maturity Date. Excluding the $25,000 of principal that is not convertible into common stock as described above, each payment of principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to 50% of the fair market value of the Company’s stock; however, in no event shall the conversion price be less than $0.75 per share. Should the Company elect to convert any of the note principal and respective accrued interest, the holder will have the right to accelerate the conversion of the remaining outstanding principal and accrued interest of the note at the same conversion price. The Company will recognize the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved. On October 2, 2017, the Company and the holder agreed to extend the maturity date for $25,000 of principal of this note payable from August 23, 2017 to October 31, 2017. In connection with the note extension, the Company agreed to pay the lender an additional amount of $5,000 and issue to the lender 2,500 shares of common stock of the Company. Subsequent to June 30, 2017, the Company issued notes payable in the aggregate principal amount of $497,000 for aggregate proceeds of $460,000, and the difference of $37,000 has been recorded as an original issue discount and will be amortized over the terms of the respective notes. Of such aggregate principal amount, $215,000 is convertible into shares of the Company’s common stock at the election of the respective lender at a conversion price equal to 65% of the fair market value of the Company’s stock (subject to a limitation in general that the conversion price shall not be less than $1.00 per share.) The notes bear interest at rates ranging from 0% to 10% per annum payable at maturity. The notes mature between dates ranging from September 2017 to July 2018. In connection with the issuance of these notes, the Company issued certain lenders an aggregate of 7,500 shares of common stock and a certain lender a five-year, immediately vested warrant to purchase 15,000 shares of common stock at an exercise price of $4.00 per share. Subsequent to June 30, 2017, the Company elected to convert certain convertible notes with an aggregate principal balance of $120,963 and accrued interest of $7,006 into an aggregate of 68,239 shares of common stock at conversion prices ranging from $1.75 to $2.25 per share. Subsequent to June 30, 2017, the Company and the Trust agreed to extend the maturity date of a note payable with a principal balance of $500,000 from July 1, 2017 to December 1, 2017 (subject to acceleration under certain circumstances). In connection with the note extension, the Company increased the effective rate at which the note bears interest from 10% to 15% effective July 1, 2017. In connection with the $175,000 Loan, the Company agreed that the payment of the note is secured by the grant of a security interest in the Company’s equipment and intellectual property. Subsequent to June 30, 2017, the Company and lenders agreed to extend the maturity dates of notes payable with an aggregate principal balance of $1,149,313 with maturity dates ranging from May 12, 2017 through October 1, 2017 to maturity dates ranging from October 1, 2017 through October 1, 2018. In connection with the note extensions, the Company increased the effective rate at which certain notes bear interest from interest rates between 0% to 10% to new interest rates between 8% to 15% on dates effective between August 2, 2017 and October 1, 2017. Also, in connection with the note extensions, the Company added a conversion feature to certain notes in the aggregate principal amount of $637,250, pursuant to which each payment of principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the lender any time immediately until the balance has been paid in full at a conversion price equal to 80% of the fair market value of the Company’s stock (subject to reduction to 70% under certain circumstances); however, in no event shall the conversion price be less than $1.00 per share. The Company will recognize the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved. Subsequent to June 30, 2017, the Company and a director of the Company agreed to extend the maturity date of a note payable with a principal balance of $50,000 from February 2017 to February 2018. In connection with the extension, the Company issued the director a five-year, immediately vested warrant to purchase 5,000 shares of common stock at an exercise price of $4.00 per share. Subsequent to June 30, 2017, the Company repaid a note payable in the principal amount of $40,000. Common Stock and Warrant Offerings Subsequent to June 30, 2017, the Company issued 10,000 shares of common stock and a five-year immediately vested warrant to purchase 10,000 shares of common stock at an exercise price of $4.00 to an investor for gross proceeds of $30,000. Stock-based Compensation Subsequent to June 30, 2017, the Company issued 10,000 shares of common stock to a consultant for services rendered. Subsequent to June 30, 2017, the Company issued an immediately vested five-year warrant to purchase 25,000 shares of common stock at an exercise price of $4.00 per share to a consultant for services rendered. Options Subsequent to June 30, 2017, the Company issued ten-year options to employees and an advisor to purchase an aggregate of 267,000 shares of common stock at exercise prices ranging between $2.80 to $3.35 per share. The options vest as follows: (i) options for the purchase of 89,004 shares vest on the one-year anniversary of the issuance date, (ii) options for the purchase of 89,002 shares vest on the two-year anniversary of the issuance date and (iii) options for the purchase of 88,994 shares vest on the three-year anniversary of the issuance date. Current Liabilities Subsequent to June 30, 2017, the Company entered into an exchange agreement with a certain vendor of the Company, pursuant to which $17,697 of accounts payable were exchanged for 8,334 shares of common stock of the Company. In consideration thereof, the Company issued to the vendor immediately vested five-year warrants for the purchase of 2,000 shares of common stock of the Company at an exercise price of $4.00 per share. | Note 11 - Subsequent Events Consulting Agreements On March 9, 2017, in consideration of the extension of the term of a consulting agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 25,000 shares of common stock of the Company at an exercise price of $4.00 per share. Concurrently, the Company entered into an exchange agreement with the consultant pursuant to which $30,000 of accrued consulting fees were exchanged for 10,000 shares of common stock of the Company and, in consideration thereof, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 10,000 shares of common stock of the Company at an exercise price of $4.00 per share. Effective March 1, 2017, the Company entered into an exchange agreement with the Chairman of the Company’s Scientific Advisory Board, pursuant to which an aggregate of $175,000 of accrued consulting fees were exchanged for 58,334 shares of common stock of the Company and, in consideration thereof, the Company issued to such person an immediately vested five-year warrant for the purchase of 58,334 shares of common stock of the Company at an exercise price of $4.00 per share. Director Fees Effective March 1, 2017, the Company entered into exchange agreements with four non-employee directors of the Company, pursuant to which an aggregate of $265,000 of accrued director fees were exchanged for an aggregate of 88,334 shares of common stock of the Company and, in consideration thereof, the Company issued to the directors immediately vested five-year warrants for the purchase of an aggregate of 88,334 shares of common stock of the Company at an exercise price of $4.00 per share. Employment Agreements In February 2017 and March 2017, the Company’s Compensation Committee and Board of Directors, respectively, approved performance milestones for the performance-based cash bonuses payable for the year ending December 31, 2017 for certain of the Company’s officers and certain current employees such that an aggregate of up to $402,500 could be earned for such year pursuant to the satisfaction of such goals. Common Stock and Warrant Offerings Subsequent to December 31, 2016, the Company issued an aggregate of 256,668 shares of common stock and five-year immediately vested warrants to purchase an aggregate of 266,668 shares of common stock at an exercise price of $4.00 to investors for aggregate gross proceeds of $770,000. Stock Warrants Subsequent to December 31, 2016, with respect to a warrant held by an investor, the Company agreed that (i) the conditions to the exercisability of the warrant for tranches to purchase an aggregate of 35,000 shares were eliminated, such that the entire warrant to purchase 50,000 shares of common stock was exercisable, and (ii) the exercise price of the warrant was reduced from an exercise price of $30.00 per share to $3.50 per share. Concurrent with the modification of the warrant, the investor exercised the warrant in full for aggregate gross proceeds to the Company of $175,000. Stock Options On February 14, 2017, the Compensation Committee reduced the exercise price of outstanding options for the purchase of an aggregate of 1,219,450 shares of common stock of the Company (with exercise prices ranging between $5.70 and $30.00 per share) to $4.70 per share, which was the closing price for the Company’s common stock on February 13, 2017, as reported by the OTCQB. The exercise price reduction related to options held by, among others, the Company’s executive officers and directors. Short-Term Advances Subsequent to December 31, 2016, the Company received non-interest bearing advances in the amount of $30,015 from an officer of the Company and repaid an aggregate of $45,015 of non-interest bearing advances from a director of the Company and an officer of the Company. Notes Payable On January 3, 2017, the Company issued a lender a six-month note payable in the principal amount of $242,000, which bears no interest, for cash proceeds of $200,000. The $42,000 difference was recorded as a debt discount and will be amortized over the term of the note. In connection with the issuance of this promissory note, the Company issued the lender an immediately vested five-year warrant to purchase 20,000 shares of common stock an exercise price of $4.00 per share. Subsequent to December 31, 2016, the Company and certain lenders agreed to exchange certain notes payable with an aggregate principal balance of $280,000 and aggregate accrued interest of $7,402 into an aggregate of 95,802 shares of common stock and immediately vested five-year warrants to purchase an aggregate of 95,802 shares of common stock at an exercise price of $4.00 per share. In addition, in consideration of the exchange by one lender, the Company agreed to extend the expiration dates of certain warrants held by the lender for the purchase of an aggregate of 18,000 shares of common stock of the Company at an exercise price of $4.00 per share, from expiration dates ranging from April 27, 2021 to January 31, 2022 to a new expiration date of February 8, 2022. Subsequent to December 31, 2016, the Company elected to convert certain convertible notes with an aggregate principal balance of $45,000 and aggregate accrued interest of $2,277 into an aggregate of 17,854 shares of common stock at conversion prices ranging from $2.51 to $2.77 per share. Subsequent to December 31, 2016, the Company and certain lenders agreed to extend notes payable with an aggregate principal balance of $322,000 from maturity dates ranging between January 2017 to February 2017 to new maturity dates ranging from March 2017 to April 2017. In connection with one of the extensions, the Company issued the lender a five-year, immediately vested warrant to purchase 3,000 shares of common stock at an exercise price of $4.00 per share. Subsequent to December 31, 2016, the Company repaid an aggregate principal amount of $74,000 of notes payable. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. As discussed above, Cayman, which had no material assets, liabilities or operations (other than intercompany balances) and is no longer needed to facilitate certain financings, was dissolved in March 2017. | Principles of Consolidation The consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. As discussed above, the Company is in the process of dissolving Cayman, which had no material assets, liabilities or operations (other than intercompany balances) and is no longer needed to facilitate certain financings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection with notes payable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, warrants issued in connection with notes payable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Concentrations | Concentrations One license and the related royalties comprised substantially all of the Company’s revenue during the three and six months ended June 30, 2017. See Revenue Recognition below. | Concentrations Two pharmaceutical clients comprised substantially all of the Company’s revenue during the year ended December 31, 2015. One license comprised substantially all of the Company’s revenue during the year ended December 31, 2016. See Revenue Recognition – Research and Development Agreements below. |
Cash | Cash The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which range from 3 to 5 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. | |
Intangible Assets | Intangible Assets Intangible assets are comprised of trademarks and licenses with original estimated useful lives of 10 and 17.7 years, respectively. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight-line basis. | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. While the Company’s near term liquidity is tight, historically the Company has been successful in raising capital as needed (although there can be no assurance that the Company will continue to be successful in raising capital as needed). The Company continues to progress its scientific agenda and meet related milestones. The Company has not identified any impairment losses. | |
Revenue Recognition | Revenue Recognition The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after estimating potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. During the three and six months ended June 30, 2017, the Company did not recognize revenue related to sales of Stem Pearls skincare products. During the three and six months ended June 30, 2016, the Company recognized revenue related to sales of Stem Pearls skincare products of $155 and $280, respectively. In November 2015, the Company and a stem cell treatment company (“SCTC”) entered into an amendment to a January 27, 2012 license agreement between them. Pursuant to the amendment, effective November 30, 2015, the Company granted to the SCTC a non-exclusive sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States, certain intellectual property related to stem cell disc procedures (that originally was licensed to the Company by the SCTC pursuant to the January 27, 2012 license agreement). In consideration of the sublicense, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. During the three and six months ended June 30, 2017, the Company recognized $20,000 and $27,000, respectively, of revenue related to the Company’s sublicense agreement. During the three and six months ended June 30, 2016, the Company recognized $16,000 and $25,000, respectively, of revenue related to the Company’s sublicense agreement. | Revenue Recognition Research and Development Agreements The Company’s policy relating to research and development agreements is to recognize research and development revenues associated with such agreements either (a) on a straight-line basis over the term of the agreement, or (b) in accordance with the milestone method of revenue recognition, depending on the nature of the contract terms, subject to potential acceleration upon achievement of contractually specified deliverables. As of December 31, 2015, the Company completed all of its obligations under research and development agreements entered into during 2014. During the years ended December 31, 2016 and 2015, the Company recognized $0 and $609,490, respectively, related to the Company’s research and development agreements. Other The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after estimating potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. In November 2015, the Company and a stem cell treatment company (“SCTC”) entered into an amendment to a January 27, 2012 license agreement between them. Pursuant to the amendment, effective November 30, 2015, the Company granted to the SCTC a non-exclusive sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States, certain intellectual property related to stem cell disc procedures (that originally was licensed to the Company by the SCTC pursuant to the January 27, 2012 license agreement). In consideration of the sublicense, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. During the years ended December 31, 2016 and 2015, the Company recognized $36,000 and $19,000, respectively, of revenue related to the Company’s sublicense agreements. During the years ended December 31, 2016 and 2015, the Company recognized revenue related to sales of Stem Pearls skincare products of $355 and $425, respectively, with a related cost of sales of $102 and $54, respectively. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | |
