Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BioRestorative Therapies, Inc. | ||
Entity Central Index Key | 1,505,497 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 11,382,598 | ||
Entity Common Stock, Shares Outstanding | 6,483,253 | ||
Trading Symbol | BRTX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Assets: | |||
Cash | $ 451,680 | $ 31,822 | |
Accounts receivable | 38,000 | 6,000 | |
Prepaid expenses and other current assets | 30,030 | 35,578 | |
Total Current Assets | 519,710 | 73,400 | |
Property and equipment, net | 327,847 | 508,594 | |
Intangible assets, net | 888,950 | 963,845 | |
Security deposit | 22,100 | 34,176 | |
Total Assets | 1,758,607 | 1,580,015 | |
Current Liabilities: | |||
Accounts payable | 2,454,944 | 2,283,981 | |
Accrued expenses and other current liabilities | 1,885,551 | 1,574,659 | |
Accrued interest | 329,166 | 127,375 | |
Current portion of notes payable, net of debt discount of $336,229 and $152,720 at December 31, 2017 and December 31, 2016, respectively | 3,467,568 | 1,858,845 | |
Derivative liabilities | 216,073 | ||
Total Current Liabilities | 8,353,302 | 5,844,860 | |
Accrued expenses, non-current portion | 38,000 | 430,000 | |
Accrued interest, non-current portion | 9,591 | 7,681 | |
Notes payable, non-current portion, net of debt discount of $1,256 and $27,244 at December 31, 2017 and December 31, 2016, respectively | [1] | 194,282 | 297,756 |
Total Liabilities | 8,595,175 | 6,580,297 | |
Stockholders’ Deficiency: | |||
Preferred stock, $0.01 par value; Authorized, 5,000,000 shares; none issued and outstanding at December 31, 2017 and December 31, 2016 | |||
Common stock, $0.001 par value; Authorized, 30,000,000 shares; Issued and outstanding 6,112,473 and 4,699,035 shares at December 31, 2017 and December 31, 2016, respectively | 6,112 | 4,699 | |
Additional paid-in capital | 44,561,773 | 36,954,817 | |
Accumulated deficit | (51,404,453) | (41,959,798) | |
Total Stockholders’ Deficiency | (6,836,568) | (5,000,282) | |
Total Liabilities and Stockholders’ Deficiency | $ 1,758,607 | $ 1,580,015 | |
[1] | As of December 31, 2017 and 2016, the Company reclassified principal in the aggregate amount of $194,282 and $297,756, respectively (net of debt discount of $1,256 and $27,244, respectively), and accrued interest in the aggregate amount of $9,591 and $7,681, respectively, to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2017 and 2016, respectively. See Note 12 – Subsequent Events for additional details regarding notes payable. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Notes payable current, debt discount | $ 336,229 | $ 152,720 |
Notes payable non-current, debt discount | $ 1,256 | $ 27,244 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares Issued | 6,112,473 | 4,699,035 |
Common stock, shares Outstanding | 6,112,473 | 4,699,035 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 81,000 | $ 36,355 |
Cost of sales | 102 | |
Gross Profit | 81,000 | 36,253 |
Operating Expenses | ||
Marketing and promotion | 65,455 | 86,451 |
Consulting | 2,334,212 | 1,605,917 |
Research and development | 2,152,433 | 2,883,563 |
General and administrative | 3,903,184 | 3,245,397 |
Total Operating Expenses | 8,455,284 | 7,821,328 |
Loss From Operations | (8,374,284) | (7,785,075) |
Other (Expense) Income | ||
Interest expense | (468,107) | (221,608) |
Amortization of debt discount | (619,266) | (542,336) |
Loss on extinguishment of notes payable, net | (59,938) | (58,787) |
Change in fair value of derivative liabilities | 107,039 | |
Warrant modification expense | (30,099) | (28,486) |
Total Other Expense | (1,070,371) | (851,217) |
Net Loss | $ (9,444,655) | $ (8,636,292) |
Net Loss Per Share - Basic and Diluted | $ (1.74) | $ (2.10) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 5,422,389 | 4,105,820 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock [Member] | ||
Balance | $ 4,699 | $ 3,339 |
Balance, shares | 4,699,035 | 3,338,661 |
Shares and warrants issued for cash | $ 361 | $ 956 |
Shares and warrants issued for cash, shares | 361,335 | 956,833 |
Exercise of warrants for purchase of common stock | $ 461 | $ 61 |
Exercise of warrants for purchase of common stock, shares | 460,625 | 60,831 |
Conversion of notes payable and accrued interest into common stock | $ 243 | $ 137 |
Conversion of notes payable and accrued interest into common stock, shares | 243,441 | 137,006 |
Shares and warrants issued in satisfaction of accrued services | $ 165 | $ 13 |
Shares and warrants issued in satisfaction of accrued services, shares | 165,002 | 13,208 |
Shares and warrants issued as debt discount in connection with notes payable | $ 6 | |
Shares and warrants issued as debt discount in connection with notes payable, shares | 6,000 | |
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | $ 132 | $ 167 |
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest, shares | 132,082 | 167,027 |
Warrant modifications | ||
Beneficial conversion features related to convertible notes payable | ||
Stock-based compensation: - common stock | $ 10 | $ 55 |
Stock-based compensation: - common stock, shares | 10,000 | 54,901 |
Stock-based compensation: - options and warrants | ||
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 shares, shares | (35,432) | |
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | $ 41 | |
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable, shares | 40,953 | |
Reclassification of derivative liabilities to equity | ||
Net loss | ||
Balance | $ 6,112 | $ 4,699 |
Balance, shares | 6,112,473 | 4,699,035 |
Additional Paid-In Capital [Member] | ||
Balance | $ 36,954,817 | $ 29,443,704 |
Shares and warrants issued for cash | 1,083,639 | 3,497,382 |
Exercise of warrants for purchase of common stock | 995,789 | 212,837 |
Conversion of notes payable and accrued interest into common stock | 524,291 | 341,615 |
Shares and warrants issued in satisfaction of accrued services | 588,427 | 27,540 |
Shares and warrants issued as debt discount in connection with notes payable | 246,206 | |
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | 421,170 | 352,426 |
Warrant modifications | 114,821 | 96,634 |
Beneficial conversion features related to convertible notes payable | 11,991 | 231,708 |
Stock-based compensation: - common stock | 19,990 | 116,903 |
Stock-based compensation: - options and warrants | 3,580,804 | 2,436,702 |
Return of shares to treasury previously issued as compensation | ||
Retirement of treasury shares | (48,840) | |
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | 257,015 | |
Reclassification of derivative liabilities to equity | 9,019 | |
Net loss | ||
Balance | 44,561,773 | 36,954,817 |
Accumulated Deficit [Member] | ||
Balance | (41,959,798) | (33,323,506) |
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 as debt discount in connection with notes payable | ||
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | ||
Warrant modifications | ||
Beneficial conversion features related to convertible notes payable | ||
Stock-based compensation: - common stock | ||
Stock-based compensation: - options and warrants | ||
Return of shares to treasury previously issued as compensation | ||
Retirement of treasury shares | ||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | ||
Reclassification of derivative liabilities to equity | ||
Net loss | (9,444,655) | (8,636,292) |
Balance | (51,404,453) | (41,959,798) |
Treasury Stock [Member] | ||
Balance | $ (32,000) | |
Balance, shares | (27,932) | |
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 as debt discount in connection with notes payable | ||
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | ||
Warrant modifications | ||
Beneficial conversion features related to convertible notes payable | ||
Stock-based compensation: - common stock | ||
Stock-based compensation: - options and warrants | ||
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 shares, shares | 35,432 | |
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | ||
Reclassification of derivative liabilities to equity | ||
Net loss | ||
Balance | ||
Balance | (5,000,282) | (3,908,463) |
Shares and warrants issued for cash | 1,084,000 | 3,498,338 |
Exercise of warrants for purchase of common stock | 996,250 | 212,898 |
Conversion of notes payable and accrued interest into common stock | 524,534 | 341,752 |
Shares and warrants issued in satisfaction of accrued services | 588,592 | 27,553 |
Shares and warrants issued as debt discount in connection with notes payable | 246,212 | |
Shares and warrants issued in exchange for notes payable, convertible notes and accrued interest | 421,302 | 352,593 |
Warrant modifications | 114,821 | 96,634 |
Beneficial conversion features related to convertible notes payable | 11,991 | 231,708 |
Stock-based compensation: - common stock | 20,000 | 116,958 |
Stock-based compensation: - options and warrants | 3,580,804 | 2,436,702 |
Return of shares to treasury previously issued as compensation | (16,875) | |
Retirement of treasury shares | ||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable | 257,056 | |
Reclassification of derivative liabilities to equity | 9,019 | |
Net loss | (9,444,655) | (8,636,292) |
Balance | $ (6,836,568) | $ (5,000,282) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (9,444,655) | $ (8,636,292) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 619,266 | 542,336 |
Accretion of interest expense | 206,284 | 40,052 |
Depreciation and amortization | 259,259 | 258,425 |
Stock-based compensation | 3,600,804 | 2,536,785 |
Loss on extinguishment of note payables, net | 59,938 | 58,787 |
Loss (gain) on settlement of payables | 100,895 | (12,182) |
Change in fair value of derivative liabilities | (107,039) | |
Warrant modification expense | 30,099 | 28,486 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (32,000) | 87,375 |
Prepaid expenses and other current assets | 5,548 | 5,494 |
Security deposit | 12,076 | |
Accounts payable | 185,963 | (113,151) |
Accrued interest, expenses and other current liabilities | 649,741 | 201,210 |
Total Adjustments | 5,590,834 | 3,633,617 |
Net Cash Used In Operating Activities | (3,853,821) | (5,002,675) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (3,617) | (188,764) |
Net Cash Used In Investing Activities | (3,617) | (188,764) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 2,542,222 | 1,894,000 |
Repayments of notes payable | (330,176) | (476,500) |
Advances from an officer and a family member of an officer | 43,515 | 292,090 |
Repayments of advances from an officer, a director and a family member of an officer | (58,515) | (364,120) |
Proceeds from exercise of warrants | 996,250 | 212,898 |
Sales of common stock and warrants for cash | 1,084,000 | 3,498,338 |
Net Cash Provided By Financing Activities | 4,277,296 | 5,056,706 |
Net Increase (Decrease) In Cash | 419,858 | (134,733) |
Cash - Beginning | 31,822 | 166,555 |
Cash - Ending | 451,680 | 31,822 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | 17,538 | 30,406 |
Non-cash investing and financing activities: | ||
Warrant modifications | 114,821 | 96,634 |
Shares and warrants issued as debt discount in connection with notes payable | 257,056 | 246,212 |
Shares and warrants issued in exchange for notes payable and accrued interest | 421,302 | 352,593 |
Conversion of notes payable and accrued interest into common stock | 524,534 | 341,752 |
Shares issued in satisfaction of accrued consulting and director services | 588,592 | 27,553 |
Derivative liabilities recorded as debt discount | 332,131 | |
Reclassification of derivative liabilities to equity | 9,019 | |
Beneficial conversion features set up as debt discount | 11,991 | 231,708 |
Retirement of treasury shares | $ 48,875 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