Net Loss Per Common Share | Net Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: June 30, 2017 2016 Options 3,018,700 2,160,950 Warrants 3,592,831 2,486,286 Convertible notes 276,943 90,297 Total potentially dilutive shares 6,888,474 4,737,533 | Net Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 Options 2,168,950 1,330,450 Warrants 2,953,651 1,066,930 Convertible notes 211,162 148,708 Total potentially dilutive shares 5,333,763 2,546,088 |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) were registered on May 27, 2014, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. |
Advertising | Advertising Advertising costs are charged to operations as incurred. For the years ended December 31, 2016 and 2015, the Company incurred advertising costs of $17,972 and $23,467, respectively. Advertising expense is reflected in marketing and promotion expenses in the consolidated statements of operations. | |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. For the years ended December 31, 2016 and 2015, the Company incurred research and development expenses of $2,883,563 and $2,105,059, respectively. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. | |
Convertible Instruments | Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. | |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition and most industry-specific guidance throughout the ASC. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. To allow entities additional time to implement systems, gather data and resolve implementation questions, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, in August 2015, to defer the effective date of ASU No. 2014-09 for one year, which is fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements or disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s financial statement disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, or ASU 2015-03. ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015; earlier adoption is permitted. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU No. 2015-15). It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. Full retrospective application is required. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial statements or disclosures. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in this update clarify the following two aspects to Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The entity first identifies the promised goods or services in the contract and reduces the cost and complexity. An entity evaluates whether promised goods and services are distinct. Topic 606 includes implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). ASU 2016-10 is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is currently evaluating ASU 2016-10 and its impact on its consolidated financial statements or disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating ASU 2016-15 and its impact on its consolidated financial statements or disclosures. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Schedule of Weighted Average Dilutive Common Shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: June 30, 2017 2016 Options 3,018,700 2,160,950 Warrants 3,592,831 2,486,286 Convertible notes 276,943 90,297 Total potentially dilutive shares 6,888,474 4,737,533 | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 Options 2,168,950 1,330,450 Warrants 2,953,651 1,066,930 Convertible notes 211,162 148,708 Total potentially dilutive shares 5,333,763 2,546,088 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment include the following: December 31, 2016 2015 Office equipment $ 2,848 $ 9,494 Medical equipment 446,506 418,280 Furniture and fixtures 121,625 126,150 Computer software and equipment 74,572 85,118 Leasehold improvements 304,661 301,610 950,212 940,652 Less: accumulated depreciation (441,618 ) (297,565 ) Property and equipment, net $ 508,594 $ 643,087 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Assets By Major Class | Intangible assets consist of the following: Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2015 $ 3,676 $ 1,226,500 $ (192,444 ) $ 1,037,732 Additions - 75,000 - 75,000 Amortization expense - - (73,991 ) (73,991 ) Balance as of December 31, 2015 3,676 1,301,500 (266,435 ) 1,038,741 Amortization expense - - (74,896 ) (74,896 ) Balance as of December 31, 2016 $ 3,676 $ 1,301,500 $ (341,331 ) $ 963,845 Weighted average remaining amortization period at December 31, 2016 in years 4.0 12.9 |
Schedule Of Finite Lived Intangible Assets Amortization Expenses | Amortization of intangible assets consists of the following: Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2015 $ 1,472 $ 190,972 $ 192,444 Amortization expense 368 73,623 73,991 Balance as of December 31, 2015 1,840 264,595 266,435 Amortization expense 368 74,528 74,896 Balance as of December 31, 2016 $ 2,208 $ 339,123 $ 341,331 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following: June 30, 2017 December 31, 2016 Credit card payable $ 1,369 $ 1,778 Accrued payroll 970,748 1,105,293 Accrued research and development expenses 486,177 581,175 Accrued general and administrative expenses 407,681 263,468 Deferred rent 47,629 52,945 Total accrued expenses $ 1,913,604 $ 2,004,659 | Accrued expenses and other current liabilities are comprised of the following: December 31, 2016 2015 Credit card payable $ 1,778 $ 3,171 Accrued payroll 880,293 1,010,633 Advances from related parties - 87,030 Accrued research and development expenses 406,175 446,175 Accrued general and administrative expenses 233,468 456,182 Deferred rent 52,945 43,604 Accrued expenses, current portion 1,574,659 2,046,795 Accrued expenses, non-current portion 430,000 - Total accrued expenses $ 2,004,659 $ 2,046,795 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable Activity | A summary of the notes payable activity during the six months ended June 30, 2017 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, December 31, 2016 $ 697,500 $ 390,000 [1] $ 1,249,065 $ (179,964 ) $ 2,156,601 Issuances - 350,000 618,000 - 968,000 Exchanges for equity (97,500 ) (50,000 ) (203,750 ) - (351,250 ) Conversions to equity - (233,750 ) - - (233,750 ) Repayments (50,000 ) - (24,003 ) - (74,003 ) Recognition of debt discount - - - (218,420 ) (218,420 ) Accretion of interest expense - - 8,500 80,864 89,364 Amortization of debt discount - - - 216,909 216,909 Outstanding, June 30, 2017 $ 550,000 $ 456,250 [1] $ 1,647,812 $ (100,611 ) $ 2,553,451 [1] As of June 30, 2017 and December 31, 2016, a designated portion of convertible notes with an aggregate principal balance of $456,250 and $390,000, respectively, was convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $343,750 and $296,250 of principal into shares of common stock at June 30, 2017 and December 31, 2016, respectively, at the same conversion price. | A summary of the notes payable activity during the years ended December 31, 2016 and 2015 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, January 1, 2015 $ 4,410,937 $ 175,000 $ 1,265,559 $ (113,257 ) $ 5,738,239 Issuances 150,000 735,000 [1] 478,018 [1] - 1,363,018 Indebtedness satisfied via settlement - - (5,000 ) - (5,000 ) Exchanges for equity (4,410,937 ) (266,667 ) (877,873 ) - (5,555,477 ) Conversions to equity - (223,333 ) - - (223,333 ) Repayments - - (5,000 ) - (5,000 ) Recognition of debt discount - - - (469,557 )[1] (469,557 ) Accretion of interest expense - - - 85,086 [1] 85,086 Amortization of debt discount - - - 339,443 339,443 Recharacterization of accrued interest as principal - - 44,379 [2] - 44,379 Outstanding, December 31, 2015 $ 150,000 $ 420,000 [3] $ 900,083 $ (158,285 ) $ 1,311,798 Issuances 697,500 530,000 724,500 [1] - 1,952,000 Indebtedness satisfied via settlement - - - - - Exchanges for equity - (235,000 ) (49,018 ) - (284,018 ) Conversion to equity - (325,000 ) - - (325,000 ) Repayments (150,000 ) - (326,500 ) - (476,500 ) Recognition of debt discount - - - (604,067 )[1] (604,067 ) Accretion of interest expense - - - 40,052 [1] 40,052 Amortization of debt discount - - - 542,336 542,336 Outstanding, December 31, 2016 $ 697,500 $ 390,000 [3] $ 1,249,065 $ (179,964 ) $ 2,156,601 Outstanding, December 31, 2015 $ 150,000 $ 420,000 $ 900,083 $ (158,285 ) $ 1,311,798 Less: current portion, December 31, 2015 (150,000 ) (110,000 ) (900,083 ) 150,286 (1,009,797 ) Non-current portion, December 31, 2015 [4] $ - $ 310,000 $ - $ (7,999 ) $ 302,001 Outstanding, December 31, 2016 $ 697,500 $ 390,000 $ 1,249,065 $ (179,964 ) $ 2,156,601 Less: current portion, December 31, 2016 (430,000 ) (345,000 ) (1,236,565 ) 152,720 (1,858,845 ) Non-current portion, December 31, 2016 [4] $ 267,500 $ 45,000 $ 12,500 $ (27,244 ) $ 297,756 [1] During the years ended December 31, 2016 and 2015, notes with an aggregate principal amount of $432,000 and $538,018, respectively, bear no interest and were issued for cash consideration of $374,000 and $450,015, respectively. The difference between the principal amount of the notes and the cash received of $58,000 and $88,003, respectively, was recorded as debt discount and is being accreted to interest expense over the term of the notes. During the year ended December 31, 2015 the Company issued a note payable in the principal amount of $75,000 for a short-term advance from a related party in the amount of $65,000. [2] During the year ended December 31, 2015, in connection with the extension of certain notes payable, an aggregate of $44,379 of accrued interest was added to the aggregate principal balance of the notes. [3] As of December 31, 2016 and 2015, a designated portion of convertible notes with an aggregate principal balance of $390,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $296,250 and $197,500, respectively, of principal into shares of common stock. [4] As of December 31, 2016 and 2015, the Company reclassified principal in the aggregate amount of $297,756 and $302,001, respectively (net of debt discount of $27,244 and $7,999, respectively) and accrued interest in the aggregate amount of $7,681 and $11,011, respectively to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2016 and 2015, respectively. See Note 11 – Subsequent Events for additional details regarding notes payable. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss Before Income Taxes | United States and foreign components of loss before income taxes were as follows: For The Years Ended December 31, 2016 2015 United States $ (8,627,380 ) $ (7,767,924 ) Foreign (8,912 ) (155,556 ) Loss before income taxes $ (8,636,292 ) $ (7,923,480 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: For The Years Ended December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforward $ 3,495,000 $ 1,181,900 Stock-based compensation 2,868,000 1,976,600 Accruals 237,000 231,100 Research & development tax credits 192,000 139,480 Other 2,000 2,100 Gross deferred tax assets 6,794,000 3,531,180 Deferred Tax Liabilities: Fixed assets (97,000 ) (110,300 ) Intangible assets (18,000 ) (13,400 ) Gross deferred tax liabilities (115,000 ) (123,700 ) Net deferred tax assets 6,679,000 3,407,480 Valuation allowance (6,679,000 ) (3,407,480 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ 3,271,520 $ (2,922,620 ) |
Schedule of Provision for Income Taxes | The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2016 2015 Federal: Current $ - $ - Deferred (2,927,149 ) 2,614,976 State and local: Current - - Deferred (344,371 ) 307,644 (3,271,520 ) 2,922,620 Change in valuation allowance 3,271,520 (2,922,620 ) Income tax provision (benefit) $ - $ - |
Schedule of Statutory Federal Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For The Years Ended December 31, 2016 2015 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.0 )% (4.0 )% Permanent differences 0.4 % 0.8 % Research & development tax credits (0.6 )% (0.6 )% Impact of Section 382 limit 0.0 % 76.0 % True-ups and other 0.3 % (0.6 )% Change in valuation allowance 37.9 % (37.6 )% Effective income tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Future Minimum Payments | Future minimum payments under this operating lease agreement is as follows: For the Years Ending, December 31, Amount 2017 $ 127,948 2018 131,778 2019 148,172 2020 37,315 $ 445,213 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Share Based Payment Award Stock Warrants Valuation Assumptions | In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Risk free interest rate 1.98% - 2.22 % 1.01% - 1.41 % 1.98% - 2.33 % 0.44% - 1.47 % Expected term (years) 5.00 5.00 5.00 0.67 - 5.00 Expected volatility 120 % 126 % 120% - 132 % 124% - 126 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % | In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Years Ended December 31, 2016 2015 Risk free interest rate 0.44% - 2.07 % 1.29% - 1.75 % Expected term (years) 0.67 - 5.00 5.00 Expected volatility 124% - 152 % 120% - 122 % Expected dividends 0.00 % 0.00 % |
Schedule of Warrant Activity | A summary of the warrant activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2016 2,953,651 $ 5.40 [1] Issued 704,305 4.03 Exercised (50,000 ) 3.50 Expired (15,125 ) 30.33 Outstanding, June 30, 2017 3,592,831 $ 4.93 3.2 $ - Exercisable, June 30, 2017 3,592,831 $ 4.93 3.2 $ - [1] Excludes the impact of a warrant to purchase 35,000 shares of common stock that had an exercise price which was the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability was subject to satisfaction of certain performance criteria which had not occurred as of December 31, 2016. As discussed above under Warrant Modification and Exercise, on February 10, 2017, the performance criteria were eliminated and the exercise price was reduced to $3.50 per share in consideration of the full exercise of the warrant by the holder. | A summary of the warrant activity during the year ended December 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2015 1,066,930 $ 7.56 [1] Issued 1,991,927 4.64 Exercised (60,831 ) 3.50 [2] Forfeited (44,375 ) 4.00 Outstanding, December 31, 2016 2,953,651 $ 5.40 [1] 3.3 $ - Exercisable, December 31, 2016 2,918,651 $ 5.40 3.4 $ - [1] Excludes the impact of a warrant to purchase 35,000 shares of common stock that has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. [2] During the year ended December 31, 2016, warrants to purchase an aggregate of 60,831 shares of common stock were exercised at a reduced exercise price of $3.50 per share (reduced from exercise prices ranging from $4.00 to $15.00 per share) for aggregate gross proceeds of $212,898. The Company recognized a warrant modification charge of $23,448 during the year ended December 31, 2016, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates. See Note 10 – Stockholders’ Deficiency – Warrant Exercises for additional details. |
Schedule of Stock Warrant | The following table presents information related to stock warrants at June 30, 2017: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $4.00 - $4.99 2,243,550 3.4 2,243,550 $5.00 - $5.99 1,184,243 3.0 1,184,243 $6.00 - $7.99 40,000 3.1 40,000 $8.00 - $9.99 2,500 2.4 2,500 $10.00 - $14.99 55,446 2.8 55,446 $15.00 - $19.99 38,559 2.2 38,559 $20.00 - $80.00 28,533 0.7 28,533 3,592,831 3.2 3,592,831 | The following table presents information related to stock warrants at December 31, 2016: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $4.00 - $4.99 1,554,245 3.4 1,554,245 $5.00 - $5.99 1,169,243 3.4 1,169,243 $6.00 - $7.99 40,000 3.6 40,000 $8.00 - $9.99 2,500 2.9 2,500 $10.00 - $14.99 55,446 3.3 55,446 $15.00 - $19.99 38,559 2.9 38,559 $20.00 - $80.00 58,658 0.7 58,658 Variable [1] 35,000 - - 2,953,651 3.4 2,918,651 [1] A warrant to purchase 35,000 shares of common stock has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. |