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 in March 2017. BioRestorative Therapies, Inc. and its subsidiary 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 |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Plans | Note 2 – Going Concern and Management’s Plans As of December 31, 2017, the Company had a working capital deficiency and a stockholders’ deficiency of $7,833,592 and $6,836,568, respectively. During the years ended December 31, 2017 and 2016, the Company incurred net losses of $9,444,655 and $8,636,292, respectively. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date. 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, 2017, the Company has received aggregate equity financings (representing proceeds received from the exercise of common stock purchase warrants) and debt financings of $452,168 and $420,500, respectively, debt (inclusive of accrued interest) of $207,993 has been converted into or exchanged for common stock, $119,583 of debt has been repaid, and the due date for the repayment of $788,982 of debt has been extended to dates between March 2018 and August 2018. As a result, the Company expects to have the cash required to fund its operations through April 2018 while we continue to apply efforts to raise additional capital. 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 $598,500 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 12 – Subsequent Events for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 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, derivative liabilities 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 all of the Company’s revenue during the year ended December 31, 2017, and substantially all of the Company’s revenue during the year ended December 31, 2016. See “Revenue Recognition” below. Cash The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) 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. As of December 31, 2017, the Company had cash balances in excess of FDIC insured limits of $205,302. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2017 and 2016 the Company did not have any cash equivalents. Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a financing, are capitalized as non-current assets on the balance sheet. Upon consummation of a financing, the deferred offering costs would be offset against the offering proceeds. If the completion of a contemplated financing was no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements. 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 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. During the years ended December 31, 2017 and 2016, the Company recognized revenue related to sales of Stem Pearls skincare products of $0 and $355, respectively. 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, 2017 and 2016, the Company recognized $81,000 and $36,000, respectively, of revenue related to the Company’s sublicense agreement. 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, 2017 and 2016. 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, 2017 2016 Options 3,122,202 2,168,950 Warrants 3,435,134 2,953,651 Convertible notes 1,411,762 211,162 Total potentially dilutive shares 7,969,098 5,333,763 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. Advertising Advertising costs are charged to operations as incurred. For the years ended December 31, 2017 and 2016, the Company incurred advertising costs of $26,840 and $17,972, 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, 2017 and 2016, the Company incurred research and development expenses of $2,152,433 and $2,883,563, 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. See Note 11 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. 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. Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. 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 FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize 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. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its 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, 2019, 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, 2017, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of this standard did not have a material impact on the Company’s financial statement 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, 2018. 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. In May 2017, the FASB issued 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 the Company’s fiscal year ending December 31, 2017 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. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)”: (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4 – Property and Equipment, net Property and equipment include the following: December 31, 2017 2016 Office equipment $ 2,848 $ 2,848 Medical equipment 446,506 446,506 Furniture and fixtures 121,625 121,625 Computer software and equipment 78,190 74,572 Leasehold improvements 304,661 304,661 953,830 950,212 Less: accumulated depreciation (625,983 ) (441,618 ) Property and equipment, net $ 327,847 $ 508,594 During the years ended December 31, 2017 and 2016, depreciation expense amounted to $184,365 and $183,529, respectively. Depreciation expense is reflected in general and administrative expenses and research and development expenses in the consolidated statements of operations. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 5 – Intangible Assets, net The Company is a party to a license agreement with the SCTC (as amended) (the “SCTC Agreement”). Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from the 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. Pursuant to the license agreement with SCTC, unless certain performance milestones had been or are satisfied, the Company would have been required to pay to SCTC $150,000 by April 2017 and will be required to pay to the SCTC an additional $250,000 by April 2019 in order to maintain its exclusive rights with regard to the disc/spine technology. In February 2017, the Company received authorization from the Food and Drug Administration (the “FDA”) to proceed with a Phase 2 clinical trial. Based upon such authorization, the Company believes that it satisfied a performance milestone such that the Company was not required to pay to the SCTC a minimum amount of $150,000 by April 2017 to retain exclusive rights with regard to the disc/spine technology. In addition, the Company believes that it has until February 2022 to complete the Phase 2 clinical trial in order to satisfy the final performance milestone such that the Company would not be required to pay the additional $250,000 by April 2019 pursuant to the SCTC Agreement to maintain its exclusive rights. Intangible assets consist of the following: Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2016 $ 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 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2017 $ 3,676 $ 1,301,500 $ (416,226 ) $ 888,950 Weighted average remaining amortization period at December 31, 2017 (in years) 3.0 11.9 Amortization of intangible assets consists of the following: Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2016 $ 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 368 74,527 74,895 Balance as of December 31, 2017 $ 2,576 $ 413,650 $ 416,226 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, 2017, amortization expense is projected to be approximately $75,000 per annum through 2029. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following: December 31, 2017 2016 Credit card payable $ 1,010 $ 1,778 Accrued payroll 349,163 747,793 Accrued research and development expenses 636,175 581,175 Accrued general and administrative expenses 604,308 263,468 Accrued director compensation 282,500 357,500 Deferred rent 50,395 52,945 Total accrued expenses 1,923,551 2,004,659 Less: accrued expenses, current portion 1,885,551 1,574,659 Accrued expenses, non-current portion $ 38,000 $ 430,000 During the year ended December 31, 2017, the Company received non-interest bearing advances in the amount of $43,515 from an officer and a family member of an officer of the Company and repaid an aggregate of $58,515, of which $15,000 was in accounts payable at December 31, 2016, of non-interest bearing advances from a director, an officer and a family member of an officer of the Company. 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. 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 which is reflected within general and administrative expenses in the consolidated statements of operations. 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 which is reflected within general and administrative expenses in the consolidated statements of operations. Effective July 18, 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. The aggregate value of the shares and warrants was $19,888, and accordingly the Company recorded a loss on settlement of payables of $2,191 which is reflected within general and administrative expenses in the consolidated statements of operations. As of December 31, 2017, the Company reclassified accrued expenses in the aggregate amount of $38,000 to accrued expenses, non-current portion, on the consolidated balance sheets related to accrued consulting fees that were exchanged for shares of common stock and warrants subsequent to December 31, 2017. See Note 12 – Subsequent Events for additional details regarding the exchange of accrued consulting fees. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable A summary of the notes payable activity during the years ended December 31, 2017 and 2016 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, January 1, 2016 $ 150,000 $ 420,000 $ 900,083 $ (158,285 ) $ 1,311,798 Issuances 697,500 530,000 724,500 - 1,952,000 Exchanges for equity - (235,000 ) (49,018 ) - (284,018 ) Conversions to equity - (325,000 ) - - (325,000 ) Repayments (150,000 ) - (326,500 ) - (476,500 ) Recognition of debt discount - - - (604,067 ) (604,067 ) Accretion of interest expense - - - 40,052 40,052 Amortization of debt discount - - - 542,336 542,336 Outstanding, December 31, 2016 $ 697,500 $ 390,000 [1] $ 1,249,065 $ (179,964 ) $ 2,156,601 Issuances 175,000 1,612,333 1,033,900 - 2,821,233 Indebtedness satisfied via settlement - 637,250 [2] (637,250 ) - - Exchanges for equity (97,500 ) (50,000 ) (203,750 ) - (351,250 ) Conversions to equity - (495,197 ) - - (495,197 ) Repayments (60,000 ) (69,176 ) (201,000 ) - (330,176 ) Recognition of debt discount - - - (964,911 ) (964,911 ) Accretion of interest expense - 4,660 13,500 188,124 206,284 Amortization of debt discount - - - 619,266 619,266 Outstanding, December 31, 2017 $ 715,000 $ 2,029,870 [1] $ 1,254,465 $ (337,485 ) $ 3,661,850 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 [3] $ 267,500 $ 45,000 $ 12,500 $ (27,244 ) $ 297,756 Outstanding, December 31, 2017 $ 715,000 $ 2,029,870 $ 1,254,465 $ (337,485 ) $ 3,661,850 Less: current portion, December 31, 2017 (715,000 ) (1,834,332 ) (1,254,465 ) 336,229 (3,467,568 ) Non-current portion, December 31, 2017 [3] $ - $ 195,538 $ - $ (1,256 ) $ 194,282 [1] As of December 31, 2017, a designated portion of convertible notes with an aggregate principal balance of $1,777,788 was convertible into shares of common stock at the election of the holder any time immediately until the balance has been paid in full. As of December 31, 2017 and 2016, a designated portion of convertible notes with an aggregate principal balance of $252,082 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 $196,666 and $296,250 of principal into shares of common stock at December 31, 2017 and 2016, respectively, at the same conversion price. [2] In connection with certain note extensions during the year ended December 31, 2017, the Company and a certain lender agreed to add embedded conversion options, permitting principal and the respective accrued interest to be convertible into shares of the Company’s common stock at the election of the lender any time until the balance has been paid in full. See Note 7 – Notes Payable – Convertible Notes and Note 11 – Derivative Liabilities for additional details regarding the embedded conversion options. [3] As of December 31, 2017 and 2016, the Company reclassified principal in the aggregate amount of $194,282 and $297,756, respectively (net of debt discount of $1,256 and $27,244, respectively), and accrued interest in the aggregate amount of $9,591 and $7,681, 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, 2017 and 2016, respectively. See Note 12 – Subsequent Events for additional details regarding notes payable. Related Party Notes As of December 31, 2017 and 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 (the “Director/Principal Shareholder”) serves as a trustee of Trust, which was established for the benefit of his immediate family. During the year ended December 31, 2016, the Company borrowed $500,000 from the Trust. The promissory note evidencing the loan provided for the payment of the principal amount, together with interest at the rate of 10% per annum, on July 1, 2017. In July 2017, the interest rate payable on the note was increased to 15% per annum and the maturity date was extended to December 2017. In November 2017, the maturity date of the note was further extended to December 1, 2018 as described below. 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) (a “Financing Acceleration”). 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, the Company (i) issued one of the directors a five-year, immediately vested warrant to purchase 8,000 shares of common stock at an exercise price of $4.00 per share and (ii) extended outstanding warrants held by a director to purchase an aggregate of 844,444 shares of common stock with exercise prices ranging from $4.50 to $5.00 per share from expiration dates ranging from November 2017 to March 2018 to a new expiration date of December 31, 2018. The $11,959 relative fair value of the issued warrant and the $55,028 relative fair value of the warrant modifications have been recorded as debt discount and are being amortized over the term of their respective notes. During the year ended December 31, 2017, the Company issued to the Director/Principal Shareholder a note in the principal amount of $175,000, which bears interest at a rate of 15% per annum payable and provided for a maturity date of December 1, 2017. In November 2017, the maturity date of the note was extended to December 1, 2018 as described below (subject to a Financing Acceleration). The note is secured by the grant of a security interest in the Company’s equipment and intellectual property. In connection with the borrowing, the Company agreed that the payment of the Tuxis note is also secured by such security interest. During the year ended December 31, 2017, the Company, the Trust and the Director/Principal Shareholder agreed to extend the maturity dates of the above notes payable with an aggregate principal balance of $675,000, that were near maturity, to December 1, 2018 (subject to a Financing Acceleration). In consideration of the note extensions, the Company reduced the exercise prices for an aggregate of 1,219,444 previously issued five-year warrants to purchase the Company’s common stock at prices ranging from $4.50 to $5.00 per share to a reduced exercise price of $4.00 per share. The incremental modification expense of $84,722 has been recorded as debt discount and is being amortized over the extended term of the notes. During the year ended December 31, 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. The grant date fair value of the warrant of $8,050 was recorded as debt discount and is being amortized over the remaining term of the note. During the year ended December 31, 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 years ended December 31, 2017 and 