Schedule of Share Based Payment Award Stock Options Granted Valuation Assumptions | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Year Ended December 31, 2016 2015 Risk free interest rate 1.16% - 1.53 % 1.33% - 2.24 % Expected term (years) 5.50 - 10.00 5.00 - 10.00 Expected volatility 124% - 126 % 120% - 123 % Expected dividends 0.00 % 0.00 % | |
Information Related to Stock Option Expense | The following table presents information related to stock option expense: Weighted Average Remaining For the Year Ended Unrecognized at Amortization December 31, December 31, Period 2016 2015 2016 (Years) Consulting $ 880,288 $ 595,446 $ 902,142 1.4 Research and development 492,061 376,596 902,056 2.0 General and administrative 1,001,445 705,546 1,068,001 1.5 $ 2,373,794 $ 1,677,588 $ 2,872,199 1.6 | |
Summary of Stock Option Activity | A summary of the option activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2016 2,168,950 6.27 Granted 850,000 3.35 Forfeited (250 ) 4.70 Outstanding, June 30, 2017 3,018,700 $ 4.34 8.4 $ - Exercisable, June 30, 2017 1,721,212 $ 4.74 7.8 $ - | A summary of the option activity during the year ended December 31, 2016 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2015 1,330,450 $ 10.11 Granted 857,000 3.72 Forfeited (18,500 ) 16.41 Outstanding, December 31, 2016 2,168,950 $ 7.53 8.2 $ 3,000 Exercisable, December 31, 2016 1,137,620 $ 9.78 7.6 $ - |
Schedule of Stock Option | The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $3.10 - $3.99 1,707,000 9.3 756,342 $4.00 - $4.99 1,234,200 6.8 887,370 $5.00 - $5.99 5,000 7.0 5,000 $6.00 - $19.99 37,500 6.5 37,500 $20.00 - $30.00 35,000 4.7 35,000 3,018,700 7.8 1,721,212 | The following table presents information related to stock options at December 31, 2016: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $3.10 - $3.99 857,000 9.4 192,336 $4.00 - $4.99 15,000 8.9 5,000 $5.00 - $5.99 35,000 7.5 35,000 $6.00 - $6.99 318,750 7.3 213,749 $7.00 - $7.99 507,000 8.6 305,501 $8.00 - $8.99 32,250 8.5 10,750 $9.00 - $9.99 30,000 6.2 13,334 $10.00 - $19.99 198,000 6.5 193,000 $20.00 - $30.00 175,950 5.1 168,950 2,168,950 7.6 1,137,620 |
Information Related to Common Stock Award Expenses | The following table presents information related to stock option expense: Weighted For the For the Average Three Months Six Months Remaining Ended Ended Amortization June 30, June 30, Unrecognized at Period 2017 2016 2017 2016 June 30, 2017 (Years) Consulting $ 714,545 $ 439,644 $ 983,159 $ 543,742 $ 1,645,293 1.6 Research and development 106,507 75,156 364,923 182,339 609,198 1.6 General and administrative 476,226 442,450 863,826 592,163 1,194,109 1.5 $ 1,297,278 $ 957,250 $ 2,211,908 $ 1,318,244 $ 3,448,600 1.6 | The following table presents information related to compensatory common stock expense: For The Nine Months Ended Unrecognized at December 31, December 31, 2016 2015 2016 Consulting $ 100,083 $ 168,800 $ - Research and development - 8,847 - $ 100,083 $ 177,647 $ - |
Business Organization and Nat27
Business Organization and Nature of Operations (Details Narrative) (10K) - shares | Jul. 07, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Reverse stock split | 1-for-20 reverse split | |||
Changes in capital structure retroactive impact shares | 200,000,000 | |||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
Going Concern and Management'28
Going Concern and Management's Plans (Details Narrative) (10K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Working capital deficiency | $ 6,947,637 | $ 6,947,637 | $ 5,783,184 | ||||
Stockholder's deficiency | (5,715,044) | (5,715,044) | (5,000,282) | $ (3,908,463) | $ (6,888,393) | ||
Net loss | 2,747,183 | $ 2,258,415 | 5,532,937 | $ 4,745,743 | 8,636,292 | 7,923,480 | |
Proceeds from equity and debt | 945,000 | $ 200,000 | |||||
Amount of debt | 133,735 | 325,000 | |||||
Accrued interest | 9,234 | 9,679 | |||||
Repayment of short term debt | 89,000 | ||||||
Repayments of debt | 1,724,313 | 322,000 | |||||
Aggregate principal amount | $ 456,250 | $ 456,250 | 390,000 | ||||
Past Due [Member] | |||||||
Aggregate principal amount | $ 427,500 |
Going Concern and Management'29
Going Concern and Management's Plans (Details Narrative) (10Q) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Working capital deficiency | $ 6,947,637 | $ 6,947,637 | $ 5,783,184 | ||||
Stockholder's deficiency | 5,715,044 | 5,715,044 | 5,000,282 | $ 3,908,463 | $ 6,888,393 | ||
Net loss | 2,747,183 | $ 2,258,415 | 5,532,937 | $ 4,745,743 | 8,636,292 | $ 7,923,480 | |
Proceeds from debt | 710,000 | ||||||
Amount of debt | 133,735 | 325,000 | |||||
Accrued interest | 9,234 | 9,679 | |||||
Repayments of debt | 1,724,313 | $ 322,000 | |||||
Note payable past due | $ 382,500 | $ 382,500 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) (10K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 20,000 | $ 16,155 | $ 27,000 | $ 25,280 | $ 36,355 | $ 628,915 |
Advertising cost | 17,972 | 23,467 | ||||
Research and development | 610,725 | 608,688 | 1,416,578 | 1,474,732 | 2,883,563 | 2,105,059 |
Cost of Sales [Member] | ||||||
Deferred revenue recognized | 102 | 54 | ||||
Stem Pearls Skincare Products [Member] | ||||||
Deferred revenue recognized | 355 | 425 | ||||
Research and Development Agreements [Member] | ||||||
Revenues | 0 | 609,490 | ||||
Sublicense Agreement [Member] | ||||||
Deferred revenue recognized | $ 20,000 | $ 16,000 | $ 27,000 | $ 25,000 | $ 36,000 | $ 19,000 |
Minimum [Member] | ||||||
Property plant and equipment estimated useful lives | 3 years | |||||
Intangible Asset, Useful Life | 10 years | |||||
Maximum [Member] | ||||||
Property plant and equipment estimated useful lives | 5 years | |||||
Intangible Asset, Useful Life | 17 years 8 months 12 days |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details Narrative) (10Q) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stem Pearls Skincare Products [Member] | ||||||
Revenues | $ 155 | $ 280 | ||||
Deferred revenue recognized | $ 355 | $ 425 | ||||
Sublicense Agreement [Member] | ||||||
Deferred revenue recognized | $ 20,000 | $ 16,000 | $ 27,000 | $ 25,000 | $ 36,000 | $ 19,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Schedule of Weighted Average Dilutive Common Shares (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total potentially dilutive shares | 6,888,474 | 4,737,533 | 5,333,763 | 2,546,088 |
Options [Member] | ||||
Total potentially dilutive shares | 3,018,700 | 2,160,950 | 2,168,950 | 1,330,450 |
Warrants [Member] | ||||
Total potentially dilutive shares | 3,592,831 | 2,486,286 | 2,953,651 | 1,066,930 |
Convertible Notes [Member] | ||||
Total potentially dilutive shares | 276,943 | 90,297 | 211,162 | 148,708 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciated property and equipment amount | $ 39,476 | |
Depreciation | $ 183,529 | $ 139,793 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) (10K) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross | $ 950,212 | $ 940,652 | |
Less: accumulated depreciation | (441,618) | (297,565) | |
Property and equipment, net | $ 416,556 | 508,594 | 643,087 |
Office Equipment [Member] | |||
Property, Plant and Equipment, Gross | 2,848 | 9,494 | |
Medical Equipment [Member] | |||
Property, Plant and Equipment, Gross | 446,506 | 418,280 | |
Furniture And Fixtures [Member] | |||
Property, Plant and Equipment, Gross | 121,625 | 126,150 | |
Computer Software And Equipment [Member] | |||
Property, Plant and Equipment, Gross | 74,572 | 85,118 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Gross | $ 304,661 | $ 301,610 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) (10K) - USD ($) | Mar. 05, 2015 | Jan. 27, 2012 | Dec. 31, 2016 |
Milestones payment | $ 75,000 | ||
April 2017 [Member] | |||
Milestones payment | $ 150,000 | $ 150,000 | |
April 2019 [Member] | |||
Milestones payment | $ 250,000 | ||
Through 2029 [Member] | |||
Amortization expenses | $ 75,000 |
Intangible Assets - Schedule Of
Intangible Assets - Schedule Of Intangible Assets By Major Class (Details) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets, Beginning Balance | $ 1,038,741 | $ 1,037,732 |
Finite Lived Intangible Assets, Additions | 75,000 | |
Finite Lived Intangible Assets, Amortization expense | (74,896) | (73,991) |
Finite Lived Intangible Assets, Ending Balance | 963,845 | 1,038,741 |
Patents And Trademarks [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, Additions | ||
Finite Lived Intangible Assets, Amortization expense | ||
Finite Lived Intangible Assets, Ending Balance | $ 3,676 | 3,676 |
Finite Lived Intangible Assets, Weighted Average Amortization Period | 4 years | |
License [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ 1,301,500 | 1,226,500 |
Finite Lived Intangible Assets, Additions | 75,000 | |
Finite Lived Intangible Assets, Amortization expense | ||
Finite Lived Intangible Assets, Ending Balance | $ 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Weighted Average Amortization Period | 12 years 10 months 24 days | |
Accumulated Amortization [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ (266,435) | (192,444) |
Finite Lived Intangible Assets, Additions | ||
Finite Lived Intangible Assets, Amortization expense | (74,896) | (73,991) |
Finite Lived Intangible Assets, Ending Balance | $ (341,331) | $ (266,435) |
Intangible Assets - Schedule 37
Intangible Assets - Schedule Of Finite Lived Intangible Assets Amortization Expenses (Details) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Patents And Trademarks [Member] | ||
Beginning Balance | $ 1,840 | $ 1,472 |
Amortization expense | 368 | 368 |
Ending Balance | 2,208 | 1,840 |
License [Member] | ||
Beginning Balance | 264,595 | 190,972 |
Amortization expense | 74,528 | 73,623 |
Ending Balance | 339,123 | 264,595 |
Accumulated Amortization [Member] | ||
Beginning Balance | 266,435 | 192,444 |
Amortization expense | 74,896 | 73,991 |
Ending Balance | $ 341,331 | $ 266,435 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Details Narrative) (10K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from related party notes | $ 34,015 | $ 89,045 | $ 292,090 | $ 564,105 | ||
Repayment of advances from officer | 49,015 | 160,575 | 364,120 | 387,075 | ||
Debt conversion, original debt, amount | $ 25,000 | |||||
Debt conversion, converted instrument, shares issued | 6,250 | |||||
Debt conversion, converted instrument, amount | $ 233,750 | 325,000 | $ 223,333 | |||
Warrants expiration period | 5 years | |||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||
Warrants and rights outstanding | $ 11,063 | |||||
Loss on extinguishment of notes payable, net | $ 1,402 | $ (4,813) | $ (59,938) | $ (16,660) | (58,787) | (35,677) |
Accrued expenses, non-current portion | 430,000 | |||||
Accrued Consulting and Directors Fees [Member] | ||||||
Accrued expenses, non-current portion | 255,000 | |||||
Common Stock And Warrants [Member] | ||||||
Loss on extinguishment of notes payable, net | 126 | |||||
Common Stock [Member] | ||||||
Debt conversion, original debt, amount | $ 14,063 | |||||
Warrants expiration period | 5 years | |||||
Warrants to purchase common stock | 125,000 | |||||
Non-Interest Bearing Advance [Member] | ||||||
Proceeds from related party notes | 34,015 | 292,090 | $ 564,105 | |||
Repayment of advances from officer | $ 49,015 | $ 364,120 | 387,075 | |||
Non-Interest Bearing Advance [Member] | Related Party [Member] | ||||||
Proceeds from convertible debt | 65,000 | |||||
Debt instrument, annual principal payment | $ 75,000 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities (Details Narrative) (10Q) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from related party notes | $ 34,015 | $ 89,045 | $ 292,090 | $ 564,105 | ||
Repayment of advances from director and officer | $ 49,015 | 160,575 | 364,120 | $ 387,075 | ||
Debt conversion, converted instrument, shares issued | 6,250 | |||||
Warrants expiration period | 5 years | |||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||
Loss on extinguishment of notes payable, net | $ 1,402 | $ (4,813) | $ (59,938) | $ (16,660) | (58,787) | $ (35,677) |
Accrued expenses, non-current portion | 430,000 | |||||
Exchange Agreement[Member] | ||||||
Debt conversion, converted instrument, shares issued | 10,000 | |||||
Warrants to purchase common stock | 10,000 | 10,000 | ||||
Exercise price per share | $ 4 | $ 4 | ||||
Common stock and warrants aggregate grant date value | $ 36,300 | |||||
Loss on extinguishment of notes payable, net | 6,300 | |||||
Exchange Agreement[Member] | Chairman [Member] | ||||||
Accrued consulting fees | $ 175,000 | $ 175,000 | ||||
Debt conversion, converted instrument, shares issued | 58,334 | |||||
Warrants expiration period | 5 years | |||||
Warrants to purchase common stock | 58,334 | 58,334 | ||||
Exercise price per share | $ 4 | $ 4 | ||||
Common stock and warrants aggregate grant date value | $ 211,752 | |||||
Loss on extinguishment of notes payable, net | $ 36,752 | |||||
Exchange Agreement[Member] | Four Non-Employee Directors [Member] | ||||||
Debt conversion, converted instrument, shares issued | 88,334 | |||||
Warrants expiration period | 5 years | |||||
Warrants to purchase common stock | 88,334 | 88,334 | ||||
Exercise price per share | $ 4 | $ 4 | ||||
Common stock and warrants aggregate grant date value | $ 320,652 | |||||
Loss on extinguishment of notes payable, net | 55,652 | |||||
Accrued expenses, non-current portion | $ 265,000 | 265,000 | ||||
Non-Interest Bearing Advance [Member] | ||||||
Proceeds from related party notes | 34,015 | 292,090 | 564,105 | |||
Repayment of advances from director and officer | $ 49,015 | $ 364,120 | $ 387,075 |
Accrued Expenses and Other Cu40
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) (10K) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Credit card payable | $ 1,369 | $ 1,778 | $ 3,171 |
Accrued payroll | 970,748 | 880,293 | 1,010,633 |
Advances from related parties | 87,030 | ||
Accrued research and development expenses | 486,177 | 406,175 | 446,175 |
Accrued general and administrative expenses | 407,681 | 233,468 | 456,182 |
Deferred rent | 47,629 | 52,945 | 43,604 |
Accrued expenses, current portion | 1,895,907 | 1,574,659 | 2,046,795 |
Accrued expenses, non-current portion | 430,000 | ||
Total accrued expenses | $ 1,913,604 | $ 2,004,659 | $ 2,046,795 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) (10K) - USD ($) | Jul. 15, 2016 | Jun. 30, 2016 | Mar. 09, 2016 | Jul. 30, 2016 | Oct. 31, 2015 | May 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 456,250 | $ 456,250 | $ 390,000 | |||||||||
Proceeds from related party notes | 34,015 | $ 89,045 | 292,090 | $ 564,105 | ||||||||
Debt conversion, converted instrument, amount | $ 233,750 | 325,000 | $ 223,333 | |||||||||
Debt conversion, converted instrument, shares issued | 6,250 | |||||||||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||||||||
Common stock an exercise price per share | $ 4 | $ 4 | $ 4 | |||||||||
Warrant modification charge | $ 4,500 | 96,634 | $ 229,288 | |||||||||
Loss on extinguishment of note payables, net | $ (1,402) | $ 4,813 | 59,938 | 16,660 | 58,787 | 35,677 | ||||||
Repayments of debt | 1,724,313 | 322,000 | ||||||||||
Proceeds from single equity or debt financing | 945,000 | 200,000 | ||||||||||
Fair value of warrant | 553,295 | |||||||||||
Amortization of debt discount | 84,167 | $ 65,448 | 216,909 | $ 402,469 | 542,336 | 339,443 | ||||||
Debt beneficial conversion feature | 407 | 231,708 | 87,788 | |||||||||
Directors [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 197,500 | |||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 8,000 | |||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Warrant modification charge | $ 55,028 | |||||||||||
Fair value of warrant | 11,959 | |||||||||||
Amortization of debt discount | $ 7,500 | |||||||||||
Class of warrant or rights expiration date | Dec. 31, 2018 | |||||||||||
Debt instrument issued for consideration | $ 190,000 | |||||||||||
Directors [Member] | Extended Outstanding Warrants [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants to purchase common stock | 844,444 | |||||||||||
Minimum [Member] | Directors [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Jan. 31, 2017 | |||||||||||
Common stock an exercise price per share | $ 4.50 | |||||||||||
Debt instrument interest rate interest | 0.00% | |||||||||||
Class of warrant or rights expiration date | Nov. 30, 2017 | |||||||||||
Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | 343,750 | $ 296,250 | ||||||||||
Maximum [Member] | Directors [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Feb. 5, 2017 | |||||||||||
Common stock an exercise price per share | $ 5 | |||||||||||
Debt instrument interest rate interest | 10.00% | |||||||||||
Class of warrant or rights expiration date | Mar. 31, 2018 | |||||||||||
Convertible Notes [Member] | Issuances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 530,000 | 735,000 | ||||||||||
Debt outstanding principal balance | $ 296,250 | $ 272,500 | ||||||||||
Warrant issued term | 5 years | 5 years | ||||||||||
Warrants to purchase common stock | 33,750 | 30,885 | ||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Debt instrument interest rate interest | 10.00% | |||||||||||
Fair value of warrant | $ 53,150 | $ 90,018 | ||||||||||
Amortization of debt discount | 10,000 | |||||||||||
Debt instrument issued for consideration | $ 725,000 | |||||||||||
Debt instrument conversion period description | September 2016 to August 2017 | The convertible notes matured between July 2015 and June 2016 | ||||||||||
Debt instrument, convertible, conversion price | $ 2 | |||||||||||
Convertible Notes [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 325,000 | $ 223,333 | ||||||||||
Accrued interest | $ 16,751 | $ 15,175 | ||||||||||
Debt conversion, converted instrument, shares issued | 137,006 | 53,595 | ||||||||||
Debt instrument interest rate interest | 10.00% | |||||||||||
Debt instrument conversion period description | February 2017 to August 2017 | |||||||||||
Debt beneficial conversion feature | $ 231,708 | $ 87,788 | ||||||||||
Convertible Notes [Member] | Minimum [Member] | Issuances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 5 | |||||||||||
Debt instrument interest rate interest | 1.00% | |||||||||||
Conversion price percentage | $ 0.60 | $ 0.55 | ||||||||||
Debt instrument, convertible, conversion price | 0.75 | 2 | ||||||||||
Convertible Notes [Member] | Minimum [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible, conversion price | 1.94 | 3 | ||||||||||
Convertible Notes [Member] | Maximum [Member] | Issuances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 10 | |||||||||||
Debt instrument interest rate interest | 12.00% | |||||||||||
Conversion price percentage | 0.62 | $ 0.65 | ||||||||||
Debt instrument, convertible, conversion price | 1 | 3 | ||||||||||
Convertible Notes [Member] | Maximum [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible, conversion price | $ 3 | $ 5.16 | ||||||||||
Convertible Note One [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 235,000 | $ 266,667 | ||||||||||
Debt conversion, converted instrument, amount | 298,762 | |||||||||||
Accrued interest | $ 9,788 | $ 12,580 | ||||||||||
Debt conversion, converted instrument, shares issued | 143,102 | 92,875 | ||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 39,092 | |||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Common stock aggregate grant date fair value | $ 288,060 | |||||||||||
Loss on extinguishment of note payables, net | $ 53,974 | 8,813 | ||||||||||
Convertible Note One [Member] | Minimum [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible, conversion price | $ 1.50 | |||||||||||
Convertible Note One [Member] | Maximum [Member] | Conversions, Exchanges and Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible, conversion price | $ 2.10 | |||||||||||
Other Note [Member] | Issuances [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 724,500 | 478,018 | ||||||||||
Proceeds from related party notes | 65,000 | |||||||||||
Aggregate principal amount | $ 75,000 | |||||||||||
Warrants to purchase common stock | 39,000 | |||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Debt instrument interest rate interest | 10.00% | 0.00% | ||||||||||
Fair value of warrant | $ 61,767 | |||||||||||
Amortization of debt discount | 58,000 | $ 78,003 | ||||||||||
Debt instrument issued for consideration | $ 674,000 | $ 400,015 | ||||||||||
Debt instrument conversion period description | September 2016 to April 2017 | October 2015 and December 2015 | ||||||||||
Other Note [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 49,018 | $ 877,873 | ||||||||||
Debt conversion, converted instrument, amount | $ 53,831 | |||||||||||
Accrued interest | $ 82,701 | |||||||||||
Debt conversion, converted instrument, shares issued | 23,925 | 188,632 | ||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 111,358 | |||||||||||
Loss on extinguishment of note payables, net | $ 4,813 | $ 21,537 | ||||||||||
Fair value of warrant | $ 982,112 | |||||||||||
Other Note [Member] | Minimum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 1.25 | $ 4 | ||||||||||
Other Note [Member] | Maximum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 2.45 | $ 15 | ||||||||||
Other Note One [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 244,000 | |||||||||||
Debt outstanding principal balance | $ 111,000 | $ 735,081 | ||||||||||
Debt conversion, converted instrument, shares issued | 6,000 | 10,000 | ||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 8,000 | 37,500 | ||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Common stock aggregate grant date fair value | $ 10,000 | $ 88,875 | ||||||||||
Warrant modification charge | 10,234 | |||||||||||
Loss on extinguishment of note payables, net | 5,000 | |||||||||||
Repayments of debt | $ 138,000 | 96,000 | $ 5,000 | |||||||||
Amortization of debt discount | 13,500 | |||||||||||
Debt instrument conversion period description | October 2015 to December 2015 to new maturity dates ranging from December 2015 to October 2016. | |||||||||||
Debt fee | $ 15,000 | |||||||||||
Other Note One [Member] | Minimum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Feb. 5, 2016 | |||||||||||
Other Note One [Member] | Maximum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Jul. 15, 2016 | |||||||||||
Other Note Extended [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 567,063 | |||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 30,000 | |||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Fair value of warrant | $ 52,800 | |||||||||||
Amortization of debt discount | $ 13,120 | |||||||||||
Debt instrument conversion period description | October 2015 to new maturity dates ranging from August 2016 to October 2017 | |||||||||||
Other Note Extended [Member] | Additional Warrants [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Oct. 1, 2017 | |||||||||||
Warrants to purchase common stock | 60,215 | |||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Repayments of debt | $ 92,500 | |||||||||||
Debt instrument conversion period description | June 2017 to December 2020 had their expiration dates extended to October 2021 | |||||||||||
Royalty payment term | 5 years | |||||||||||
Other Note Extended [Member] | Minimum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate interest | 0.00% | |||||||||||
Cosmetic revenue percentage | 2.00% | |||||||||||
Other Note Extended [Member] | Maximum [Member] | Exchanges And Other [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate interest | 15.00% | |||||||||||
Cosmetic revenue percentage | 4.00% | |||||||||||
Bermuda Lender [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||
Debt outstanding principal balance | $ 410,937 | |||||||||||
Debt instrument maturity date | Jun. 30, 2015 | |||||||||||
Debt conversion, converted instrument, amount | $ 3,733,645 | |||||||||||
Aggregate principal amount | 4,410,937 | |||||||||||
Accrued interest | $ 69,436 | |||||||||||
Debt conversion, converted instrument, shares issued | 746,730 | |||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 186,682 | 40,000 | ||||||||||
Common stock an exercise price per share | $ 15 | |||||||||||
Common stock aggregate grant date fair value | $ 672,056 | |||||||||||
Warrant modification charge | $ 80,000 | |||||||||||
Loss on extinguishment of note payables, net | $ 5,327 | |||||||||||
Beneficial ownership percentage | 10.00% | 10.00% | ||||||||||
Bermuda Lender [Member] | Note Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | 500,000 | |||||||||||
Aggregate principal amount | 4,000,000 | |||||||||||
Bermuda Lender [Member] | Research and Development Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from related party notes | $ 316,297 | |||||||||||
Affiliate Bermuda Lender [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from related party notes | $ 150,000 | |||||||||||
Affiliate Bermuda Lender [Member] | Two Month Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||
Debt instrument maturity date | Mar. 9, 2016 | |||||||||||
Warrants to purchase common stock | 239,182 | |||||||||||
Warrant modification charge | $ 98,739 | |||||||||||
Debt instrument interest rate interest | 10.00% | |||||||||||
Repayments of debt | $ 150,000 | |||||||||||
Affiliate Bermuda Lender [Member] | Two Month Note [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 4 | |||||||||||
Affiliate Bermuda Lender [Member] | Two Month Note [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 15 | |||||||||||
Tuxis Trust [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from related party notes | $ 500,000 | |||||||||||
Warrants to purchase common stock | 40,000 | 40,000 | 40,000 | |||||||||
Common stock an exercise price per share | $ 4 | $ 4 | $ 4 | |||||||||
Debt instrument interest rate interest | 10.00% | 10.00% | 10.00% | |||||||||
Proceeds from single equity or debt financing | $ 10,000,000 | |||||||||||
Fair value of warrant | $ 55,659 | |||||||||||
Lender [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | 97,500 | 97,500 | ||||||||||
Accrued interest | $ 288 | $ 288 | ||||||||||
Debt conversion, converted instrument, shares issued | 32,597 | |||||||||||
Warrant issued term | 5 years | |||||||||||
Warrants to purchase common stock | 32,597 | 32,597 | ||||||||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||||||||
Loss on extinguishment of note payables, net | $ 20,540 | |||||||||||
Lender [Member] | Other Note One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants to purchase common stock | 35,215 | |||||||||||
Lender [Member] | Other Note One [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 10 | |||||||||||
Lender [Member] | Other Note One [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock an exercise price per share | $ 4 |
Notes Payable (Details Narrat42
Notes Payable (Details Narrative) (10Q) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 456,250 | $ 456,250 | $ 390,000 | |||
Debt conversion, converted instrument, shares issued | 6,250 | |||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||
Common stock an exercise price per share | $ 4 | $ 4 | $ 4 | |||
Loss on extinguishment of note payables, net | $ (1,402) | $ 4,813 | $ 59,938 | $ 16,660 | 58,787 | $ 35,677 |
Repayments of related party debt | $ 49,015 | 160,575 | 364,120 | $ 387,075 | ||
Number of common stock shares issued | 331,335 | 14,063 | ||||
Fair value of warrant | $ 553,295 | |||||
Proceeds from issuance of note | 875,000 | 980,000 | 1,894,000 | $ 1,210,015 | ||
Original issue discount | 99,768 | 99,768 | 152,720 | 150,286 | ||
Amortization of debt discount | $ 84,167 | $ 65,448 | 216,909 | $ 402,469 | 542,336 | $ 339,443 |
Repayments of debt | $ 1,724,313 | $ 322,000 | ||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 125,000 | |||||
Number of common stock shares issued | 331,335 | 956,833 | 395,425 | |||
Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 24,003 | |||||
Minimum [Member] | Lenders Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.75 | $ 0.75 | ||||
Maximum [Member] | Lenders Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 1 | $ 1 | ||||
Lenders Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 7,500 | 7,500 | ||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Number of common stock shares issued | 8,000 | |||||
Fair value of warrant | $ 24,388 | |||||
Lenders Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 50,000 | 50,000 | ||||
Accrued interest | 2,712 | $ 2,712 | ||||
Debt conversion, converted instrument, shares issued | 29,280 | |||||
Common stock aggregate exchange date fair value | 58,560 | $ 58,560 | ||||
Loss on extinguishment of note payables, net | 5,848 | |||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | 233,750 | 233,750 | ||||
Accrued interest | $ 12,384 | $ 12,384 | ||||
Debt conversion, converted instrument, shares issued | 104,632 | |||||
Convertible Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 1.96 | $ 1.96 | ||||
Convertible Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 2.77 | $ 2.77 | ||||
Lenders Other Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 618,000 | $ 618,000 | ||||
Warrant issued term | 5 years | |||||
Debt maturity date description | The other notes matured or mature between dates in May 2017 to December 2017. | |||||
Number of common stock shares issued | 7,353 | |||||
Proceeds from issuance of note | $ 525,000 | |||||
Original issue discount | 93,000 | 93,000 | ||||
Lenders Other Notes [Member] | Common Stock and Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Original issue discount | $ 68,688 | $ 68,688 | ||||
Lenders Other Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 40,000 | 40,000 | ||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Interest rate | 0.00% | 0.00% | ||||
Lenders Other Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | 10.00% | ||||
Other Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 203,750 | $ 203,750 | ||||
Accrued interest | $ 7,114 | $ 7,114 | ||||
Debt conversion, converted instrument, shares issued | 70,205 | |||||
Other Notes [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 63,205 | 63,205 | ||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Lender [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 97,500 | $ 97,500 | ||||
Accrued interest | $ 288 | $ 288 | ||||
Debt conversion, converted instrument, shares issued | 32,597 | |||||
Warrant issued term | 5 years | |||||
Warrants to purchase common stock | 32,597 | 32,597 | ||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Common stock aggregate exchange date fair value | $ 118,328 | $ 118,328 | ||||
Loss on extinguishment of note payables, net | 20,540 | |||||
Repayments of related party debt | 50,000 | |||||
Lender [Member] | Other Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 572,000 | $ 572,000 | ||||
Warrant issued term | 5 years | |||||
Warrants to purchase common stock | 18,000 | 18,000 | ||||
Number of common stock shares issued | 2,500 | |||||
Fair value of warrant | $ 26,940 | |||||
Amortization of debt discount | 5,000 | |||||
Extension fee | $ 8,500 | |||||
Lender [Member] | Minimum [Member] | Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Lender [Member] | Maximum [Member] | Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Common stock an exercise price per share | $ 5 | $ 5 | ||||
Lender [Member] | Lenders Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 350,000 | $ 350,000 | ||||
Accrued interest | $ 7,402 | $ 7,402 | ||||
Interest rate | 10.00% | 10.00% | ||||
Debt maturity date description | The convertible notes mature between dates in November 2017 to February 2018 | |||||
Lender [Member] | Lenders Convertible Note [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price, percentage | 50.00% | |||||
Lender [Member] | Lenders Convertible Note [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price, percentage | 60.00% | |||||
Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 18,000 | 18,000 | ||||
Common stock an exercise price per share | $ 4 | $ 4 | ||||
Common stock aggregate exchange date fair value | $ 244,414 | $ 244,414 | ||||
Loss on extinguishment of note payables, net | $ 33,550 | |||||
Class of warrant or rights expiration date | Feb. 8, 2022 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Outstanding | $ 2,156,601 | $ 1,311,798 | $ 1,311,798 | $ 5,738,239 | ||||||||
Issuance | 968,000 | 1,952,000 | 1,363,018 | |||||||||
Indebtedness satisfied via settlement | (5,000) | |||||||||||
Exchanges to equity | (351,250) | (284,018) | (5,555,477) | |||||||||