2016, the Company repaid an aggregate principal amount of $60,000 and $150,000, respectively, of related party notes. Convertible Notes Issuances During the year ended December 31, 2016, the Company issued convertible notes with an aggregate principal balance of $530,000, which provided for maturity dates ranging from September 2016 to August 2017 and interest at the rate of 10% per annum payable at maturity. The convertible notes were 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 issued notes, in the event that the Company elected to convert a portion of the principal outstanding under the notes into common stock, the holder would 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. During the year ended December 31, 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 provided for original maturity dates between November 2017 and February 2018. The notes also provided that each payment of principal and the respective accrued interest would be 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 could 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 would 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 notes 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 year ended December 31, 2017, the Company issued lenders convertible notes in the aggregate principal amount of $1,204,000, for aggregate gross proceeds of $1,065,970. The difference of $138,030 was recorded as an original issue discount and is being amortized over the terms of the respective notes. The convertible notes bear interest at rates ranging between 6% to 10% per annum payable at maturity with maturity dates ranging between May 2018 through July 2018. Principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the holder at any time immediately on or after the issue date until the balance has been paid in full. The conversion price of certain notes in the aggregate principal amount of $905,000 is $2.75 per share, subject to adjustment under certain circumstances. With respect to the other notes, the conversion price shall be equal to 65% of the fair market value of the Company’s stock; however, generally the conversion price shall not be less than $1.00 per share. Additionally, in connection with the issuance of certain convertible notes, the Company issued certain lenders five-year warrants to purchase an aggregate 54,519 shares of the Company’s common stock at an exercise price of $4.15 per share, subject to a mandatory redemption provision. The aggregate relative fair value of the warrants was $80,014, which was recorded as a debt discount and is being amortized over the terms of the respective convertible notes. See Note 11 – Derivative Liabilities for details regarding the mandatory redemption provision. In connection with certain convertible notes, the Company incurred $13,750 of debt issuance costs. During the year ended December 31, 2017, the Company issued a lender a note payable in the principal amount of $83,333 of which $25,000 of principal bears no interest and $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 provided for payment as follows: (i) $25,000 of principal, which bore no interest and was not convertible into common stock, was payable three weeks from the issuance date, (ii) $11,667 of principal and the respective interest on such principal was payable six months from the issuance date (the “First Maturity Date”), (iii) $11,667 of principal and the respective interest on such principal was payable two weeks following the First Maturity Date, (iv) $11,667 of principal and the respective accrued interest on such principal was payable four weeks following the First Maturity Date, (v) $11,667 of principal and the respective interest on such principal was payable six weeks following the First Maturity Date, and (vi) $11,667 of principal and the respective interest on such principal was payable eight weeks following the First Maturity Date. Excluding the $25,000 of principal that was not convertible into common stock as described above, each payment of principal and the respective accrued interest was 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 could 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 would 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 this note, the Company issued the lender 3,500 shares of common stock with a relative fair value of $6,458 which was recorded as an original issue discount and is being amortized over the term of the note. Conversions, Exchanges and Other 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 year ended December 31, 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 year ended December 31, 2017, the Company and a certain lender elected to convert certain convertible notes with an aggregate principal balance of $495,197 and aggregate accrued interest of $29,338 into an aggregate of 243,441 shares of common stock at conversion prices ranging from $1.75 to $2.77 per share. During the year ended December 31, 2017, the Company and a lender agreed to multiple extensions of the maturity dates of notes payable with an aggregate principal balance of $637,250 with maturity dates that were near or at maturity to maturity dates ranging from December 1, 2017 through February 10, 2018. In connection with one of the note 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. 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. Also, in connection with the note extensions, the Company increased the effective rate at which the notes bear interest from 0% to 8% on dates effective between August 2, 2017 and September 7, 2017. Furthermore, in connection with certain extensions, the Company and the lender agreed to add an aggregate $4,660 of incurred interest to the principal of the respective notes. Also, in connection with the note extensions, the Company added embedded conversion options, 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 at any time 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, generally the conversion price shall not be less than $1.00 per share. The embedded conversion options of the notes were determined to be derivative liabilities. The aggregate issuance date value of the embedded conversion options was $252,117, which was recorded as a debt discount and is being amortized over the terms of the respective convertible notes. See Note 11 – Derivative Liabilities for additional details. During the year ended December 31, 2017, the Company repaid an aggregate principal amount of $69,176 of convertible notes. During the years ended December 31, 2017 and 2016, 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, 2017 and 2016, the Company recognized $11,191 and $231,708, respectively, related to the beneficial conversion feature as debt discount which was immediately amortized. Other Notes Issuances 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 had maturity dates ranging from September 2016 to April 2017 and 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 terms of the respective 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 terms of the respective notes. During the year ended December 31, 2017, the Company issued lenders other notes in the aggregate principal amount of $1,033,900 for aggregate gross proceeds of $915,000, and the difference of $118,900 has been recorded as an original issue discount and will be amortized over the terms of the respective notes (inclusive of $25,000 of principal of a note payable as discussed above in Note 7 – Notes Payable – Convertible Notes). The other notes bear interest at rates between 0% to 12% per annum payable at maturity. The other notes matured or mature between dates in May 2017 to July 2018. In connection with the issuance of these other notes, the Company issued to certain lenders 22,653 shares of common stock and certain other lenders five-year warrants to purchase an aggregate of 55,000 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 $116,248 was recorded as an original issue discount and is being amortized over the terms of the respective notes. Exchanges and Other 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 various 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. During the year ended December 31, 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. During the year ended December 31, 2017, the Company and certain lenders agreed to extend other notes with an aggregate principal balance of $984,063, that were near or at maturity, to various dates through October 2018. In consideration of the extensions, the Company issued certain lenders an aggregate 4,300 shares of the Company’s common stock. Also, in connection with the extensions, the Company issued certain lenders five-year, immediately vested warrants to purchase an aggregate of 56,118 shares of the Company’s common stock at exercise prices ranging between $4.00 to $5.00 per share. The aggregate grant date fair value of the common stock and warrants of $96,910 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 debt issuance costs in the amount $5,000 which was accreted as interest expense and added to the principal balance of the note. During the year ended December 31, 2017, the Company and a lender agreed to extend other notes with an aggregate principal balance of $637,250 such that the notes also became convertible into shares of the Company’s common stock. See Note 7 – Notes Payable – Convertible Notes for additional details. During the year ended December 31, 2017, the Company repaid an aggregate principal amount of $201,000 of other notes. As of December 31, 2017, the holder of a certain other note is entitled to five years of royalty payments associated with cosmetic revenues, as defined in the note, beginning when the Company first earns cosmetic revenues and 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 United States $ (9,444,655 ) $ (8,627,380 ) Foreign - (8,912 ) Loss before income taxes $ (9,444,655 ) $ (8,636,292 ) The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: For The Years Ended December 31, 2017 2016 Deferred Tax Assets: Net operating loss carryforwards $ 2,176,000 $ 3,495,000 Stock-based compensation 2,873,000 2,868,000 Accruals 48,000 237,000 Research & development tax credits 340,000 192,000 Other 1,000 2,000 Gross deferred tax assets 5,438,000 6,794,000 Deferred Tax Liabilities: Fixed assets (34,000 ) (97,000 ) Intangible assets (16,000 ) (18,000 ) Gross deferred tax liabilities (50,000 ) (115,000 ) Net deferred tax assets 5,388,000 6,679,000 Valuation allowance (5,388,000 ) (6,679,000 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ (1,291,000 ) $ 3,271,520 The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2017 2016 Federal: Current $ - $ - Deferred 1,385,000 (2,927,149 ) State and local: Current - - Deferred (94,000 ) (344,371 ) 1,291,000 (3,271,520 ) Change in valuation allowance (1,291,000 ) 3,271,520 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, 2017 2016 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.0 )% (4.0 )% Permanent differences (0.0 )% 0.4 % Change in tax rates 24.7 % 0.0 % Research & development tax credits (1.6 )% (0.6 )% Impact of Section 382 limits 28.3 % 0.0 % True-ups and other 0.3 % 0.3 % Change in valuation allowance (13.7 )% 37.9 % 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, 2017 and 2016, the Company had approximately $8,400,000 and $9,200,000, respectively, of federal net operating losses that may be available to offset future taxable income. The usable 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 2037 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 several greater than 50% ownership changes. The Section 382 limitations result in approximately $28,200,000 of federal NOLs not being realizable as of December 31, 2017 and the cumulative reversal of approximately $9,600,000 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 where the Company filed its final return in 2015), which remain subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2014 (or the tax year ended December 31, 2009 if the Company were to utilize its NOLs). No tax audits were commenced or were in process during the years ended December 31, 2017 and 2016. The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017 making significant changes to the Internal Revenue Code. Changes include but are not limited to (a) the reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017; (b) the transition of U.S. international taxation from a worldwide tax system to a territorial system; and (c) a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The latter two changes are not expected to impact the Company as its Cayman subsidiary generated cumulative losses and was dissolved in March 2017. The change in tax law required the Company to remeasure existing net deferred tax assets using the lower rate in the period of enactment resulting in an income tax expense of approximately $2.3 million which is fully offset by the corresponding tax benefit of $2.3 million from the reduction in the valuation allowance in the year ended December 31, 2017. There were no specific impacts of the Act that could not be reasonably estimated which the Company accounted for under the prior tax law. However, based on a continued analysis of the estimates and further guidance on the application of the law, it is possible that additional revisions may occur throughout the allowable one-year measurement period, as outlined in Staff Accounting Bulletin No. 118. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, of which $11,724 was applied as rent payments in 2017. During the year ended December 31, 2017 and 2016, the Company received a credit of $21,237 and $20,912, respectively, towards its rent payments in connection with a tax rebate received by the landlord. The Company’s rent expense amounted to $115,885 and $124,038 for the years ended December 31, 2017 and 2016, respectively. Rent expense is reflected in general and administrative expenses and research and development expenses in the consolidated statements of operations. Future minimum payments under this operating lease agreement is as follows: For the Years Ending December 31, Amount 2018 $ 140,918 2019 148,172 2020 37,315 $ 326,405 Consulting Agreements Business Advisory Services In June 2016, a previously expired agreement for business advisory services 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. In March 2017, the New Business Advisory Extended Term expired and 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. See Note 10 – Stockholders’ Deficiency – Stock Warrants for details associated with the issuance of warrants as compensation. 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 which is reflected within general and administrative expenses in the consolidated statements of operations. During each of the years ended December 31, 2017 and 2016, 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. 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 December 31, 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 Chief Executive Officer The Company and its Chief Executive Officer (“CEO”) are parties to an employment agreement that expires on December 31, 2019. Pursuant to the employment agreement, as amended, 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, 2019 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). See Note 12 – Subsequent Events for additional details regarding an amendment of the CEO's employment agreement. Other 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 December 31, 2017, the Company accrued approximately $87,000 for 2016 bonus milestones which were achieved and $0 for 2017 bonus milestones since such milestones were deemed not probable to be achieved. As of December 31, 2017, two employees other than the CEO 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. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficiency | Note 10 – Stockholders’ Deficiency Authorized Capital As of December 31, 2017, 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. No preferred stock has been issued through December 31, 2017. 2010 Equity Participation Plan During the year ended December 31, 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. Compensatory Common Stock Issuances 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 year. 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. See Note 6 – Accrued Expenses and Other Current Liabilities for details regarding exchanges of accrued expenses for shares of common stock and warrants to a consultant and certain directors of the Company. See Note 9 – Commitments and Contingencies for details regarding an exchange of accrued consulting fees for shares of common stock and warrants. During the year ended December 31, 2017, the Company issued 10,000 shares of immediately vested common stock valued at $20,000 to a consultant for services rendered during the year. Common Stock and Warrant Offerings During the year ended December 31, 2016, the Company issued an aggregate of 956,833 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. During the year ended December 31, 2017, the Company issued an aggregate of 361,335 shares of common stock and five-year immediately vested warrants to purchase an aggregate of 371,335 shares of common stock at an exercise price of $4.00 to investors for aggregate gross proceeds of $1,084,000. The warrants had an aggregate grant date fair value of $601,595. 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. 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, 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. Stock Warrants Warrant Compensation 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. On March 1, 2017, the Company extended a previously expired agreement with a consultant from January 1, 2017 to December 31, 2017. In connection with this extension, the Company issued to the consultant an immediately vested five-year warrant to purchase 25,000 shares of common stock at an exercise price of $4.00 per share. The issuance date fair value of $40,763 was immediately recognized as stock-based compensation expense which is reflected in consulting expense in the consolidated statements of operations. See Note 9 – Commitments and Contingencies – Consulting Agreements for details associated with the issuance of warrants as 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 consolidated statements of operations. On July 12, 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. The warrant grant date fair value of $40,275 was recognized immediately as stock-based compensation expense and is reflected as consulting expense in the consolidated statements of operations. On November 15, 2017, the Company extended a previously expired agreement with a consultant from October 1, 2017 to May 31, 2018. In connection with this extension, the Company issued a five-year immediately vested warrant to purchase 35,000 shares of common stock at an exercise price of $4.00 per share. The warrant grant date fair value of $56,434 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the consolidated statements of operations. The Company recorded stock–based compensation expense of $167,912 and $62,908 during the years ended December 31, 2017 and 2016, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the consolidated statements of operations. As of December 31, 2017, there was no unrecognized stock-based compensation expense related to stock warrants. Warrant Modifications and Exercises 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. 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. During the year ended December 31, 2017, the Company issued an aggregate of 410,625 shares of common stock pursuant to the exercise of warrants for aggregate gross proceeds of $821,250. The shares were issued pursuant to a warrant repricing program under which the exercise price for certain outstanding and exercisable warrants for the purchase of shares of common stock of the Company was reduced to $2.00 per share (reduced from exercises prices ranging from $4.00 to $30.00 per share). The warrants were exercised over a limited period of time. In connection with the share issuances, the Company issued to the purchasers of such shares additional two-year warrants for the purchase of an aggregate of 102,656 shares of common stock of the Company at an exercise price of $4.00 per share. The Company recognized a warrant modification charge of $6,618 during the year ended December 31, 2017, which represents the incremental value of the modified warrants and additional warrants issued as compared to the original warrants, both valued as of the respective modification dates. During the year ended December 31, 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 year ended December 31, 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 consolidated statement of operations . During the year ended December 31, 2017, with respect to warrants held by certain lenders, the Company agreed to extend the expiration dates and reduce the exercise price of certain warrants to purchase an aggregate 53,291 and 1,233,931 shares of the Company’s common stock, respectively. The expiration dates of the warrants were extended from dates ranging between December 31, 2017 through December 29, 2021 to new expiration dates ranging between December 31, 2019 and June 28, 2022. The exercise price of certain warrants was reduced from an exercise price ranging between $4.50 and $10.00 per share to $4.00 per share. The Company recognized a warrant modification charge of $18,962 during the year ended December 31, 2017, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates. The charge is reflected in warrant modification expense in the consolidated statements of operations . Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Years Ended December 31, 2017 2016 Risk free interest rate 1.74% - 2.07 % 0.44% - 2.07 % Contractual term (years) 2.00 - 5.00 0.67 - 5.00 Expected volatility 120% - 132 % 124% - 152 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2017 and 2016 was approximately $1.54 and $1.18 per share, respectively. See Note 6 – Accrued Expenses and Other Current Liabilities for details regarding exchanges of accrued expenses for shares of common stock and warrants to a consultant and certain directors of the Company. 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. A summary of the warrant activity during the year ended December 31, 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 1,011,598 4.01 Exercised (460,625 ) 2.16 Expired (69,490 ) 17.19 Outstanding, December 31, 2017 3,435,134 $ 4.47 2.8 $ - Exercisable, December 31, 2017 3,435,134 $ 4.47 2.8 $ - [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 Modifications and Exercises, 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 December 31, 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 2,935,892 2.7 2,935,892 $5.00 - $5.99 369,739 3.4 369,739 $6.00 - $7.99 40,000 2.6 40,000 $8.00 - $9.99 2,500 1.9 2,500 $10.00 - $14.99 40,400 2.2 40,400 $15.00 - $19.99 35,435 1.7 35,435 $20.00 - $80.00 11,168 0.6 11,168 3,435,134 2.8 3,435,134 Stock Options In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Years Ended December 31, 2017 2016 Risk free interest rate 1.77% - 1.88 % 1.16% - 1.53 % Expected term (years) 5.50 - 6.00 5.50 - 10.00 Expected volatility 120% - 130 % 124% - 126 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the stock options granted during the years ended December 31, 2017 and 2016 was approximately $2.75 and $3.24 per share, respectively. 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 which is being amortized over the vesting period of the option. 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 which is being amortized over the vesting period of the options. 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 which is being amortized over the vesting period of the option. 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. During the year ended December 31, 2017, the Company issued ten-year options to employees, directors, and an advisor of the Company to purchase an aggregate of 1,117,000 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 283,336 shares vested immediately, (ii) options for the purchase of 372,338 shares vest on the one-year anniversary of the issuance date, (iii) options for the purchase of 372,332 shares vest on the two-year anniversary of the issuance date and (iv) options for the purchase of 88,994 shares vest on the three-year anniversary of the issuance date. The options had an aggregate grant date value of $3,070,600 which is being amortized over the vesting term of the respective options. A summary of the option activity during the year ended December 31, 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 7.53 Granted 1,117,000 3.23 Forfeited (163,748 ) 3.69 Outstanding, December 31, 2017 3,122,202 $ 4.25 7.9 $ 490,800 Exercisable, December 31, 2017 1,928,380 $ 4.73 7.1 $ 103,668 The following table presents information related to stock options at December 31, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $2.00 - $2.99 197,000 - - $3.00 - $3.99 1,653,667 8.4 763,842 $4.00 - $4.99 1,194,035 6.3 1,087,038 $5.00 - $5.99 5,000 6.5 5,000 $6.00 - $19.99 37,500 6.0 37,500 $20.00 - $30.00 35,000 4.2 35,000 3,122,202 7.1 1,928,380 The following table presents information related to stock option expense: For the Years Ended Unrecognized at Weighted Average Remaining Amortization December 31, December 31, Period 2017 2016 2017 (Years) Consulting $ 1,558,392 $ 880,288 $ 1,070,059 1.2 Research and development 481,041 492,061 564,486 2.0 General and administrative 1,373,459 1,001,445 848,392 1.4 $ 3,412,892 $ 2,373,794 $ 2,482,937 1.5 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 11 – Derivative Liabilities See Note 7 – Notes Payable – Convertible Notes for additional details associated with the issuance of certain convertible notes payable for which the embedded conversion options and mandatory redemption provisions of warrants were classified as derivative liabilities. During the year ended December 31, 2017, the Company recorded derivative liabilities in the amount of $80,014 related to warrants issued in connection with certain convertible notes payable. These warrants are redeemable for cash equal to the Black-Scholes value, as defined, at the election of the warrant holder upon a fundamental transaction pursuant to the warrant terms. The Company has estimated the fair value of the warrants granted using the Black-Scholes model using the following assumptions: expected volatility of 130%, risk-free rates between 2.06% and 2.07%, contractual terms of 5 years, and expected dividends of 0%. During the year ended December 31, 2017, the Company recorded derivative liabilities in the amount of $252,117 related to the embedded conversion options of convertible notes payable. The Company estimated the fair value of the original derivative liabilities using the Multinomial Lattice option pricing model (Level 3 inputs) using the following assumptions: expected volatility ranging between 123% and 133%, risk-free rates between 1.22% and 1.53%, contractual terms ranging 0.12 and 0.91 years, expected dividends of 0%, and the fair value of the Company’s freely tradable common stock as reported on the OTCQB market. On December 31, 2017, the Company’s inputs to the Multinomial Lattice option pricing model (Level 3 inputs) were as follows: expected volatility of 129%, risk-free rates between 1.28% and 1.39%, contractual terms ranging between 0.00 and 0.11 years, expected dividends of 0%, and the fair value of the Company’s freely tradable common stock as reported on the OTCQB