Conversion to equity | (233,750) | (325,000) | (223,333) | |||||||||
Repayments | (74,003) | (118,500) | (476,500) | (5,000) | ||||||||
Recognition of debt discount | (218,420) | (604,067) | (469,557) | |||||||||
Accretion of interest expense | 89,364 | 2,916 | 40,052 | 85,086 | ||||||||
Amortization of debt discount | $ 84,167 | $ 65,448 | 216,909 | 402,469 | 542,336 | 339,443 | ||||||
Recharacterization of accrued interest as principal | 44,379 | |||||||||||
Outstanding | 2,553,451 | 2,553,451 | 2,156,601 | 1,311,798 | ||||||||
Less: current portion | (2,433,331) | (2,433,331) | (1,858,845) | (1,009,797) | ||||||||
Non-current portion | 120,120 | 120,120 | 297,756 | 302,001 | ||||||||
Debt Discount [Member] | ||||||||||||
Outstanding | (179,964) | (158,285) | (158,285) | (113,257) | ||||||||
Issuance | ||||||||||||
Indebtedness satisfied via settlement | ||||||||||||
Exchanges to equity | ||||||||||||
Conversion to equity | ||||||||||||
Repayments | ||||||||||||
Recognition of debt discount | (218,420) | (604,067) | [1] | (469,557) | [1] | |||||||
Accretion of interest expense | 80,864 | 40,052 | [1] | 85,086 | [1] | |||||||
Amortization of debt discount | 216,909 | 542,336 | 339,443 | |||||||||
Recharacterization of accrued interest as principal | ||||||||||||
Outstanding | (100,611) | (100,611) | (179,964) | (158,285) | ||||||||
Less: current portion | 152,720 | (150,286) | ||||||||||
Non-current portion | [2] | (27,244) | (7,999) | |||||||||
Convertible Notes Payable [Member] | ||||||||||||
Outstanding | 390,000 | [3] | 420,000 | [4] | 420,000 | [4] | 175,000 | |||||
Issuance | 350,000 | 530,000 | 735,000 | [1] | ||||||||
Indebtedness satisfied via settlement | ||||||||||||
Exchanges to equity | (50,000) | (235,000) | (266,667) | |||||||||
Conversion to equity | (233,750) | (325,000) | (223,333) | |||||||||
Repayments | ||||||||||||
Recognition of debt discount | ||||||||||||
Accretion of interest expense | ||||||||||||
Amortization of debt discount | ||||||||||||
Recharacterization of accrued interest as principal | ||||||||||||
Outstanding | 456,250 | [5] | 456,250 | [5] | 390,000 | [3] | 420,000 | [4] | ||||
Less: current portion | (345,000) | (110,000) | ||||||||||
Non-current portion | [2] | 45,000 | 310,000 | |||||||||
Other Notes [Member] | ||||||||||||
Outstanding | 1,249,065 | 900,083 | 900,083 | 1,265,559 | ||||||||
Issuance | 618,000 | 724,500 | [6] | 478,018 | [1] | |||||||
Indebtedness satisfied via settlement | (5,000) | |||||||||||
Exchanges to equity | (203,750) | (49,018) | (877,873) | |||||||||
Conversion to equity | ||||||||||||
Repayments | (24,003) | (326,500) | (5,000) | |||||||||
Recognition of debt discount | ||||||||||||
Accretion of interest expense | 8,500 | |||||||||||
Amortization of debt discount | ||||||||||||
Recharacterization of accrued interest as principal | [7] | 44,379 | ||||||||||
Outstanding | 1,647,812 | 1,647,812 | 1,249,065 | 900,083 | ||||||||
Less: current portion | (1,236,565) | (900,083) | ||||||||||
Non-current portion | [2] | 12,500 | ||||||||||
Related Party Notes [Member] | ||||||||||||
Outstanding | 697,500 | $ 150,000 | 150,000 | 4,410,937 | ||||||||
Issuance | 697,500 | 150,000 | ||||||||||
Indebtedness satisfied via settlement | ||||||||||||
Exchanges to equity | (97,500) | (4,410,937) | ||||||||||
Conversion to equity | ||||||||||||
Repayments | (50,000) | (150,000) | ||||||||||
Recognition of debt discount | ||||||||||||
Accretion of interest expense | ||||||||||||
Amortization of debt discount | ||||||||||||
Recharacterization of accrued interest as principal | ||||||||||||
Outstanding | $ 550,000 | $ 550,000 | 697,500 | 150,000 | ||||||||
Less: current portion | (430,000) | (150,000) | ||||||||||
Non-current portion | [2] | $ 267,500 | ||||||||||
[1] | During the years ended December 31, 2016 and 2015, notes with an aggregate principal amount of $432,000 and $538,018, respectively, bear no interest and were issued for cash consideration of $374,000 and $450,015, respectively. The difference between the principal amount of the notes and the cash received of $58,000 and $88,003, respectively, was recorded as debt discount and is being accreted to interest expense over the term of the notes. During the year ended December 31, 2015 the Company issued a note payable in the principal amount of $75,000 for a short-term advance from a related party in the amount of $65,000. | |||||||||||
[2] | As of December 31, 2016 and 2015, the Company reclassified principal in the aggregate amount of $297,756 and $302,001, respectively (net of debt discount of $27,244 and $7,999, respectively) and accrued interest in the aggregate amount of $7,681 and $11,011, respectively to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2016 and 2015, respectively. See Note 11 - Subsequent Events for additional details regarding notes payable. | |||||||||||
[3] | As of September 30, 2016 and December 31, 2015, convertible notes with an aggregate principal balance of $155,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $80,000 and $197,500, respectively, of principal into shares of common stock. | |||||||||||
[4] | As of December 31, 2016 and 2015, a designated portion of convertible notes with an aggregate principal balance of $390,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $296,250 and $197,500, respectively, of principal into shares of common stock. | |||||||||||
[5] | As of June 30, 2017 and December 31, 2016, a designated portion of convertible notes with an aggregate principal balance of $456,250 and $390,000, respectively, was convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $343,750 and $296,250 of principal into shares of common stock at June 30, 2017 and December 31, 2016, respectively, at the same conversion price. | |||||||||||
[6] | During the nine months ended September 30, 2016, the Company issued a lender a note payable in the principal amount of $242,000 for cash proceeds of $200,000. | |||||||||||
[7] | During the year ended December 31, 2015, in connection with the extension of certain notes payable, an aggregate of $44,379 of accrued interest was added to the aggregate principal balance of the notes. |
Notes Payable - Schedule of N44
Notes Payable - Schedule of Notes Payable Activity (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Aggregate principal amount | $ 456,250 | $ 456,250 | $ 390,000 | ||||
Debt discount | 84,167 | $ 65,448 | 216,909 | $ 402,469 | 542,336 | $ 339,443 | |
Related party short-term advance | 34,015 | $ 89,045 | 292,090 | 564,105 | |||
Accrued interest | 7,681 | 11,011 | |||||
Note Payable | 120,120 | 120,120 | 297,756 | 302,001 | |||
Debt discount | $ 843 | 843 | 27,244 | 7,999 | |||
Debt conversion, converted instrument, amount | 233,750 | 325,000 | 223,333 | ||||
Maximum [Member] | |||||||
Debt conversion, converted instrument, amount | 343,750 | 296,250 | |||||
Convertible Notes [Member] | |||||||
Debt discount | |||||||
Note Payable | [1] | 45,000 | 310,000 | ||||
Debt conversion, converted instrument, amount | $ 233,750 | 325,000 | 223,333 | ||||
Notes Payable [Member] | |||||||
Aggregate principal amount | 432,000 | 538,018 | |||||
Cash consideration | 374,000 | 450,015 | |||||
Debt discount | 58,000 | 88,003 | |||||
Note payable principal amount | 75,000 | ||||||
Related party short-term advance | 65,000 | ||||||
Notes Payable Two [Member] | |||||||
Accrued interest | 44,379 | ||||||
Notes Payable Three [Member] | Convertible Notes [Member] | |||||||
Aggregate principal amount | 390,000 | 420,000 | |||||
Cash consideration | $ 296,250 | $ 197,500 | |||||
[1] | As of December 31, 2016 and 2015, the Company reclassified principal in the aggregate amount of $297,756 and $302,001, respectively (net of debt discount of $27,244 and $7,999, respectively) and accrued interest in the aggregate amount of $7,681 and $11,011, respectively to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2016 and 2015, respectively. See Note 11 - Subsequent Events for additional details regarding notes payable. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10K) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Federal and state net operating losses | $ 9,200,000 | $ 3,100,000 | ||
Income tax expire year description | expire from 2029 to 2036 | |||
Maximum ownership changes percentage | 50.00% | |||
Net operating loss federal not being realizable | $ 15,500,000 | $ 5,700,000 | ||
Net operating loss deferred tax assets | $ 5,900,000 | $ 2,200,000 | $ 3,495,000 | $ 1,181,900 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Loss Before Income Taxes (Details) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (8,627,380) | $ (7,767,924) |
Foreign | (8,912) | (155,556) |
Loss before income taxes | $ (8,636,292) | $ (7,923,480) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jul. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforward | $ 3,495,000 | $ 1,181,900 | $ 5,900,000 | $ 2,200,000 |
Stock-based compensation | 2,868,000 | 1,976,600 | ||
Accruals | 237,000 | 231,100 | ||
Research & development tax credits | 192,000 | 139,480 | ||
Other | 2,000 | 2,100 | ||
Gross deferred tax assets | 6,794,000 | 3,531,180 | ||
Fixed assets | (97,000) | (110,300) | ||
Intangible assets | (18,000) | (13,400) | ||
Gross deferred tax liabilities | (115,000) | (123,700) | ||
Net deferred tax assets | 6,679,000 | 3,407,480 | ||
Valuation allowance | (6,679,000) | (3,407,480) | ||
Deferred tax asset, net of valuation allowance | ||||
Changes in valuation allowance | $ 3,271,520 | $ (2,922,620) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | (2,927,149) | 2,614,976 |
State and local, Current | ||
State and local, Deferred | (344,371) | 307,644 |
Income tax provision (benefit) before change in valuation allowance | (3,271,520) | 2,922,620 |
Change in valuation allowance | 3,271,520 | (2,922,620) |
Income tax provision (benefit) |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details) (10K) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (4.00%) | (4.00%) |
Permanent differences | 0.40% | 0.80% |
Research & development tax credits | (0.60%) | (0.60%) |
Impact of Section 382 limit | 0.00% | 76.00% |
True-ups and other | 0.30% | (0.60%) |
Change in valuation allowance | 37.90% | (37.60%) |
Effective income tax rate | 0.00% | 0.00% |
Commitments and Contingencies50
Commitments and Contingencies (Details Narrative) (10K) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015USD ($)shares | Feb. 28, 2015USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)ft²$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |
Security deposit | $ 34,176 | $ 34,176 | $ 45,900 | $ 45,900 | ||||
Rent expense | $ 31,000 | $ 33,000 | $ 63,000 | $ 66,000 | 124,038 | $ 141,131 | ||
Number of common stock issued | shares | 331,335 | 14,063 | ||||||
Warrants to purchase common stock | shares | 341,335 | 341,335 | 6,250 | |||||
Proceeds from issuance of warrants | $ 994,000 | |||||||
Exercise price per share | $ / shares | $ 4 | $ 4 | $ 4 | |||||
Warrant term | 5 years | |||||||
Research and development expense | $ 610,725 | 608,688 | $ 1,416,578 | 1,474,732 | 2,883,563 | $ 2,105,059 | ||
Operating expenses | $ 2,589,015 | $ 2,159,230 | $ 5,085,386 | $ 4,235,479 | 7,833,510 | 7,537,773 | ||
Employee-related liabilities | $ 602,221 | 797,576 | ||||||
Stock-based compensation, stock option granted | shares | 850,000 | 857,000 | ||||||
Common stock exercise price | $ / shares | $ 3.35 | $ 3.72 | ||||||
Chief Executive Officer [Member] | ||||||||
Cash bonuses | $ 96,000 | |||||||
Bonus payments | $ 49,691 | |||||||
Chief Executive Officer [Member] | Effective From January 1 2015 [Member] | ||||||||
Salary reduced | $ 7,200 | |||||||
Division President [Member] | ||||||||
Severance costs | $ 150,000 | |||||||
Stock-based compensation, stock option granted | shares | 25,000 | |||||||
Common stock exercise price | $ / shares | $ 9.20 | |||||||
Share based compensation arrangement by share based payment award options grant intrinsic value | $ 200,400 | |||||||
Vice President of Research and Development [Member] | ||||||||
Severance costs | $ 125,000 | |||||||
Directors [Member] | ||||||||
Warrants to purchase common stock | shares | 8,000 | |||||||
Exercise price per share | $ / shares | $ 4 | |||||||
Board of Directors [Member] | ||||||||
Accounts payable and accrued liabilities, total | $ 357,500 | $ 200,000 | ||||||
Settlement Agreement [Member] | ||||||||
Number of common stock issued | shares | 4,230 | |||||||
Warrants to purchase common stock | shares | 30,000 | |||||||
Proceeds from issuance of warrants | $ 152,000 | |||||||
Warrant term | 5 years | |||||||
Related Party Agreement[Member] | ||||||||
Stock-based compensation, stock option granted | shares | 1,725 | |||||||
Grant date value | $ 15,000 | |||||||
Minimum [Member] | Directors [Member] | ||||||||
Exercise price per share | $ / shares | $ 4.50 | |||||||
Minimum [Member] | Settlement Agreement [Member] | ||||||||
Exercise price per share | $ / shares | $ 7.60 | |||||||
Maximum [Member] | Directors [Member] | ||||||||
Exercise price per share | $ / shares | $ 5 | |||||||
Maximum [Member] | Settlement Agreement [Member] | ||||||||
Exercise price per share | $ / shares | $ 12 | |||||||
Melville Lease [Member] | ||||||||
Land subject to ground leases | ft² | 6,800 | |||||||
Lease expiration term | 2020-03 | |||||||
Security deposit | $ 45,900 | $ 45,900 | ||||||
Received rent payments | 20,912 | |||||||
Melville Lease [Member] | Minimum [Member] | ||||||||
Accrued rent | 132,600 | |||||||
Melville Lease [Member] | Maximum [Member] | ||||||||
Accrued rent | 149,260 | |||||||
Research Agreements [Member] | ||||||||
Research and development expense | 112,000 | 103,000 | ||||||
Business Advisory Services [Member] | ||||||||
Consulting expense | $ 180,000 | 180,000 | ||||||
Business Advisory Services [Member] | Extension 1 [Member] | ||||||||
Warrants to purchase common stock | shares | 10,000 | |||||||
Exercise price per share | $ / shares | $ 12 | |||||||
Warrant term | 5 years | |||||||
Additional monthly fee for services rendered | $ 15,000 | |||||||
Business Advisory Services [Member] | Extension 2 [Member] | ||||||||
Warrants to purchase common stock | shares | 10,000 | |||||||
Proceeds from issuance of warrants | $ 74,923 | |||||||
Exercise price per share | $ / shares | $ 10 | |||||||
Warrant term | 5 years | |||||||
Employment Agreements [Member] | ||||||||
Cash bonuses | $ 95,041 | |||||||
Bonus payments | 50,531 | |||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | ||||||||
Deferred compensation arrangement with individual, description | The CEO is entitled to receive a salary of $400,000 per annum and, effective January 1, 2015, the CEOs annual car allowance was reduced to $7,200 from $14,400. Pursuant to the employment agreement, the CEO was entitled to receive an annual bonus for 2015 equal to 50% of his annual base salary and is entitled to receive an annual bonus for each of 2016 and 2017 of up to 50% of his annual base salary in the event certain performance goals, as determined by the Compensation Committee of the Board of Directors of the Company(the Compensation Committee), are satisfied. | |||||||
Salary amount | $ 400,000 | |||||||
Labor and related expense, total | $ 14,400 | |||||||
Deferred compensation amount | 100,000 | |||||||
Operating expenses | $ 407,200 | $ 407,200 | ||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | February 2017[Member] | ||||||||
Deferred compensation arrangement with individual, description | In February 2017, the Compensation Committee and the CEO agreed to amend the CEO’s 2016 annual bonus such that (i) the total bonus that could be earned would be equal to 40% of the CEO’s 2016 annual salary and (ii) the CEO would have until July 31, 2017 to satisfy certain performance goals related to his 2016 bonus. | |||||||
Employment Agreements [Member] | Two Other Employees [Member] | ||||||||
Severance costs | $ 175,000 | |||||||
Employment Agreements [Member] | Maximum [Member] | ||||||||
Cash bonuses | 225,750 | |||||||
Employment Agreements [Member] | Maximum [Member] | March 2017[Member] | ||||||||
Cash bonuses | 162,000 | |||||||
Chief Executive Officer Employment Agreements [Member] | ||||||||
Deferred compensation amount | $ 300,000 |
Commitments and Contingencies51
Commitments and Contingencies (Details Narrative) (10Q) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant term | 5 years | |||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||