market. The Company recorded a gain on the change in fair value of these derivative liabilities of $107,039 during the year ended December 31, 2017. During the year ended December 31, 2017, the Company reclassified $9,019 of derivative liabilities to equity in connection with the conversion of convertible notes payable into shares of common stock. The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Beginning balance as of January 1, 2017 $ - Issuance of derivative liabilities 332,131 Reclassification of derivative liabilities to equity (9,019 ) Change in fair value of derivative liabilities (107,039 ) Ending balance as of December 31, 2017 $ 216,073 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Notes Payable Subsequent to December 31, 2017, the Company issued certain lenders convertible notes payable in the aggregate principal amount of $414,000, for aggregate cash proceeds of $396,250. The difference of $17,750 was recorded as a debt discount and will be amortized over the terms of the respective notes. The convertible notes bear interest at rates ranging between 10% to 12% per annum payable at maturity with maturity dates ranging between August 2018 through December 2018. The convertible notes are convertible as follows: (i) $184,000 of aggregate principal and the respective interest is convertible into shares of the Company’s common stock at the election of the respective holder at any time immediately on or after the issue dates until the respective balances have been paid in full, (ii) $175,000 of principal and the respective interest is convertible into shares of the Company’s common stock at the election of the holder after the 180 th Subsequent to December 31, 2017, the Company issued a lender a three-month note payable in the principal amount of $58,000, which bears no interest, for cash proceeds of $50,000. The $8,000 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 1,500 shares of the Company’s common stock. The issuance date fair value of the common stock will be recorded as debt discount and will be amortized over the term of the note. Subsequent to December 31, 2017, the Company and certain lenders agreed to exchange certain convertible notes with an aggregate principal balance of $117,917 and aggregate accrued interest of $7,172 for an aggregate of 71,963 shares of the Company’s common stock at prices ranging from $1.58 to $2.11 per share. Subsequent to December 31, 2017, the Company elected to convert certain convertible notes with an aggregate principal balance of $77,621 and aggregate accrued interest of $5,283 into an aggregate of 39,733 shares of the Company’s common stock at conversion prices ranging from $1.90 to $2.38 per share. Subsequent to December 31, 2017, the Company and certain lenders agreed to multiple extensions of the maturity dates of notes payable with an aggregate principal balance of $788,982 from maturity dates ranging between December 2017 to March 2018 to new maturity dates ranging from March 2018 to August 2018. In consideration of the extensions, the Company issued certain lenders an aggregate of 19,500 shares of the Company’s common stock. The issuance date fair value of the common stock will be recorded as debt discount and will be amortized over the terms of the respective notes. Also in connection with one of the extensions, the Company increased the effective rate at which the note bears interest, from 0% to 8% per annum, effective February 8, 2018. Subsequent to December 31, 2017, the Company repaid an aggregate principal amount of $94,583 and $25,000 of convertible and related party notes payable, respectively. Consulting Agreements Subsequent to December 31, 2017, the Company extended a previously expired agreement with a consultant from January 1, 2018 to December 31, 2018. In connection with the amendment, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 30,000 shares of the Company’s common stock at an exercise price of $4.00 per share. Employment Agreements Subsequent to December 31, 2017, the Company entered into an employment agreement with its new Senior Vice President of Planning and Business Development (the “Senior VP”). Pursuant to the employment agreement, in the event that (a) the Senior VP’s employment is terminated by the Company without cause, or (b) the Senior VP terminates his employment for “good reason” (each as defined in the employment agreement), the Senior VP would be entitled to receive severance in an amount equal to three months of his then annual base salary. Subsequent to December 31, 2017, the Company’s Compensation Committee approved the extension of the CEO’s employment agreement from March 31, 2018 to December 31, 2019. In connection with the extension, the CEO is entitled to new performance-based cash bonuses payable for the years ending December 31, 2018 and 2019, such that an aggregate of up to 50% of the CEO's then annual base salary per annum could be earned for such year pursuant to the satisfaction of such goals. Options Subsequent to December 31, 2017, the Company granted the Senior VP a ten-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $3.40 per share. The shares vest based upon the achievement of certain performance conditions. Stock Warrants Subsequent to December 31, 2017, the Company issued an aggregate of 226,084 shares of the Company’s common stock pursuant to the exercise of warrants for aggregate gross proceeds of $414,168 and in exchange for $38,000 of previously accrued consulting fees. The shares were issued pursuant to a warrant repricing program under which the exercise price for certain outstanding and exercisable warrants for the purchase of shares of common stock of the Company was reduced to $2.00 per share (reduced from exercises prices ranging from $4.00 to $5.00 per share). The warrants were exercised over a limited period of time. In connection with the share issuances, the Company issued to the purchasers of such shares additional two-year warrants for the purchase of an aggregate of 56,521 shares of common stock of the Company at an exercise price of $4.00 per share. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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, 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 | 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, derivative liabilities 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 all of the Company’s revenue during the year ended December 31, 2017, and substantially all of the Company’s revenue during the year ended December 31, 2016. See “Revenue Recognition” below. |
Cash | Cash The Company maintains cash in bank accounts, which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) 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. As of December 31, 2017, the Company had cash balances in excess of FDIC insured limits of $205,302. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2017 and 2016 the Company did not have any cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a financing, are capitalized as non-current assets on the balance sheet. Upon consummation of a financing, the deferred offering costs would be offset against the offering proceeds. If the completion of a contemplated financing was no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements. |
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. During the years ended December 31, 2017 and 2016, the Company recognized revenue related to sales of Stem Pearls skincare products of $0 and $355, respectively. 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, 2017 and 2016, the Company recognized $81,000 and $36,000, respectively, of revenue related to the Company’s sublicense agreement. |
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, 2017 and 2016. 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: December 31, 2017 2016 Options 3,122,202 2,168,950 Warrants 3,435,134 2,953,651 Convertible notes 1,411,762 211,162 Total potentially dilutive shares 7,969,098 5,333,763 |
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. |
Advertising | Advertising Advertising costs are charged to operations as incurred. For the years ended December 31, 2017 and 2016, the Company incurred advertising costs of $26,840 and $17,972, 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, 2017 and 2016, the Company incurred research and development expenses of $2,152,433 and $2,883,563, 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. See Note 11 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. |
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. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize 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. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its 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, 2019, 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, 2017, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of this standard did not have a material impact on the Company’s financial statement 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, 2018. 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. In May 2017, the FASB issued 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 the Company’s fiscal year ending December 31, 2017 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. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)”: (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, 2017 2016 Options 3,122,202 2,168,950 Warrants 3,435,134 2,953,651 Convertible notes 1,411,762 211,162 Total potentially dilutive shares 7,969,098 5,333,763 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment include the following: December 31, 2017 2016 Office equipment $ 2,848 $ 2,848 Medical equipment 446,506 446,506 Furniture and fixtures 121,625 121,625 Computer software and equipment 78,190 74,572 Leasehold improvements 304,661 304,661 953,830 950,212 Less: accumulated depreciation (625,983 ) (441,618 ) Property and equipment, net $ 327,847 $ 508,594 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2016 $ 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 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2017 $ 3,676 $ 1,301,500 $ (416,226 ) $ 888,950 Weighted average remaining amortization period at December 31, 2017 (in years) 3.0 11.9 |
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, 2016 $ 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 368 74,527 74,895 Balance as of December 31, 2017 $ 2,576 $ 413,650 $ 416,226 |
Accrued Expenses and Other Cu23
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, 2017 2016 Credit card payable $ 1,010 $ 1,778 Accrued payroll 349,163 747,793 Accrued research and development expenses 636,175 581,175 Accrued general and administrative expenses 604,308 263,468 Accrued director compensation 282,500 357,500 Deferred rent 50,395 52,945 Total accrued expenses 1,923,551 2,004,659 Less: accrued expenses, current portion 1,885,551 1,574,659 Accrued expenses, non-current portion $ 38,000 $ 430,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Activity | A summary of the notes payable activity during the years ended December 31, 2017 and 2016 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, January 1, 2016 $ 150,000 $ 420,000 $ 900,083 $ (158,285 ) $ 1,311,798 Issuances 697,500 530,000 724,500 - 1,952,000 Exchanges for equity - (235,000 ) (49,018 ) - (284,018 ) Conversions to equity - (325,000 ) - - (325,000 ) Repayments (150,000 ) - (326,500 ) - (476,500 ) Recognition of debt discount - - - (604,067 ) (604,067 ) Accretion of interest expense - - - 40,052 40,052 Amortization of debt discount - - - 542,336 542,336 Outstanding, December 31, 2016 $ 697,500 $ 390,000 [1] $ 1,249,065 $ (179,964 ) $ 2,156,601 Issuances 175,000 1,612,333 1,033,900 - 2,821,233 Indebtedness satisfied via settlement - 637,250 [2] (637,250 ) - - Exchanges for equity (97,500 ) (50,000 ) (203,750 ) - (351,250 ) Conversions to equity - (495,197 ) - - (495,197 ) Repayments (60,000 ) (69,176 ) (201,000 ) - (330,176 ) Recognition of debt discount - - - (964,911 ) (964,911 ) Accretion of interest expense - 4,660 13,500 188,124 206,284 Amortization of debt discount - - - 619,266 619,266 Outstanding, December 31, 2017 $ 715,000 $ 2,029,870 [1] $ 1,254,465 $ (337,485 ) $ 3,661,850 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 [3] $ 267,500 $ 45,000 $ 12,500 $ (27,244 ) $ 297,756 Outstanding, December 31, 2017 $ 715,000 $ 2,029,870 $ 1,254,465 $ (337,485 ) $ 3,661,850 Less: current portion, December 31, 2017 (715,000 ) (1,834,332 ) (1,254,465 ) 336,229 (3,467,568 ) Non-current portion, December 31, 2017 [3] $ - $ 195,538 $ - $ (1,256 ) $ 194,282 [1] As of December 31, 2017, a designated portion of convertible notes with an aggregate principal balance of $1,777,788 was convertible into shares of common stock at the election of the holder any time immediately until the balance has been paid in full. As of December 31, 2017 and 2016, a designated portion of convertible notes with an aggregate principal balance of $252,082 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 $196,666 and $296,250 of principal into shares of common stock at December 31, 2017 and 2016, respectively, at the same conversion price. [2] In connection with certain note extensions during the year ended December 31, 2017, the Company and a certain lender agreed to add embedded conversion options, permitting principal and the respective accrued interest to be convertible into shares of the Company’s common stock at the election of the lender any time until the balance has been paid in full. See Note 7 – Notes Payable – Convertible Notes and Note 11 – Derivative Liabilities for additional details regarding the embedded conversion options. [3] As of December 31, 2017 and 2016, the Company reclassified principal in the aggregate amount of $194,282 and $297,756, respectively (net of debt discount of $1,256 and $27,244, respectively), and accrued interest in the aggregate amount of $9,591 and $7,681, 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, 2017 and 2016, respectively. See Note 12 – Subsequent Events for additional details regarding notes payable. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 United States $ (9,444,655 ) $ (8,627,380 ) Foreign - (8,912 ) Loss before income taxes $ (9,444,655 ) $ (8,636,292 ) |