Fair value of warrant | $ 553,295 | |||||
Debt conversion, converted instrument, shares issued | 6,250 | |||||
Loss on settlement of notes payable, net | $ 1,402 | $ (4,813) | (59,938) | $ (16,660) | $ (58,787) | $ (35,677) |
Rent expense | 31,000 | $ 33,000 | 63,000 | $ 66,000 | 124,038 | $ 141,131 |
Employment Agreement [Member] | ||||||
Bonus payments | 191,000 | |||||
Employment Agreement [Member] | 2016 Bonus Milestones Achieved [Member] | ||||||
Bonus payments | 255,250 | $ 100,000 | ||||
Employment Agreement [Member] | 2017 Bonus Milestones Achieved [Member] | ||||||
Bonus payments | 199,870 | |||||
Employment Agreement [Member] | Maximum [Member] | December 31, 2017 [Member] | ||||||
Cash bonuses | 402,500 | 402,500 | ||||
Employment Agreement [Member] | Maximum [Member] | December 31, 2016 [Member] | ||||||
Cash bonuses | $ 322,000 | $ 322,000 | ||||
February 2011 Agreement[Member] | ||||||
Agreement expiration date | Dec. 31, 2017 | |||||
Consulting Agreement [Member] | ||||||
Warrant term | 5 years | |||||
Warrants to purchase common stock | 25,000 | 25,000 | ||||
Exercise price per share | $ 4 | $ 4 | ||||
Fair value of warrant | $ 40,763 | |||||
Exchange Agreement[Member] | ||||||
Warrant term | 5 years | |||||
Warrants to purchase common stock | 10,000 | 10,000 | ||||
Exercise price per share | $ 4 | $ 4 | ||||
Consulting expense | $ 30,000 | |||||
Debt conversion, converted instrument, shares issued | 10,000 | |||||
Common stock and warrants aggregate grant date value | $ 36,300 | |||||
Loss on settlement of notes payable, net | $ 6,300 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Minimum Payments (Details) (10K) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 127,948 |
2,018 | 131,778 |
2,019 | 148,172 |
2,020 | 37,315 |
Total | $ 445,213 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) (10K) - USD ($) | Jul. 07, 2015 | Aug. 31, 2016 | Jun. 30, 2016 | Feb. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 10, 2017 | Oct. 31, 2016 | Nov. 30, 2015 | Sep. 30, 2015 | May 31, 2015 | Dec. 31, 2014 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Reverse stock split | 1-for-20 reverse split | |||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of common stock issued | 331,335 | 14,063 | ||||||||||||||
Warrant term | 5 years | |||||||||||||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||||||||||||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||||||||||||
Gross proceeds from warrants | $ 994,000 | |||||||||||||||
Warrant modification charge | $ 4,500 | $ 96,634 | $ 229,288 | |||||||||||||
Weighted average estimated fair value of the warrants granted | $ 1.47 | $ 1.02 | $ 1.61 | $ 1.76 | ||||||||||||
Stock based compensation expenses | $ 2,283,111 | $ 1,355,327 | $ 2,536,785 | 1,954,736 | ||||||||||||
Purchase of shares of common stock | 850,000 | 857,000 | ||||||||||||||
Number of common stock shares issued for services, value | $ 27,553 | 8,481 | ||||||||||||||
Retirement of treasury shares | $ 48,875 | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Retirement of treasury shares | $ 35,432 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of common stock issued | 331,335 | 956,833 | 395,425 | |||||||||||||
Warrants to purchase common stock | 125,000 | |||||||||||||||
Warrant modification charge | ||||||||||||||||
Number of common stock shares issued for services | 156,668 | 13,208 | 943 | |||||||||||||
Number of common stock shares issued for services, value | $ 157 | $ 13 | $ 1 | |||||||||||||
Warrant [Member] | ||||||||||||||||
Warrants to purchase common stock | 125,000 | |||||||||||||||
Exercise price per share | $ 5 | |||||||||||||||
Gross proceeds from warrants | $ 500,000 | |||||||||||||||
Stock Offering One [Member] | ||||||||||||||||
Warrant term | 8 months 12 days | |||||||||||||||
Warrants to purchase common stock | 444,444 | |||||||||||||||
Stock Offering Two [Member] | ||||||||||||||||
Warrant term | 1 year | |||||||||||||||
Warrants to purchase common stock | 400,000 | |||||||||||||||
Stock Offering Three [Member] | ||||||||||||||||
Warrant term | 5 years | |||||||||||||||
Warrants to purchase common stock | 956,733 | |||||||||||||||
Bermuda Lender [Member] | ||||||||||||||||
Warrants to purchase common stock | 40,000 | 186,682 | ||||||||||||||
Exercise price per share | $ 15 | |||||||||||||||
Warrant modification charge | $ 80,000 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Number of common stock shares issued for services | 54,901 | 31,473 | ||||||||||||||
Number of common stock shares issued for services, value | $ 116,958 | $ 112,847 | ||||||||||||||
Purchase of treasury shares | 7,500 | |||||||||||||||
Purchase of treasury shares fair value | $ 16,875 | |||||||||||||||
Consultant One [Member] | ||||||||||||||||
Number of common stock shares issued for services | 13,208 | 943 | ||||||||||||||
Number of common stock shares issued for services, value | $ 27,553 | $ 8,481 | ||||||||||||||
Common Stock and Warrant Offerings [Member] | ||||||||||||||||
Number of common stock issued | 956,883 | 395,425 | ||||||||||||||
Gross proceeds from common stock | $ 2,033,700 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Warrants to purchase common stock | 1,801,177 | 259,464 | ||||||||||||||
Warrants grant date fair value | $ 2,054,144 | $ 611,730 | ||||||||||||||
Gross proceeds from warrants | $ 3,498,338 | |||||||||||||||
Common Stock and Warrant Offerings [Member] | Bermuda Lender [Member] | ||||||||||||||||
Number of common stock issued | 50,000 | |||||||||||||||
Shares issued price per share | $ 15 | |||||||||||||||
Gross proceeds from common stock | $ 300,000 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Warrants to purchase common stock | 12,500 | |||||||||||||||
Warrants grant date fair value | $ 40,000 | |||||||||||||||
Warrant Exercises [Member] | ||||||||||||||||
Warrants to purchase common stock | 60,831 | 75,473 | ||||||||||||||
Exercise price per share | $ 3.50 | $ 3.50 | $ 3.50 | |||||||||||||
Gross proceeds from warrants | $ 212,898 | $ 264,144 | ||||||||||||||
Warrant modification charge | $ 23,448 | $ 20,295 | ||||||||||||||
Stock Warrants [Member] | ||||||||||||||||
Warrants to purchase common stock | 470,085 | 47,939 | ||||||||||||||
Warrant modification charge | $ 77,905 | |||||||||||||||
Weighted average estimated fair value of the warrants granted | $ 1.18 | $ 2.72 | ||||||||||||||
Warrants expiration date description | expiration dates ranging from December 31, 2015 to January 23, 2016 to new expiration dates ranging from December 31, 2016 to December 31, 2017 | |||||||||||||||
Stock based compensation expenses | $ 62,908 | $ 99,501 | ||||||||||||||
Stock Warrants [Member] | Consultant [Member] | ||||||||||||||||
Warrants to purchase common stock | 40,000 | |||||||||||||||
Exercise price per share | $ 4 | |||||||||||||||
Stock based compensation expenses | $ 62,908 | |||||||||||||||
Stock Warrants One [Member] | ||||||||||||||||
Warrants to purchase common stock | 44,166 | |||||||||||||||
Exercise price per share | $ 4 | |||||||||||||||
Warrant modification charge | $ 5,038 | |||||||||||||||
Stock Options [Member] | ||||||||||||||||
Option exercise price | $ 3.73 | 3.73 | $ 3.73 | |||||||||||||
Common stock an exercise price per share | $ 192,333 | $ 192,333 | $ 192,333 | |||||||||||||
2010 Equity Participation Plan [Member] | ||||||||||||||||
Number of shares authorized | 2,250,000 | 2,250,000 | ||||||||||||||
Stock Options [Member] | ||||||||||||||||
Weighted average estimated fair value of the warrants granted | $ 3.24 | |||||||||||||||
Purchase of shares of common stock | 15,000 | 827,000 | 15,000 | |||||||||||||
Option exercise price | $ 3.10 | $ 3.70 | ||||||||||||||
Aggregate grant date value | $ 41,000 | $ 52,900 | ||||||||||||||
Stock options term | 10 years | 10 years | 10 years | |||||||||||||
Shares vested term | 2 years | 3 years | 3 years | |||||||||||||
Number of shares vested | 2,682,800 | |||||||||||||||
Stock Options [Member] | ||||||||||||||||
Weighted average estimated fair value of the warrants granted | $ 4.07 | |||||||||||||||
Over Two Years [Member] | Stock Options [Member] | ||||||||||||||||
Number of shares vested | 384,667 | |||||||||||||||
Over Three Years [Member] | Stock Options [Member] | ||||||||||||||||
Number of shares vested | 250,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Common stock, shares authorized | 200,000,000 | 100,000,000 | ||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||
Minimum [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||||||
Shares issued price per share | 4 | |||||||||||||||
Exercise price per share | $ 4 | $ 5 | ||||||||||||||
Minimum [Member] | Warrant And Option Valuation [Member] | ||||||||||||||||
Estimated forfeitures related to option grants at an annual rate | 0.00% | 0.00% | 0.00% | |||||||||||||
Minimum [Member] | Warrant Exercises [Member] | ||||||||||||||||
Exercise price per share | $ 4 | $ 4 | ||||||||||||||
Minimum [Member] | Stock Warrants [Member] | ||||||||||||||||
Exercise price per share | 4 | 6 | ||||||||||||||
Minimum [Member] | Stock Warrants One [Member] | ||||||||||||||||
Exercise price per share | 6 | |||||||||||||||
Minimum [Member] | 2010 Equity Participation Plan [Member] | ||||||||||||||||
Common stock, shares authorized | 2,250,000 | 2,250,000 | 1,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||||
Common stock, shares authorized | 30,000,000 | 200,000,000 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||
Maximum [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||||||
Shares issued price per share | 7 | |||||||||||||||
Exercise price per share | $ 5 | $ 15 | ||||||||||||||
Maximum [Member] | Warrant And Option Valuation [Member] | ||||||||||||||||
Estimated forfeitures related to option grants at an annual rate | 5.00% | 5.00% | 5.00% | |||||||||||||
Maximum [Member] | Warrant Exercises [Member] | ||||||||||||||||
Exercise price per share | $ 15 | $ 15 | ||||||||||||||
Maximum [Member] | Stock Warrants [Member] | ||||||||||||||||
Exercise price per share | 10 | $ 20 | ||||||||||||||
Maximum [Member] | Stock Warrants One [Member] | ||||||||||||||||
Exercise price per share | $ 15 | |||||||||||||||
Maximum [Member] | 2010 Equity Participation Plan [Member] | ||||||||||||||||
Common stock, shares authorized | 4,250,000 | 4,250,000 | 2,000,000 |
Stockholders' Deficiency (Det54
Stockholders' Deficiency (Details Narrative) (10Q) - USD ($) | Jun. 23, 2017 | Apr. 05, 2017 | Feb. 14, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 10, 2017 |
Number of common stock issued | 331,335 | 14,063 | ||||||||
Warrant term | 5 years | |||||||||
Warrants to purchase common stock | 341,335 | 341,335 | 6,250 | |||||||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||||||
Gross proceeds from warrants | $ 994,000 | |||||||||
Fair value of warrant | 553,295 | |||||||||
Warrant modification charge | $ 4,500 | $ 96,634 | $ 229,288 | |||||||
Weighted average estimated fair value of the warrants granted | $ 1.47 | $ 1.02 | $ 1.61 | $ 1.76 | ||||||
Stock based compensation expenses | $ 2,283,111 | $ 1,355,327 | $ 2,536,785 | $ 1,954,736 | ||||||
Warrants [Member] | ||||||||||
Warrant term | 5 years | |||||||||
Warrants to purchase common stock | 20,000 | |||||||||
Exercise price per share | $ 4.50 | |||||||||
Fair value of warrant | $ 30,440 | |||||||||
Warrant Modification and Exercise [Member] | ||||||||||
Warrants to purchase common stock | 50,000 | |||||||||
Gross proceeds from warrants | 175,000 | |||||||||
Stock Warrants [Member] | ||||||||||
Stock based compensation expenses | $ 30,440 | $ 71,203 | ||||||||
Stock Options [Member] | ||||||||||
Warrants to purchase common stock | 850,000 | 1,219,450 | ||||||||
Exercise price per share | $ 3.35 | $ 5.70 | ||||||||
Stock options modification value | $ 430,394 | |||||||||
Stock option term | 10 years | |||||||||
Number of option to purchase shares | 283,336 | |||||||||
Option grant date fair value | $ 2,391,900 | |||||||||
Tranches [Member] | Warrant Modification and Exercise [Member] | ||||||||||
Warrants to purchase common stock | 35,000 | |||||||||
One Year Anniversary [Member] | Stock Options [Member] | ||||||||||
Number of option to purchase shares | 283,334 | |||||||||
Two Year Anniversary [Member] | Stock Options [Member] | ||||||||||
Number of option to purchase shares | 283,330 | |||||||||
Minimum [Member] | Warrant Modification and Exercise [Member] | ||||||||||
Exercise price per share | $ 3.50 | |||||||||
Minimum [Member] | Stock Options [Member] | ||||||||||
Exercise price per share | $ 4.70 | |||||||||
Maximum [Member] | Warrant Modification and Exercise [Member] | ||||||||||
Exercise price per share | $ 30 | |||||||||
Maximum [Member] | Stock Options [Member] | ||||||||||
Exercise price per share | $ 30 | |||||||||
Warrant And Option Valuation [Member] | Minimum [Member] | ||||||||||
Estimated forfeitures related to option grants at an annual rate | 0.00% | 0.00% | 0.00% | |||||||
Warrant And Option Valuation [Member] | Maximum [Member] | ||||||||||
Estimated forfeitures related to option grants at an annual rate | 5.00% | 5.00% | 5.00% |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Share based Payment Award Stock Option Granted Assumptions (Details) (10K) - Options [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rate | 1.16% | 1.33% |
Expected term (years) | 5 years 6 months | 5 years |
Expected volatility | 124.00% | 120.00% |
Maximum [Member] | ||
Risk free interest rate | 1.53% | 2.24% |
Expected term (years) | 10 years | 10 years |
Expected volatility | 126.00% | 123.00% |
Stockholders' Deficiency - Sc56
Stockholders' Deficiency - Schedule of Share based Payment Award Warrants Valuation Assumptions (Details) - Warrant [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expected term (years) | 5 years | 5 years | 5 years | 5 years | ||
Expected volatility | 120.00% | 126.00% | ||||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||||
Risk free interest rate | 1.98% | 1.01% | 1.98% | 0.44% | 0.44% | 1.29% |
Expected term (years) | 8 months 2 days | 8 months 1 day | ||||
Expected volatility | 120.00% | 124.00% | 124.00% | 120.00% | ||
Maximum [Member] | ||||||
Risk free interest rate | 2.22% | 1.41% | 2.33% | 1.47% | 2.07% | 1.75% |
Expected term (years) | 5 years | 5 years | ||||
Expected volatility | 132.00% | 126.00% | 152.00% | 122.00% |
Stockholders' Deficiency - Summ
Stockholders' Deficiency - Summary of Warrant Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | |||
Number of Warrants Exercisable, Balance | 1,721,212 | 1,137,620 | ||
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 7.53 | $ 10.11 | ||
Weighted Average Exercise Price Outstanding, Issued | 3.35 | 3.72 | ||
Weighted Average Exercise Price Outstanding, Forfeited | 4.70 | 16.41 | ||
Weighted Average Exercise Price Outstanding, Ending Balance | 4.34 | 7.53 | ||
Weighted Average Exercise Price Exercisable, Balance | $ 4.74 | $ 9.78 | ||
Weighted Average Remaining Life In Years Outstanding | 8 years 4 months 24 days | 8 years 2 months 12 days | ||
Weighted Average Remaining Life In Years Exercisable | 7 years 9 months 18 days | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding | $ 3,000 | |||
Aggregate Intrinsic Value, Exercisable | ||||
Warrant [Member] | ||||
Number of Warrants Outstanding, Beginning Balance | 2,953,651 | 1,066,930 | ||
Number of Warrants Outstanding, Issued | 704,305 | 1,991,927 | ||
Number of Warrants Outstanding, Exercised | (50,000) | (60,831) | ||
Number of Warrants Outstanding, Forfeited | (15,125) | (44,375) | ||
Number of Warrants Outstanding, Ending Balance | 3,592,831 | 2,953,651 | ||
Number of Warrants Exercisable, Balance | 3,592,831 | 2,918,651 | ||
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 5.40 | [1] | $ 7.56 | [2] |
Weighted Average Exercise Price Outstanding, Issued | 4.03 | 4.64 | ||
Weighted Average Exercise Price Outstanding, Exercised | 3.50 | 3.50 | [3] | |
Weighted Average Exercise Price Outstanding, Forfeited | 30.33 | 4 | ||
Weighted Average Exercise Price Outstanding, Ending Balance | 4.93 | 5.40 | [1] | |
Weighted Average Exercise Price Exercisable, Balance | $ 4.93 | $ 5.40 | ||
Weighted Average Remaining Life In Years Outstanding | 3 years 2 months 12 days | 3 years 3 months 18 days | ||
Weighted Average Remaining Life In Years Exercisable | 3 years 2 months 12 days | 3 years 4 months 24 days | ||
Aggregate Intrinsic Value, Outstanding | ||||