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, 2017 2016 Deferred Tax Assets: Net operating loss carryforwards $ 2,176,000 $ 3,495,000 Stock-based compensation 2,873,000 2,868,000 Accruals 48,000 237,000 Research & development tax credits 340,000 192,000 Other 1,000 2,000 Gross deferred tax assets 5,438,000 6,794,000 Deferred Tax Liabilities: Fixed assets (34,000 ) (97,000 ) Intangible assets (16,000 ) (18,000 ) Gross deferred tax liabilities (50,000 ) (115,000 ) Net deferred tax assets 5,388,000 6,679,000 Valuation allowance (5,388,000 ) (6,679,000 ) Deferred tax asset, net of valuation allowance $ - $ - Changes in valuation allowance $ (1,291,000 ) $ 3,271,520 |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2017 2016 Federal: Current $ - $ - Deferred 1,385,000 (2,927,149 ) State and local: Current - - Deferred (94,000 ) (344,371 ) 1,291,000 (3,271,520 ) Change in valuation allowance (1,291,000 ) 3,271,520 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, 2017 2016 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.0 )% (4.0 )% Permanent differences (0.0 )% 0.4 % Change in tax rates 24.7 % 0.0 % Research & development tax credits (1.6 )% (0.6 )% Impact of Section 382 limits 28.3 % 0.0 % True-ups and other 0.3 % 0.3 % Change in valuation allowance (13.7 )% 37.9 % Effective income tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2018 $ 140,918 2019 148,172 2020 37,315 $ 326,405 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 Years Ended December 31, 2017 2016 Risk free interest rate 1.74% - 2.07 % 0.44% - 2.07 % Contractual term (years) 2.00 - 5.00 0.67 - 5.00 Expected volatility 120% - 132 % 124% - 152 % Expected dividends 0.00 % 0.00 % |
Schedule of Warrant Activity | A summary of the warrant activity during the year ended December 31, 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 1,011,598 4.01 Exercised (460,625 ) 2.16 Expired (69,490 ) 17.19 Outstanding, December 31, 2017 3,435,134 $ 4.47 2.8 $ - Exercisable, December 31, 2017 3,435,134 $ 4.47 2.8 $ - [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 Modifications and Exercises, 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. |
Schedule of Stock Warrant | The following table presents information related to stock warrants at December 31, 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 2,935,892 2.7 2,935,892 $5.00 - $5.99 369,739 3.4 369,739 $6.00 - $7.99 40,000 2.6 40,000 $8.00 - $9.99 2,500 1.9 2,500 $10.00 - $14.99 40,400 2.2 40,400 $15.00 - $19.99 35,435 1.7 35,435 $20.00 - $80.00 11,168 0.6 11,168 3,435,134 2.8 3,435,134 |
Schedule of Share Based Payment Award Stock Option Granted Assumptions | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Years Ended December 31, 2017 2016 Risk free interest rate 1.77% - 1.88 % 1.16% - 1.53 % Expected term (years) 5.50 - 6.00 5.50 - 10.00 Expected volatility 120% - 130 % 124% - 126 % Expected dividends 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of the option activity during the year ended December 31, 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 7.53 Granted 1,117,000 3.23 Forfeited (163,748 ) 3.69 Outstanding, December 31, 2017 3,122,202 $ 4.25 7.9 $ 490,800 Exercisable, December 31, 2017 1,928,380 $ 4.73 7.1 $ 103,668 |
Schedule of Stock Option | The following table presents information related to stock options at December 31, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $2.00 - $2.99 197,000 - - $3.00 - $3.99 1,653,667 8.4 763,842 $4.00 - $4.99 1,194,035 6.3 1,087,038 $5.00 - $5.99 5,000 6.5 5,000 $6.00 - $19.99 37,500 6.0 37,500 $20.00 - $30.00 35,000 4.2 35,000 3,122,202 7.1 1,928,380 |
Schedule of Stock Option Expense | The following table presents information related to stock option expense: For the Years Ended Unrecognized at Weighted Average Remaining Amortization December 31, December 31, Period 2017 2016 2017 (Years) Consulting $ 1,558,392 $ 880,288 $ 1,070,059 1.2 Research and development 481,041 492,061 564,486 2.0 General and administrative 1,373,459 1,001,445 848,392 1.4 $ 3,412,892 $ 2,373,794 $ 2,482,937 1.5 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Changes in Fair Value of Level 3 Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Beginning balance as of January 1, 2017 $ - Issuance of derivative liabilities 332,131 Reclassification of derivative liabilities to equity (9,019 ) Change in fair value of derivative liabilities (107,039 ) Ending balance as of December 31, 2017 $ 216,073 |
Going Concern and Management'29
Going Concern and Management's Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Working capital deficiency | $ 7,833,592 | ||
Stockholder's deficiency | 6,836,568 | $ 5,000,282 | $ 3,908,463 |
Net loss | 9,444,655 | $ 8,636,292 | |
Proceeds from equity financings | 452,168 | ||
Proceeds from debt financings | 420,500 | ||
Accrued interest | 207,993 | ||
Repayments of debt | 119,583 | ||
Note payable past due | 598,500 | ||
August 2018 [Member] | |||
Repayments of debt | $ 788,982 | ||
Repayments of debt extended due date | Due date for the repayment of $788,982 of debt has been extended to dates between March 2018 and August 2018. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising cost | $ 26,840 | $ 17,972 |
Research and development | 2,152,433 | 2,883,563 |
Stem Pearls Skincare Products [Member] | ||
Revenues | 0 | 355 |
Sublicense Agreement [Member] | ||
Deferred revenue recognized | $ 81,000 | $ 36,000 |
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 - Schedule of Weighted Average Dilutive Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total potentially dilutive shares | 7,969,098 | 5,333,763 |
Options [Member] | ||
Total potentially dilutive shares | 3,122,202 | 2,168,950 |
Warrants [Member] | ||
Total potentially dilutive shares | 3,435,134 | 2,953,651 |
Convertible Notes [Member] | ||
Total potentially dilutive shares | 1,411,762 | 211,162 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 184,365 | $ 183,529 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 953,830 | $ 950,212 |
Less: accumulated depreciation | (625,983) | (441,618) |
Property and equipment, net | 327,847 | 508,594 |
Office Equipment [Member] | ||
Property and equipment, gross | 2,848 | 2,848 |
Medical Equipment [Member] | ||
Property and equipment, gross | 446,506 | 446,506 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 121,625 | 121,625 |
Computer Software and Equipment [Member] | ||
Property and equipment, gross | 78,190 | 74,572 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 304,661 | $ 304,661 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | |
April 2017 [Member] | |||
Milestones payment | $ 150,000 | $ 150,000 | |
April 2019 [Member] | |||
Milestones payment | $ 250,000 | 250,000 | |
Through 2029 [Member] | |||
Amortization expenses | $ 75,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets By Major Class (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets, Beginning Balance | $ 963,845 | $ 1,038,741 |
Finite Lived Intangible Assets, Amortization expense | (74,895) | (74,896) |
Finite Lived Intangible Assets, Ending Balance | 888,950 | 963,845 |
Patents and Trademarks [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, Amortization expense | ||
Finite Lived Intangible Assets, Ending Balance | $ 3,676 | 3,676 |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | 3 years | |
Licenses [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ 1,301,500 | 1,301,500 |
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 (in years) | 11 years 10 months 25 days | |
Accumulated Amortization [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ (341,331) | (266,435) |
Finite Lived Intangible Assets, Amortization expense | (74,895) | (74,896) |
Finite Lived Intangible Assets, Ending Balance | $ (416,226) | $ (341,331) |
Intangible Assets - Schedule 36
Intangible Assets - Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Patents and Trademarks [Member] | ||
Beginning Balance | $ 2,208 | $ 1,840 |
Amortization expense | 368 | 368 |
Ending Balance | 2,576 | 2,208 |
Licenses [Member] | ||
Beginning Balance | 339,123 | 264,595 |
Amortization expense | 74,527 | 74,528 |
Ending Balance | 413,650 | 339,123 |
Accumulated Amortization [Member] | ||
Beginning Balance | 341,331 | 266,435 |
Amortization expense | 74,895 | 74,896 |
Ending Balance | $ 416,226 | $ 341,331 |
Accrued Expenses and Other Cu37
Accrued Expenses and Other Current Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from related party notes | $ 43,515 | $ 292,090 |
Repayment of advances from director and officer | $ 58,515 | 364,120 |
Exercise price per share | $ 4 | |
Loss on extinguishment of notes payable, net | $ (59,938) | (58,787) |
Accrued expenses, non-current portion | $ 38,000 | 430,000 |
Exchange Agreement[Member] | ||
Debt conversion, converted instrument, shares issued | 10,000 | |
Warrants to purchase common stock | 10,000 | |
Exercise price per share | $ 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 | |
Debt conversion, converted instrument, shares issued | 58,334 | |
Warrants expiration period | 5 years | |
Warrants to purchase common stock | 58,334 | |
Exercise price per share | $ 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] | ||
Accrued consulting fees | $ 265,000 | |
Debt conversion, converted instrument, shares issued | 88,334 | |
Warrants expiration period | 5 years | |
Warrants to purchase common stock | 88,334 | |
Exercise price per share | $ 4 | |
Common stock and warrants aggregate grant date value | $ 320,652 | |
Loss on extinguishment of notes payable, net | $ 55,652 | |
Exchange Agreement[Member] | Vendor [Member] | ||
Debt conversion, converted instrument, shares issued | 8,334 | |
Warrants expiration period | 5 years | |
Warrants to purchase common stock | 2,000 | |
Exercise price per share | $ 4 | |
Common stock and warrants aggregate grant date value | $ 19,888 | |
Accrued director fees | 17,697 | |
Loss on extinguishment of notes payable, net | 2,191 | |
Non-Interest Bearing Advance [Member] | ||
Proceeds from related party notes | 43,515 | 292,090 |
Repayment of advances from director and officer | $ 58,515 | 364,120 |
Accounts payable | $ 15,000 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Less: accrued expenses, current portion | $ 1,885,551 | $ 1,574,659 |
Accrued expenses, non-current portion | 38,000 | 430,000 |
Accrued Expenses and Other Current Liabilities [Member] | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Credit card payable | 1,010 | 1,778 |
Accrued payroll | 349,163 | 747,793 |
Accrued research and development expenses | 636,175 | 581,175 |
Accrued general and administrative expenses | 604,308 | 263,468 |
Accrued director compensation | 282,500 | 357,500 |
Deferred rent | 50,395 | 52,945 |
Total accrued expenses | 1,923,551 | 2,004,659 |
Less: accrued expenses, current portion | 1,885,551 | 1,574,659 |
Accrued expenses, non-current portion | $ 38,000 | $ 430,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 15, 2016 | Nov. 30, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 01, 2017 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Proceeds from related party notes | $ 43,515 | $ 292,090 | |||||
Notes payable | 3,661,850 | 2,156,601 | $ 1,311,798 | ||||
Amortization of debt discount | 619,266 | 542,336 | |||||
Warrant modification charge | 114,821 | 96,634 | |||||
Loss on extinguishment of note payables, net | 59,938 | 58,787 | |||||
Repayments of related party debt | 58,515 | 364,120 | |||||
Debt instrument, principal amount | 252,082 | 390,000 | |||||
Debt discount | $ 336,229 | $ 152,720 | |||||
Common stock, shares issued | 6,112,473 | 4,699,035 | |||||
Fair value of common stock | $ 6,112 | $ 4,699 | |||||
Debt instruments conversion amount | 495,197 | 325,000 | |||||
Repayments of debt | 119,583 | ||||||
Proceeds from notes payable | 2,542,222 | $ 1,894,000 | |||||
Directors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | Dec. 31, 2018 | ||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 844,444 | ||||||
Fair value of warrants | $ 11,959 | ||||||
Notes payable | 197,500 | ||||||
Debt instrument issued for consideration | 190,000 | ||||||
Amortization of debt discount | 7,500 | ||||||
Warrant modification charge | 55,028 | ||||||
Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrant modification charge | |||||||
Number of common stock shares issued | 361,335 | 956,833 | |||||
First Maturity Date 1 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $ 25,000 | ||||||
First Maturity Date 2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 11,667 | ||||||
First Maturity Date 3 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 11,667 | ||||||
First Maturity Date 4 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 11,667 | ||||||
First Maturity Date 5 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 11,667 | ||||||
First Maturity Date 6 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | 11,667 | ||||||
Notes Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt discount | 1,256 | $ 27,244 | |||||
Debt instruments conversion amount | 637,250 | ||||||
Repayments of debt | 201,000 | ||||||
Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments conversion amount | $ 196,666 | $ 296,250 | |||||
Maximum [Member] | Directors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Debt instrument maturity date | Feb. 5, 2017 | ||||||