Aggregate Intrinsic Value, Exercisable | ||||
[1] | Excludes the impact of a warrant to purchase 35,000 shares of common stock that had an exercise price which was the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability was subject to satisfaction of certain performance criteria which had not occurred as of December 31, 2016. As discussed above under Warrant Modification and Exercise, on February 10, 2017, the performance criteria were eliminated and the exercise price was reduced to $3.50 per share in consideration of the full exercise of the warrant by the holder. | |||
[2] | Excludes the impact of a warrant to purchase 35,000 shares of common stock that has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. | |||
[3] | During the year ended December 31, 2016, warrants to purchase an aggregate of 60,831 shares of common stock were exercised at a reduced exercise price of $3.50 per share (reduced from exercise prices ranging from $4.00 to $15.00 per share) for aggregate gross proceeds of $212,898. The Company recognized a warrant modification charge of $23,448 during the year ended December 31, 2016, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates. See Note 10 - Stockholders' Deficiency - Warrant Exercises for additional details. |
Stockholders' Deficiency - Su58
Stockholders' Deficiency - Summary of Warrant Activity (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 10, 2017 | |
Exercise price per share | $ 4 | $ 4 | |||
Proceeds from warrant exercise | $ 175,000 | $ 212,898 | $ 212,898 | $ 264,144 | |
Warrant modification charge | $ 4,500 | $ 96,634 | $ 229,288 | ||
Warrant Exercises [Member] | |||||
Warrants to purchase shares of common stock | 60,831 | ||||
Exercise price per share | $ 3.50 | $ 3.50 | $ 3.50 | ||
Proceeds from warrant exercise | $ 212,898 | ||||
Warrant modification charge | $ 23,448 | $ 20,295 | |||
Warrant Exercises [Member] | Minimum [Member] | |||||
Exercise price per share | $ 4 | $ 4 | |||
Warrant Exercises [Member] | Maximum [Member] | |||||
Exercise price per share | $ 15 | $ 15 | |||
Warrant [Member] | |||||
Warrants to purchase shares of common stock | 35,000 | 35,000 | |||
Exercise price per share | $ 30 | $ 30 |
Stockholders' Deficiency - Sc59
Stockholders' Deficiency - Schedule of Stock Warrant (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 3,592,831 | 2,953,651 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 2 months 12 days | 3 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 3,592,831 | 2,918,651 | |
Exercise Price One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 2,243,550 | 1,554,245 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 4 months 24 days | 3 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 2,243,550 | 1,554,245 | |
Exercise Price Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 1,184,243 | 1,169,243 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years | 3 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 1,184,243 | 1,169,243 | |
Exercise Price Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 40,000 | 40,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 1 month 6 days | 3 years 7 months 6 days | |
Warrants Exercisable, Exercisable Number of Warrants | 40,000 | 40,000 | |
Exercise Price Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 2,500 | 2,500 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 4 months 24 days | 2 years 10 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 2,500 | 2,500 | |
Exercise Price Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 55,446 | 55,446 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 9 months 18 days | 3 years 3 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 55,446 | 55,446 | |
Exercise Price Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 38,559 | 38,559 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 2 months 12 days | 2 years 10 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 38,559 | 38,559 | |
Exercise Price Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | 28,533 | 58,658 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 8 months 12 days | 8 months 12 days | |
Warrants Exercisable, Exercisable Number of Warrants | 28,533 | 58,658 | |
Exercise Price Eight [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Number of Warrants | [1] | 35,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | [1] | 0 years | |
Warrants Exercisable, Exercisable Number of Warrants | [1] | ||
Minimum [Member] | Exercise Price One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 4 | $ 4 | |
Minimum [Member] | Exercise Price Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 5 | 5 | |
Minimum [Member] | Exercise Price Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 6 | 6 | |
Minimum [Member] | Exercise Price Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 8 | 8 | |
Minimum [Member] | Exercise Price Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 10 | 10 | |
Minimum [Member] | Exercise Price Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 15 | 15 | |
Minimum [Member] | Exercise Price Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 20 | 20 | |
Maximum [Member] | Exercise Price One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 4.99 | 4.99 | |
Maximum [Member] | Exercise Price Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 5.99 | 5.99 | |
Maximum [Member] | Exercise Price Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 7.99 | 7.99 | |
Maximum [Member] | Exercise Price Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 9.99 | 9.99 | |
Maximum [Member] | Exercise Price Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 14.99 | 14.99 | |
Maximum [Member] | Exercise Price Six [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | 19.99 | 19.99 | |
Maximum [Member] | Exercise Price Seven [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 80 | $ 80 | |
[1] | A warrant to purchase 35,000 shares of common stock has an exercise price which is the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2016. |
Stockholders' Deficiency - Sc60
Stockholders' Deficiency - Schedule of Stock Warrant (Details) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Exercise price per share | $ 4 | $ 4 | |
Warrant [Member] | |||
Warrants to purchase shares of common stock | 35,000 | 35,000 | |
Exercise price per share | $ 30 | $ 30 |
Stockholders' Deficiency - Info
Stockholders' Deficiency - Information Related to Stock Option Expense (Details) (10K) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options [Member] | ||
Unrecognized expense | $ 2,872,199 | |
Option [Member] | ||
Stock-based compensation expense | $ 2,373,794 | $ 1,677,588 |
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | |
Consulting Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 880,288 | 595,446 |
Unrecognized expense | $ 902,142 | |
Weighted Average Remaining Amortization Period | 1 year 4 months 24 days | |
Research and Development Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 492,061 | 376,596 |
Unrecognized expense | $ 902,056 | |
Weighted Average Remaining Amortization Period | 2 years | |
General and Administrative Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 1,001,445 | $ 705,546 |
Unrecognized expense | $ 1,068,001 | |
Weighted Average Remaining Amortization Period | 1 year 6 months |
Stockholders' Deficiency - Su62
Stockholders' Deficiency - Summary of Stock Option (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of Options, Outstanding, beginning | 2,168,950 | 1,330,450 |
Number of Options, Granted | 850,000 | 857,000 |
Number of Options, Forfeited | (250) | (18,500) |
Number of Options, Outstanding at ending | 3,018,700 | 2,168,950 |
Number of Options, Exercisable | 1,721,212 | 1,137,620 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 7.53 | $ 10.11 |
Weighted Average Exercise Price, Granted | 3.35 | 3.72 |
Weighted Average Exercise Price, Forfeited | 4.70 | 16.41 |
Weighted Average Exercise Price Outstanding, Ending Balance | 4.34 | 7.53 |
Weighted Average Exercise Price Exercisable, Balance | $ 4.74 | $ 9.78 |
Weighted Average Remaining Life In Years Outstanding | 8 years 4 months 24 days | 8 years 2 months 12 days |
Weighted Average Remaining Life In Years Exercisable | 7 years 9 months 18 days | 7 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding | $ 3,000 | |
Aggregate Intrinsic Value, Exercisable |
Stockholders' Deficiency - Sc63
Stockholders' Deficiency - Schedule of Stock Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 3,018,700 | 2,168,950 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 9 months 18 days | 7 years 7 months 6 days |
Options Exercisable, Exercisable Number of Options | 1,721,212 | 1,137,620 |
Exercise Price One [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 1,707,000 | 857,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 3 months 19 days | 9 years 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 756,342 | 192,336 |
Exercise Price One [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 3.10 | $ 3.10 |
Exercise Price One [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 3.99 | $ 3.99 |
Exercise Price Two [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 1,234,200 | 15,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 9 months 18 days | 8 years 10 months 24 days |
Options Exercisable, Exercisable Number of Options | 887,370 | 5,000 |
Exercise Price Two [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 4 | $ 4 |
Exercise Price Two [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 4.99 | $ 4.99 |
Exercise Price Three [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 5,000 | 35,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years | 7 years 6 months |
Options Exercisable, Exercisable Number of Options | 5,000 | 35,000 |
Exercise Price Three [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 5 | $ 5 |
Exercise Price Three [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 5.99 | $ 5.99 |
Exercise Price Four [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 37,500 | 318,750 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 6 months | 7 years 3 months 18 days |
Options Exercisable, Exercisable Number of Options | 37,500 | 213,749 |
Exercise Price Four [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 6 | $ 6 |
Exercise Price Four [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 19.99 | $ 6.99 |
Exercise Price Five [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 35,000 | 507,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 8 months 12 days | 8 years 7 months 6 days |
Options Exercisable, Exercisable Number of Options | 35,000 | 305,501 |
Exercise Price Five [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 20 | $ 7 |
Exercise Price Five [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 30 | $ 7.99 |
Exercise Price Six [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 32,250 | |
Options Exercisable, Weighted Average Remaining Life In Years | 8 years 6 months | |
Options Exercisable, Exercisable Number of Options | 10,750 | |
Exercise Price Six [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 8 | |
Exercise Price Six [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 8.99 | |
Exercise Price Seven [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 30,000 | |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 2 months 12 days | |
Options Exercisable, Exercisable Number of Options | 13,334 | |
Exercise Price Seven [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 9 | |
Exercise Price Seven [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 9.99 | |
Exercise Price Eight [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 198,000 | |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 6 months | |
Options Exercisable, Exercisable Number of Options | 193,000 | |
Exercise Price Eight [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 10 | |
Exercise Price Eight [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 19.99 | |
Exercise Price Nine [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Outstanding Number of Options | 175,950 | |
Options Exercisable, Weighted Average Remaining Life In Years | 5 years 1 month 6 days | |
Options Exercisable, Exercisable Number of Options | 168,950 | |
Exercise Price Nine [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 20 | |
Exercise Price Nine [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 30 |
Stockholders' Deficiency - In64
Stockholders' Deficiency - Information Related to Common Stock Award Expense (Details) - Common Stock Award [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation expense | $ 1,297,278 | $ 957,250 | $ 2,211,908 | $ 1,318,244 | $ 100,083 | $ 177,647 |
Unrecognized expense | 3,448,600 | $ 3,448,600 | ||||
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | |||||
Consulting Expense [Member] | ||||||
Stock-based compensation expense | 714,545 | 439,644 | $ 983,159 | 543,742 | 100,083 | 168,800 |
Unrecognized expense | 1,645,293 | $ 1,645,293 | ||||
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | |||||
Research and Development Expense [Member] | ||||||
Stock-based compensation expense | 106,507 | 75,156 | $ 364,923 | 182,339 | $ 8,847 | |
Unrecognized expense | 609,198 | $ 609,198 | ||||
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | |||||
General and Administrative Expense [Member] | ||||||
Stock-based compensation expense | 476,226 | $ 442,450 | $ 863,826 | $ 592,163 | ||
Unrecognized expense | $ 1,194,109 | $ 1,194,109 | ||||
Weighted Average Remaining Amortization Period | 1 year 6 months |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10K) - USD ($) | Oct. 02, 2017 | Mar. 09, 2017 | Mar. 01, 2017 | Feb. 14, 2017 | Jan. 03, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 23, 2017 |
Warrant exercise price | $ 4 | $ 4 | $ 4 | |||||||||
Number of common stock issued | 331,335 | 14,063 | ||||||||||
Gross proceeds from warrant | $ 994,000 | |||||||||||
Exercise price of outstanding option to purchase | 3,018,700 | 3,018,700 | 2,168,950 | |||||||||
Proceeds from related party notes | $ 34,015 | $ 89,045 | $ 292,090 | $ 564,105 | ||||||||
Repayments of related party debt | 49,015 | 160,575 | 364,120 | 387,075 | ||||||||
Aggregate principal amount | $ 456,250 | 456,250 | 390,000 | |||||||||
Proceeds from note payable | 875,000 | 980,000 | 1,894,000 | 1,210,015 | ||||||||
Amortization of debt discount | $ 84,167 | $ 65,448 | 216,909 | 402,469 | 542,336 | 339,443 | ||||||
Repayment of note payable | $ 74,003 | $ 118,500 | 476,500 | 5,000 | ||||||||
Notes Payable [Member] | ||||||||||||
Proceeds from related party notes | 65,000 | |||||||||||
Aggregate principal amount | 432,000 | 538,018 | ||||||||||
Amortization of debt discount | $ 58,000 | $ 88,003 | ||||||||||
Stock Options [Member] | ||||||||||||
Warrant exercise price | $ 5.70 | $ 3.35 | ||||||||||
Stock Options [Member] | Maximum [Member] | ||||||||||||
Warrant exercise price | 30 | |||||||||||
Stock Options [Member] | Minimum [Member] | ||||||||||||
Warrant exercise price | $ 4.70 | |||||||||||
Consultant [Member] | ||||||||||||
Number of common stock shares exchanged | 54,901 | 31,473 | ||||||||||
Lender [Member] | ||||||||||||
Warrant exercise price | $ 4 | $ 4 | ||||||||||
Repayments of related party debt | $ 50,000 | |||||||||||
Aggregate principal amount | $ 97,500 | 97,500 | ||||||||||
Accrued interest | $ 288 | $ 288 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Accrued interest | $ 2,277 | |||||||||||
Convertible notes payable | $ 45,000 | |||||||||||
Number of common stock shares convertible | 17,854 | |||||||||||
Conversion price per share | $ 0.75 | $ 0.75 | ||||||||||
Maturity date description | August 23, 2017 to October 31, 2017 | maturity dates ranging between January 2017 to February 2017 to new maturity dates ranging from March 2017 to April 2017. | ||||||||||
Repayment of note payable | $ 74,000 | |||||||||||
Subsequent Event [Member] | Extend Notes Payable [Member] | ||||||||||||
Aggregate principal amount | $ 322,000 | |||||||||||
Subsequent Event [Member] | Notes Payable [Member] | ||||||||||||
Warrant to purchase common stock issued in period | 3,000 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Aggregate principal amount | $ 637,250 | $ 637,250 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Conversion price per share | 2.77 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Conversion price per share | $ 2.51 | |||||||||||