Debt instrument, convertible, conversion price | $ 5 | ||||||
Maximum [Member] | Lenders Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of conversion price equal to fair market value | 60.00% | ||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||
Minimum [Member] | Directors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.00% | ||||||
Debt instrument maturity date | Jan. 31, 2017 | ||||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||||
Minimum [Member] | Lenders Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of conversion price equal to fair market value | 50.00% | ||||||
Debt instrument, convertible, conversion price | $ .75 | ||||||
Note [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 15.00% | ||||||
Convertible Notes [Member] | Issuances [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Warrants to purchase common stock shares | 33,750 | ||||||
Fair value of warrants | $ 53,150 | ||||||
Notes payable | $ 530,000 | ||||||
Debt maturity date description | September 2016 to August 2017 | ||||||
Debt instrument, convertible, conversion price | $ 2 | ||||||
Debt instrument, principal amount | $ 296,250 | ||||||
Convertible Notes [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Accrued interest | $ 16,751 | ||||||
Debt conversion, converted instrument, shares issued | 137,006 | ||||||
Debt instrument, principal amount | $ 325,000 | ||||||
Convertible Notes [Member] | Maximum [Member] | Issuances [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of conversion price equal to fair market value | 62.00% | ||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||
Convertible Notes [Member] | Maximum [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 3 | ||||||
Convertible Notes [Member] | Minimum [Member] | Issuances [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of conversion price equal to fair market value | 60.00% | ||||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||||
Convertible Notes [Member] | Minimum [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 1.94 | ||||||
Lenders Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock shares | 7,500 | ||||||
Fair value of warrants | $ 24,388 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Number of common stock shares issued | 8,000 | ||||||
Lenders Convertible Note One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants vested term | 5 years | ||||||
Notes payable | $ 1,204,000 | ||||||
Debt maturity date description | May 2018 through July 2018 | ||||||
Percentage of conversion price equal to fair market value | 65.00% | ||||||
Debt instrument, convertible, conversion price | $ 2.75 | ||||||
Debt instrument, principal amount | $ 905,000 | ||||||
Proceeds form issuance of notes | 1,065,970 | ||||||
Debt discount | $ 138,030 | ||||||
Lenders Convertible Note One [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Lenders Convertible Note One [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.00% | ||||||
Convertible Note One [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 9,788 | ||||||
Debt conversion, converted instrument, shares issued | 143,102 | ||||||
Loss on extinguishment of note payables, net | $ 53,974 | ||||||
Debt instrument, principal amount | 235,000 | ||||||
Debt instruments conversion amount | $ 298,762 | ||||||
Convertible Note One [Member] | Maximum [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 2.10 | ||||||
Convertible Note One [Member] | Minimum [Member] | Conversions, Exchanges and Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 1.50 | ||||||
Lenders Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 2,712 | ||||||
Debt conversion, converted instrument, shares issued | 29,280 | ||||||
Common stock aggregate exchange date fair value | $ 58,560 | ||||||
Loss on extinguishment of note payables, net | 5,848 | ||||||
Debt instrument, principal amount | 50,000 | ||||||
Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 29,338 | ||||||
Debt conversion, converted instrument, shares issued | 243,441 | ||||||
Debt instrument, principal amount | $ 495,197 | ||||||
Convertible Notes [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 2.77 | ||||||
Convertible Notes [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 1.75 | ||||||
Other Note [Member] | Issuances [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 39,000 | ||||||
Fair value of warrants | $ 61,767 | ||||||
Debt instrument issued for consideration | $ 674,000 | ||||||
Debt maturity date description | September 2016 to April 2017 | ||||||
Amortization of debt discount | $ 58,000 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Debt instrument, principal amount | $ 724,500 | ||||||
Other Note [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 23,925 | ||||||
Loss on extinguishment of note payables, net | $ 4,813 | ||||||
Debt instrument, principal amount | 49,018 | ||||||
Debt instruments conversion amount | $ 53,831 | ||||||
Other Note [Member] | Maximum [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 2.45 | ||||||
Other Note [Member] | Minimum [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 1.25 | ||||||
Lenders Other Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants vested term | 5 years | ||||||
Notes payable | $ 25,000 | ||||||
Debt maturity date description | The other notes matured or mature between dates in May 2017 to July 2018. | ||||||
Debt instrument, principal amount | $ 1,033,900 | ||||||
Number of common stock shares issued | 22,653 | ||||||
Debt discount | $ 116,248 | ||||||
Proceeds from notes payable | $ 915,000 | ||||||
Lenders Other Notes [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 12.00% | ||||||
Lenders Other Notes [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.00% | ||||||
Warrants to purchase common stock shares | 55,000 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Other Note One [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock shares | 8,000 | ||||||
Debt maturity date description | February 5, 2016 to July 15, 2016 | ||||||
Debt conversion, converted instrument, shares issued | 6,000 | ||||||
Debt instrument, principal amount | $ 244,000 | ||||||
Debt discount | 13,500 | ||||||
Repayments of debt | $ 138,000 | 96,000 | |||||
Common stock aggregate grant date fair value | 10,000 | ||||||
Debt fee | $ 15,000 | ||||||
Other Note Extended [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 30,000 | ||||||
Fair value of warrants | $ 52,800 | ||||||
Debt maturity date description | October 2015 to new maturity dates ranging from August 2016 to October 2017 | ||||||
Amortization of debt discount | $ 13,120 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Debt instrument, principal amount | $ 567,063 | ||||||
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 shares | 60,215 | ||||||
Debt maturity date description | June 2017 to December 2020 had their expiration dates extended to October 2021 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Repayments of debt | $ 92,500 | ||||||
Other Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 7,114 | ||||||
Debt conversion, converted instrument, shares issued | 70,205 | ||||||
Debt instrument, principal amount | $ 203,750 | ||||||
Other Notes [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock shares | 63,205 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Certain Other Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Royalty payment term | 5 years | ||||||
Certain Other Note [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Cosmetic revenue percentage | 4.00% | ||||||
Certain Other Note [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Cosmetic revenue percentage | 2.00% | ||||||
Tuxis Trust [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from related party notes | 500,000 | ||||||
Interest rate | 10.00% | ||||||
Debt instrument maturity date | Dec. 1, 2018 | Dec. 1, 2017 | |||||
Proceeds from single equity or debt financing | $ 10,000,000 | ||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 40,000 | ||||||
Fair value of warrants | $ 55,659 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Director And Principal Shareholder [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 15.00% | ||||||
Debt instrument maturity date | Dec. 1, 2018 | Dec. 1, 2017 | |||||
Warrants to purchase common stock shares | 1,219,444 | ||||||
Notes payable | $ 175,000 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Trust and Director/Principal Shareholder [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | Dec. 1, 2018 | ||||||
Notes payable | $ 675,000 | ||||||
Warrant modification charge | $ 84,722 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Trust and Director/Principal Shareholder [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | 5 | ||||||
Trust and Director/Principal Shareholder [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||||
Lender [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | |||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 32,597 | ||||||
Notes payable | $ 97,500 | ||||||
Accrued interest | $ 288 | ||||||
Debt conversion, converted instrument, shares issued | 32,597 | ||||||
Common stock aggregate exchange date fair value | $ 118,328 | ||||||
Loss on extinguishment of note payables, net | 20,540 | ||||||
Repayments of related party debt | $ 60,000 | $ 150,000 | |||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Debt instrument, principal amount | $ 58,333 | ||||||
Lender [Member] | Other Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | $ 118,900 | ||||||
Lender [Member] | Lenders Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Debt maturity date description | The convertible notes mature between November 2017 to February 2018 | ||||||
Debt instrument, principal amount | $ 350,000 | ||||||
Lender [Member] | Convertible Note One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock shares | 54,519 | ||||||
Fair value of warrants | $ 80,014 | ||||||
Debt instrument, convertible, conversion price | $ 4.15 | ||||||
Debt isssuance cost | $ 13,750 | ||||||
Lender [Member] | Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
Percentage of conversion price equal to fair market value | 50.00% | ||||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||||
Debt instrument, principal amount | $ 83,333 | ||||||
Proceeds form issuance of notes | 75,000 | ||||||
Debt discount | $ 8,333 | ||||||
Common stock, shares issued | 3,500 | ||||||
Fair value of common stock | $ 6,458 | ||||||
Lender [Member] | Note Payable [Member] | Non-Interest Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 25,000 | ||||||
Lender [Member] | Other Note One [Member] | Exchanges And Other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 111,000 | ||||||
Lender One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt maturity date description | maturity dates ranging from December 1, 2017 through February 10, 2018 | ||||||
Accrued interest | $ 4,660 | ||||||
Debt instrument, principal amount | 637,250 | ||||||
Debt discount | $ 252,117 | ||||||
Common stock, shares issued | 2,500 | ||||||
Fair value of common stock | $ 5,000 | ||||||
Extension fee | 8,500 | ||||||
Repayments of debt | 69,176 | ||||||
Debt beneficial conversion feature | $ 11,191 | $ 231,708 | |||||
Lender One [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.00% | ||||||
Lender One [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 0.00% | ||||||
Percentage of conversion price equal to fair market value | 80.00% | ||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||
Lenders [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase common stock shares | 18,000 | ||||||
Debt maturity date description | April 27, 2021 to January 31, 2022 to a new expiration date of February 8, 2022 | ||||||
Common stock aggregate exchange date fair value | $ 244,414 | ||||||
Loss on extinguishment of note payables, net | $ 33,550 | ||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||
Lenders [Member] | Other Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants vested term | 5 years | ||||||
Warrants to purchase common stock shares | 56,118 | ||||||
Fair value of warrants | $ 96,910 | ||||||
Debt instrument, principal amount | $ 984,063 | ||||||
Number of common stock shares issued | 4,300 | ||||||
Debt isssuance cost | $ 5,000 | ||||||
Lenders [Member] | Other Notes [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 5 | ||||||
Lenders [Member] | Other Notes [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 4 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Outstanding beginning | $ 2,156,601 | $ 1,311,798 | ||
Issuances | 2,821,233 | 1,952,000 | ||
Indebtedness satisfied via settlement | ||||
Exchanges to equity | (351,250) | (284,018) | ||
Conversion to equity | (495,197) | (325,000) | ||
Repayments | (330,176) | (476,500) | ||
Recognition of debt discount | (964,911) | (604,067) | ||
Accretion of interest expense | 206,284 | 40,052 | ||
Amortization of debt discount | 619,266 | 542,336 | ||
Outstanding ending | 3,661,850 | 2,156,601 | ||
Less: current portion | (3,467,568) | (1,858,845) | ||
Non-current portion | [1] | 194,282 | 297,756 | |
Debt Discount [Member] | ||||
Outstanding beginning | (179,964) | (158,285) | ||
Issuances | ||||
Indebtedness satisfied via settlement | ||||
Exchanges to equity | ||||
Conversion to equity | ||||
Repayments | ||||
Recognition of debt discount | (964,911) | (604,067) | ||
Accretion of interest expense | 188,124 | 40,052 | ||
Amortization of debt discount | 619,266 | 542,336 | ||
Outstanding ending | (337,485) | (179,964) | ||
Less: current portion | 336,229 | 152,720 | ||
Non-current portion | [1] | (1,256) | (27,244) | |
Convertible Notes Payable [Member] | ||||
Outstanding beginning | 390,000 | [2] | 420,000 | |
Issuances | 1,612,333 | 530,000 | ||
Indebtedness satisfied via settlement | [3] | 637,250 | ||