Subsequent Event [Member] | Stock Warrants [Member] | ||||||||||||
Warrant to purchase common stock issued in period | 50,000 | |||||||||||
Gross proceeds from warrant | $ 175,000 | |||||||||||
Warrant tranches to purchase of shares | 35,000 | |||||||||||
Subsequent Event [Member] | Stock Warrants [Member] | Maximum [Member] | ||||||||||||
Warrant exercise price | $ 30 | |||||||||||
Subsequent Event [Member] | Stock Warrants [Member] | Minimum [Member] | ||||||||||||
Warrant exercise price | $ 3.50 | |||||||||||
Subsequent Event [Member] | Stock Options [Member] | ||||||||||||
Exercise price of outstanding option to purchase | 1,219,450 | |||||||||||
Exercise price range, lower range limit | $ 5.70 | |||||||||||
Exercise price range, upper range limit | 30 | |||||||||||
Closing price per share | $ 4.70 | |||||||||||
Subsequent Event [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||
Number of common stock issued | 256,668 | |||||||||||
Subsequent Event [Member] | Investors [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||
Warrant vested term | 5 years | |||||||||||
Warrant to purchase common stock issued in period | 266,668 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Gross proceeds from warrant | $ 770,000 | |||||||||||
Subsequent Event [Member] | Officer [Member] | ||||||||||||
Proceeds from related party notes | 30,015 | |||||||||||
Subsequent Event [Member] | Director and Officer [Member] | ||||||||||||
Repayments of related party debt | $ 45,015 | |||||||||||
Subsequent Event [Member] | Lender [Member] | ||||||||||||
Warrant vested term | 5 years | 5 years | ||||||||||
Warrant to purchase common stock issued in period | 20,000 | 95,802 | ||||||||||
Warrant exercise price | $ 4 | $ 4 | ||||||||||
Number of common stock issued | 95,802 | |||||||||||
Aggregate principal amount | $ 242,000 | $ 280,000 | ||||||||||
Proceeds from note payable | 200,000 | |||||||||||
Amortization of debt discount | $ 42,000 | |||||||||||
Accrued interest | $ 7,402 | |||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | ||||||||||||
Aggregate principal amount | $ 1,149,313 | $ 1,149,313 | ||||||||||
Conversion price per share | $ 1 | $ 1 | ||||||||||
Maturity date description | Maturity dates ranging from May 12, 2017 through October 1, 2017 to maturity dates ranging from October 1, 2017 through October 1, 2018 | |||||||||||
Subsequent Event [Member] | Lender One [Member] | ||||||||||||
Warrant to purchase common stock issued in period | 18,000 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Warrant term description | From expiration dates ranging from April 27, 2021 to January 31, 2022 to a new expiration date of February 8, 2022. | |||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | ||||||||||||
Warrant vested term | 5 years | |||||||||||
Warrant to purchase common stock issued in period | 25,000 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Accrued liabilities | $ 30,000 | |||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | ||||||||||||
Warrant vested term | 5 years | |||||||||||
Warrant to purchase common stock issued in period | 58,334 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | February 2017 and March 2017 [Member] | ||||||||||||
Performance-based cash bonuses | $ 402,500 | |||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Consultant [Member] | ||||||||||||
Warrant vested term | 5 years | |||||||||||
Warrant to purchase common stock issued in period | 10,000 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Number of common stock shares exchanged | 10,000 | |||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Scientific Advisory Board [Member] | ||||||||||||
Accrued liabilities | $ 175,000 | |||||||||||
Number of common stock shares exchanged | 58,334 | |||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Four Non-Employee Directors [Member] | ||||||||||||
Warrant vested term | 5 years | |||||||||||
Warrant to purchase common stock issued in period | 88,334 | |||||||||||
Warrant exercise price | $ 4 | |||||||||||
Accrued liabilities | $ 265,000 | |||||||||||
Number of common stock shares exchanged | 88,334 |
Subsequent Events (Details Na66
Subsequent Events (Details Narrative) (10Q) - USD ($) | Oct. 02, 2017 | Jan. 03, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 23, 2017 | Apr. 05, 2017 | Feb. 14, 2017 | Dec. 31, 2014 | |||
Notes payable | $ 2,553,451 | $ 2,156,601 | $ 1,311,798 | $ 5,738,239 | |||||||||
Original issue discount | 99,768 | 152,720 | 150,286 | ||||||||||
Debt instruments conversion amount | $ 233,750 | 325,000 | $ 223,333 | ||||||||||
Number of common stock shares issued | 331,335 | 14,063 | |||||||||||
Common stock value issued | $ 994,000 | 3,498,338 | $ 2,033,700 | ||||||||||
Aggregate principal amount | 456,250 | 390,000 | |||||||||||
Proceeds from note payable | $ 875,000 | $ 980,000 | 1,894,000 | $ 1,210,015 | |||||||||
Debt instruments conversion into shares | 6,250 | ||||||||||||
Warrant exercise price | $ 4 | $ 4 | |||||||||||
Repayment of note payable | $ 74,003 | $ 118,500 | 476,500 | $ 5,000 | |||||||||
Gross proceeds from warrant | $ 994,000 | ||||||||||||
Exchange Agreement[Member] | |||||||||||||
Debt instruments conversion into shares | 10,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Warrants [Member] | |||||||||||||
Warrant exercise price | $ 4.50 | ||||||||||||
Stock Options [Member] | |||||||||||||
Warrant exercise price | $ 3.35 | $ 5.70 | |||||||||||
Minimum [Member] | Stock Options [Member] | |||||||||||||
Warrant exercise price | 4.70 | ||||||||||||
Maximum [Member] | |||||||||||||
Debt instruments conversion amount | $ 343,750 | 296,250 | |||||||||||
Maximum [Member] | Stock Options [Member] | |||||||||||||
Warrant exercise price | $ 30 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Notes payable | 456,250 | [1] | 390,000 | [2] | 420,000 | [3] | $ 175,000 | ||||||
Debt instruments conversion amount | 233,750 | 325,000 | 223,333 | ||||||||||
Repayment of note payable | |||||||||||||
Notes Payable [Member] | |||||||||||||
Aggregate principal amount | 432,000 | $ 538,018 | |||||||||||
Lenders [Member] | |||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Lender [Member] | |||||||||||||
Aggregate principal amount | $ 97,500 | ||||||||||||
Debt instruments conversion into shares | 32,597 | ||||||||||||
Accrued interest | $ 288 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Lender [Member] | Notes Payable [Member] | Minimum [Member] | |||||||||||||
Warrant exercise price | 4 | ||||||||||||
Lender [Member] | Notes Payable [Member] | Maximum [Member] | |||||||||||||
Warrant exercise price | $ 5 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Notes payable | $ 25,000 | ||||||||||||
Original issue discount | $ 37,000 | ||||||||||||
Convertible notes payable | $ 45,000 | ||||||||||||
Percentage of conversion price equal to fair market value | 50.00% | ||||||||||||
Conversion price per share | $ 0.75 | ||||||||||||
Debt maturity date description | August 23, 2017 to October 31, 2017 | maturity dates ranging between January 2017 to February 2017 to new maturity dates ranging from March 2017 to April 2017. | |||||||||||
Accrued interest | $ 2,277 | ||||||||||||
Repayment of note payable | $ 74,000 | ||||||||||||
Subsequent Event [Member] | Exchange Agreement[Member] | |||||||||||||
Warrants vested term | 5 years | ||||||||||||
Warrant to purchase common stock issued in period | 2,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Number of common shares exchanged for accounts payable | 8,334 | ||||||||||||
Number of common shares exchanged for accounts payable, value | $ 17,697 | ||||||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||||||
Debt instruments conversion amount | $ 215,000 | ||||||||||||
Subsequent Event [Member] | Stock-based Compensation [Member] | |||||||||||||
Warrants vested term | 5 years | ||||||||||||
Warrant to purchase common stock issued in period | 25,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Number of common stock shares issued for services | 10,000 | ||||||||||||
Subsequent Event [Member] | Stock Options [Member] | Employees and Advisor [Member] | |||||||||||||
Warrants vested term | 10 years | ||||||||||||
Warrant to purchase common stock issued in period | 267,000 | ||||||||||||
Subsequent Event [Member] | Stock Options [Member] | Employees and Advisor [Member] | One Year Anniversary [Member] | |||||||||||||
Warrant to purchase common stock issued in period | 89,004 | ||||||||||||
Subsequent Event [Member] | Stock Options [Member] | Employees and Advisor [Member] | Two Year Anniversary [Member] | |||||||||||||
Warrant to purchase common stock issued in period | 89,002 | ||||||||||||
Subsequent Event [Member] | Stock Options [Member] | Employees and Advisor [Member] | Three Year Anniversary [Member] | |||||||||||||
Warrant to purchase common stock issued in period | 88,994 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Conversion price per share | $ 2.51 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | Stock Options [Member] | Employees and Advisor [Member] | |||||||||||||
Warrant exercise price | $ 2.80 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Conversion price per share | $ 2.77 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | Stock Options [Member] | Employees and Advisor [Member] | |||||||||||||
Warrant exercise price | $ 3.35 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | |||||||||||||
Original issue discount | $ 22,000 | ||||||||||||
Convertible notes payable | 25,000 | ||||||||||||
Aggregate principal amount | 497,000 | ||||||||||||
Proceeds from note payable | $ 460,000 | ||||||||||||
Debt maturity date description | The notes mature between dates ranging from September 2017 to July 2018. | ||||||||||||
Debt instruments conversion into shares | 7,500 | ||||||||||||
Repayment of note payable | $ 40,000 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Warrants [Member] | |||||||||||||
Warrants vested term | 5 years | ||||||||||||
Warrant to purchase common stock issued in period | 15,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Minimum [Member] | |||||||||||||
Debt instruments interest rate | 0.00% | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Maximum [Member] | |||||||||||||
Debt instruments interest rate | 10.00% | ||||||||||||
Subsequent Event [Member] | Note [Member] | |||||||||||||
Notes payable | $ 83,333 | ||||||||||||
Debt instruments interest rate | 10.00% | ||||||||||||
Proceeds form issuance of notes | $ 75,000 | ||||||||||||
Original issue discount | 8,333 | ||||||||||||
Debt instruments conversion amount | 58,333 | ||||||||||||
Subsequent Event [Member] | Six Months from Issuance of First Maturity Date [Member] | Convertible Notes Payable [Member] | |||||||||||||
Notes payable | $ 11,667 | ||||||||||||
Debt instruments interest rate | |||||||||||||
Subsequent Event [Member] | Two Weeks Following First Maturity Date [Member] | Convertible Notes Payable [Member] | |||||||||||||
Notes payable | $ 11,667 | ||||||||||||
Subsequent Event [Member] | Four Weeks Following First Maturity Date [Member] | Convertible Notes Payable [Member] | |||||||||||||
Notes payable | 11,667 | ||||||||||||
Subsequent Event [Member] | Six Weeks Following First Maturity Date [Member] | Convertible Notes Payable [Member] | |||||||||||||
Notes payable | 11,667 | ||||||||||||
Subsequent Event [Member] | Eight Weeks Following First Maturity Date [Member] | Convertible Notes Payable [Member] | |||||||||||||
Notes payable | 11,667 | ||||||||||||
Subsequent Event [Member] | Convertible Note One [Member] | |||||||||||||
Aggregate principal amount | $ 120,963 | ||||||||||||
Debt instruments conversion into shares | 68,239 | ||||||||||||
Accrued interest | $ 7,006 | ||||||||||||
Subsequent Event [Member] | Convertible Note One [Member] | Minimum [Member] | |||||||||||||
Conversion price per share | $ 1.75 | ||||||||||||
Subsequent Event [Member] | Convertible Note One [Member] | Maximum [Member] | |||||||||||||
Conversion price per share | $ 2.25 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | |||||||||||||
Aggregate principal amount | $ 637,250 | ||||||||||||
Warrant to purchase common stock issued in period | 3,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | July 1, 2017 to December 1, 2017 [Member] | |||||||||||||
Aggregate principal amount | 500,000 | ||||||||||||
Loan, value | $ 175,000 | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Minimum [Member] | July 1, 2017 to December 1, 2017 [Member] | |||||||||||||
Debt instruments interest rate | 10.00% | ||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | Maximum [Member] | July 1, 2017 to December 1, 2017 [Member] | |||||||||||||
Debt instruments interest rate | 15.00% | ||||||||||||
Subsequent Event [Member] | Director and Principal [Member] | 1,75,000 Loan [Member] | |||||||||||||
Notes payable | $ 175,000 | ||||||||||||
Debt instruments interest rate | 15.00% | ||||||||||||
Debt instrument maturity date | Dec. 1, 2017 | ||||||||||||
Subsequent Event [Member] | Lenders [Member] | |||||||||||||
Percentage of conversion price equal to fair market value | 65.00% | ||||||||||||
Conversion price per share | $ 1 | ||||||||||||
Number of common stock shares issued | 2,500 | ||||||||||||
Common stock value issued | $ 5,000 | ||||||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||||||
Number of common stock shares issued | 95,802 | ||||||||||||
Aggregate principal amount | $ 242,000 | $ 280,000 | |||||||||||
Proceeds from note payable | $ 200,000 | ||||||||||||
Accrued interest | $ 7,402 | ||||||||||||
Warrant to purchase common stock issued in period | 20,000 | 95,802 | |||||||||||
Warrant exercise price | $ 4 | $ 4 | |||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | |||||||||||||
Percentage of conversion price equal to fair market value | 80.00% | ||||||||||||
Conversion price per share | $ 1 | ||||||||||||
Aggregate principal amount | $ 1,149,313 | ||||||||||||
Debt maturity date description | Maturity dates ranging from May 12, 2017 through October 1, 2017 to maturity dates ranging from October 1, 2017 through October 1, 2018 | ||||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | Minimum [Member] | |||||||||||||
Debt instruments interest rate | 0.00% | ||||||||||||
Percentage of conversion price equal to fair market value | 70.00% | ||||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | Minimum [Member] | August 2, 2017 to October 1, 2017 [Member] | |||||||||||||
Debt instruments interest rate | 8.00% | ||||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | Maximum [Member] | |||||||||||||
Debt instruments interest rate | 10.00% | ||||||||||||
Subsequent Event [Member] | Lender [Member] | Notes Payable [Member] | Maximum [Member] | August 2, 2017 to October 1, 2017 [Member] | |||||||||||||
Debt instruments interest rate | 15.00% | ||||||||||||
Subsequent Event [Member] | Director [Member] | Notes Payable [Member] | February 2017 to February 2018 [Member] | |||||||||||||
Aggregate principal amount | $ 50,000 | ||||||||||||
Warrants vested term | 5 years | ||||||||||||
Warrant to purchase common stock issued in period | 5,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Subsequent Event [Member] | Investor [Member] | Common Stock and Warrant Offerings [Member] | |||||||||||||
Number of common stock shares issued | 10,000 | ||||||||||||
Warrants vested term | 5 years | ||||||||||||
Warrant to purchase common stock issued in period | 10,000 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Gross proceeds from warrant | $ 30,000 | ||||||||||||
[1] | As of June 30, 2017 and December 31, 2016, a designated portion of convertible notes with an aggregate principal balance of $456,250 and $390,000, respectively, was convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $343,750 and $296,250 of principal into shares of common stock at June 30, 2017 and December 31, 2016, respectively, at the same conversion price. | ||||||||||||
[2] | As of September 30, 2016 and December 31, 2015, convertible notes with an aggregate principal balance of $155,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $80,000 and $197,500, respectively, of principal into shares of common stock. | ||||||||||||
[3] | As of December 31, 2016 and 2015, a designated portion of convertible notes with an aggregate principal balance of $390,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $296,250 and $197,500, respectively, of principal into shares of common stock. |