Exchanges to equity | (50,000) | (235,000) | ||
Conversion to equity | (495,197) | (325,000) | ||
Repayments | (69,176) | |||
Recognition of debt discount | ||||
Accretion of interest expense | 4,660 | |||
Amortization of debt discount | ||||
Outstanding ending | [2] | 2,029,870 | 390,000 | |
Less: current portion | (1,834,332) | (345,000) | ||
Non-current portion | [1] | 195,538 | 45,000 | |
Other Notes [Member] | ||||
Outstanding beginning | 1,249,065 | 900,083 | ||
Issuances | 1,033,900 | 724,500 | ||
Indebtedness satisfied via settlement | (637,250) | |||
Exchanges to equity | (203,750) | (49,018) | ||
Conversion to equity | ||||
Repayments | (201,000) | (326,500) | ||
Recognition of debt discount | ||||
Accretion of interest expense | 13,500 | |||
Amortization of debt discount | ||||
Outstanding ending | 1,254,465 | 1,249,065 | ||
Less: current portion | (1,254,465) | (1,236,565) | ||
Non-current portion | [1] | 12,500 | ||
Related Party Notes [Member] | ||||
Outstanding beginning | 697,500 | 150,000 | ||
Issuances | 175,000 | 697,500 | ||
Indebtedness satisfied via settlement | ||||
Exchanges to equity | (97,500) | |||
Conversion to equity | ||||
Repayments | (60,000) | (150,000) | ||
Recognition of debt discount | ||||
Accretion of interest expense | ||||
Amortization of debt discount | ||||
Outstanding ending | 715,000 | 697,500 | ||
Less: current portion | (715,000) | (430,000) | ||
Non-current portion | [1] | $ 267,500 | ||
[1] | As of December 31, 2017 and 2016, the Company reclassified principal in the aggregate amount of $194,282 and $297,756, respectively (net of debt discount of $1,256 and $27,244, respectively), and accrued interest in the aggregate amount of $9,591 and $7,681, 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, 2017 and 2016, respectively. See Note 12 – Subsequent Events for additional details regarding notes payable. | |||
[2] | As of December 31, 2017, a designated portion of convertible notes with an aggregate principal balance of $1,777,788 was convertible into shares of common stock at the election of the holder any time immediately until the balance has been paid in full. As of December 31, 2017 and 2016, a designated portion of convertible notes with an aggregate principal balance of $252,082 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 $196,666 and $296,250 of principal into shares of common stock at December 31, 2017 and 2016, respectively, at the same conversion price. | |||
[3] | In connection with certain note extensions during the year ended December 31, 2017, the Company and a certain lender agreed to add embedded conversion options, permitting principal and the respective accrued interest to be convertible into shares of the Company’s common stock at the election of the lender any time until the balance has been paid in full. See Note 7 – Notes Payable – Convertible Notes and Note 11 – Derivative Liabilities for additional details regarding the embedded conversion options. |
Notes Payable - Schedule of N41
Notes Payable - Schedule of Notes Payable Activity (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Debt instrument, face amount | $ 252,082 | $ 390,000 | |
Debt conversion, converted instrument, amount | 495,197 | 325,000 | |
Notes payable, non-current portion | [1] | 194,282 | 297,756 |
Debt discount | 619,266 | 542,336 | |
Accrued interest | 9,591 | 7,681 | |
Maximum [Member] | |||
Debt conversion, converted instrument, amount | 196,666 | 296,250 | |
Convertible Notes Payable [Member] | |||
Debt instrument, face amount | 1,777,788 | ||
Debt conversion, converted instrument, amount | 495,197 | 325,000 | |
Notes payable, non-current portion | [1] | 195,538 | 45,000 |
Debt discount | |||
Notes Payable [Member] | |||
Debt conversion, converted instrument, amount | 637,250 | ||
Debt discount | $ 1,256 | $ 27,244 | |
[1] | As of December 31, 2017 and 2016, the Company reclassified principal in the aggregate amount of $194,282 and $297,756, respectively (net of debt discount of $1,256 and $27,244, respectively), and accrued interest in the aggregate amount of $9,591 and $7,681, respectively, to notes payable, non-current portion, net of debt discount and accrued interest, non-current portion, respectively, on the consolidated balance sheets related to outstanding notes payable that were converted into or exchanged for shares of common stock and warrants subsequent to December 31, 2017 and 2016, respectively. See Note 12 – Subsequent Events for additional details regarding notes payable. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal and state net operating losses | $ 8,400,000 | $ 9,200,000 |
Income tax expire year description | Expire from 2029 to 2037 | |
Maximum ownership changes percentage | 50.00% | |
Net operating loss federal not being realizable | $ 28,200,000 | |
Net operating loss deferred tax assets | $ 2,176,000 | $ 3,495,000 |
U.S corporate tax rate | (34.00%) | (34.00%) |
Income tax expenses benefit | ||
Tax Cuts and Jobs Act [Member] | ||
U.S corporate tax rate | 35.00% | |
U.S corporate tax reduction percentage | 21.00% | |
Income tax expenses benefit | $ 2,300,000 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (9,444,655) | $ (8,627,380) |
Foreign | (8,912) | |
Loss before income taxes | $ (9,444,655) | $ (8,636,292) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilites (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,176,000 | $ 3,495,000 |
Stock-based compensation | 2,873,000 | 2,868,000 |
Accruals | 48,000 | 237,000 |
Research & development tax credits | 340,000 | 192,000 |
Other | 1,000 | 2,000 |
Gross deferred tax assets | 5,438,000 | 6,794,000 |
Fixed assets | (34,000) | (97,000) |
Intangible assets | (16,000) | (18,000) |
Gross deferred tax liabilities | (50,000) | (115,000) |
Net deferred tax assets | 5,388,000 | 6,679,000 |
Valuation allowance | (5,388,000) | (6,679,000) |
Deferred tax asset, net of valuation allowance | ||
Changes in valuation allowance | $ (1,291,000) | $ 3,271,520 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | 1,385,000 | (2,927,149) |
State and local, Current | ||
State and local, Deferred | (94,000) | (344,371) |
Income tax provision (benefit) before change in valuation allowance | 1,291,000 | (3,271,520) |
Change in valuation allowance | (1,291,000) | 3,271,520 |
Income tax provision (benefit) |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (4.00%) | (4.00%) |
Permanent differences | (0.00%) | 0.40% |
Change in tax rates | 24.70% | 0.00% |
Research & development tax credits | (1.60%) | (0.60%) |
Impact of Section 382 limit | 28.30% | 0.00% |
True-ups and other | 0.30% | 0.30% |
Change in valuation allowance | (13.70%) | 37.90% |
Effective income tax rate | 0.00% | 0.00% |
Commitments and Contingencies47
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017USD ($)ft²$ / sharesshares | Dec. 31, 2016USD ($) | |
Security deposit | $ 22,100 | $ 34,176 |
Exercise price per share | $ / shares | $ 4 | |
Loss on settlement of notes payable, net | $ (59,938) | (58,787) |
Melville Lease [Member] | ||
Land subject to ground leases | ft² | 6,800 | |
Lease expiration term | 2020-03 | |
Security deposit | $ 45,900 | |
Payments of rent | 11,724 | |
Received rent payments | 21,237 | 20,912 |
Rent expense | 115,885 | 124,038 |
Melville Lease [Member] | Minimum [Member] | ||
Accrued rent | 132,600 | |
Melville Lease [Member] | Maximum [Member] | ||
Accrued rent | 149,260 | |
Business Advisory Services [Member] | ||
Consulting expense | 180,000 | 180,000 |
Business Advisory Services [Member] | Extension 1 [Member] | ||
Additional monthly fee for services rendered | $ 15,000 | |
Warrant term | 5 years | |
Warrants to purchase common stock | shares | 10,000 | |
Exercise price per share | $ / shares | $ 12 | |
Business Advisory Services [Member] | Extension 2 [Member] | ||
Warrant term | 5 years | |
Warrants to purchase common stock | shares | 10,000 | |
Exercise price per share | $ / shares | $ 10 | |
Proceeds from issuance of warrants | $ 74,923 | |
Employment Agreements [Member] | Chief Executive Officer [Member] | ||
Severance costs | 100,000 | |
Employment Agreements [Member] | Two Other Employees [Member] | ||
Severance costs | 175,000 | |
Chief Executive Officer Employment Agreements [Member] | ||
Severance costs | 300,000 | |
Employment Agreement [Member] | ||
Bonus payments | 191,000 | |
Employment Agreement [Member] | 2016 Bonus Milestones Probable to be Achieved [Member] | ||
Bonus payments | 100,000 | |
Employment Agreement [Member] | 2016 Bonus Milestones Achieved [Member] | ||
Bonus payments | 87,000 | |
Employment Agreement [Member] | 2017 Bonus Milestones Achieved [Member] | ||
Bonus payments | 0 | |
Employment Agreement [Member] | Maximum [Member] | ||
Cash bonuses | $ 402,500 | $ 322,000 |
Consulting Agreement [Member] | Extension 3 [Member] | ||
Warrant term | 5 years | |
Warrants to purchase common stock | shares | 25,000 | |
Exchange Agreement[Member] | ||
Warrant term | 5 years | |
Warrants to purchase common stock | shares | 10,000 | |
Exercise price per share | $ / shares | $ 4 | |
Consulting expense | $ 30,000 | |
Debt conversion, converted instrument, shares issued | shares | 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) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 140,918 |
2,019 | 148,172 |
2,020 | 37,315 |
Total | $ 326,405 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Nov. 15, 2017 | Jul. 12, 2017 | Apr. 05, 2017 | Mar. 02, 2017 | Feb. 14, 2017 | Aug. 31, 2016 | Aug. 30, 2016 | Jun. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 10, 2017 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, par value | 0.01 | $ 0.01 | ||||||||||
Exercise price per share | $ 4 | |||||||||||
Retirement of treasury shares | $ 48,875 | |||||||||||
Stock based compensation expenses | 3,600,804 | 2,536,785 | ||||||||||
Warrant modification charge | $ 114,821 | $ 96,634 | ||||||||||
Earliest date of expiration of warrants | Dec. 31, 2017 | |||||||||||
Latest date of expiration of warrants | Dec. 29, 2021 | |||||||||||
Earliest date of expiration of warrants, new | Dec. 31, 2019 | |||||||||||
Latest date of expiration of warrants, new | Jun. 28, 2022 | |||||||||||
Weighted average estimated fair value of the options granted per share | $ 1.54 | |||||||||||
Weighted average estimated fair value of the warrants granted per share | $ 1.18 | |||||||||||
Number of shares vested | 192,333 | |||||||||||
Board of Directors [Member] | ||||||||||||
Retirement of treasury shares | $ 35,432 | |||||||||||
Stock Offering One [Member] | ||||||||||||
Warrants to purchase common stock | 361,335 | 444,444 | ||||||||||
Warrant term | 5 years | 8 months 12 days | ||||||||||
Exercise price per share | $ 4 | |||||||||||
Gross proceeds from warrants | $ 1,084,000 | |||||||||||
Fair value of warrant | 601,595 | |||||||||||
Stock Offering Two [Member] | ||||||||||||
Warrants to purchase common stock | 400,000 | |||||||||||
Warrant term | 1 year | |||||||||||
Stock Offering Three [Member] | ||||||||||||
Warrants to purchase common stock | 956,733 | |||||||||||
Warrant term | 5 years | |||||||||||
Warrants [Member] | ||||||||||||
Warrants to purchase common stock | 20,000 | |||||||||||
Warrant term | 5 years | |||||||||||
Exercise price per share | $ 4.50 | |||||||||||
Stock based compensation expenses | $ 30,440 | |||||||||||
Warrant modification charge | $ 18,962 | |||||||||||
Stock Warrants [Member] | ||||||||||||
Number of common stock issued | 410,625 | |||||||||||
Exercise price per share | $ 2 | |||||||||||
Gross proceeds from warrants | $ 821,250 | |||||||||||
Stock based compensation expenses | 167,912 | $ 62,908 | ||||||||||
Warrant modification charge | $ 6,618 | |||||||||||
Warrant Modification and Exercise [Member] | ||||||||||||
Warrants to purchase common stock | 50,000 | |||||||||||
Gross proceeds from warrants | $ 175,000 | |||||||||||
Warrant modification charge | $ 4,500 | |||||||||||
Warrant Modification and Exercise [Member] | Tranches [Member] | ||||||||||||
Warrants to purchase common stock | 35,000 | |||||||||||
Warrant Modification and Exercise One [Member] | ||||||||||||
Warrants to purchase common stock | 1,219,444 | |||||||||||
Stock Options [Member] | ||||||||||||
Warrants to purchase common stock | 1,219,450 | 1,117,000 | ||||||||||
Exercise price per share | $ 5.70 | |||||||||||
Incremental value of modified stock options | $ 430,394 | |||||||||||
Stock option term | 10 years | |||||||||||
Number of option to purchase shares | 283,336 | |||||||||||
Option grant date fair value | $ 3,070,600 | |||||||||||
Stock Options [Member] | One Year Anniversary [Member] | ||||||||||||
Number of option to purchase shares | 372,338 | |||||||||||
Stock Options [Member] | Two Year Anniversary [Member] | ||||||||||||
Number of option to purchase shares | 372,332 | |||||||||||
Stock Options [Member] | Three Year Anniversary [Member] | ||||||||||||
Number of option to purchase shares | 88,994 | |||||||||||
Common Stock and Warrant Offerings [Member] | ||||||||||||
Number of common stock issued | 956,883 | |||||||||||
Warrants to purchase common stock | 371,335 | 1,801,177 | ||||||||||
Gross proceeds from warrants | $ 3,498,338 | |||||||||||
Fair value of warrant | $ 2,054,144 | |||||||||||
Stock Warrants [Member] | ||||||||||||
Exercise price per share | $ 4 | |||||||||||
Warrant Exercises [Member] | ||||||||||||
Warrants to purchase common stock | 60,831 | |||||||||||
Exercise price per share | $ 3.50 | $ 3.50 | ||||||||||
Gross proceeds from warrants | $ 212,898 | |||||||||||
Warrant modification charge | $ 23,448 | |||||||||||
Stock Warrants One [Member] | ||||||||||||
Warrants to purchase common stock | 44,166 | |||||||||||
Exercise price per share | $ 4 | |||||||||||
Warrant modification charge | $ 5,038 | |||||||||||
Two Year Warrants [Member] | Stock Warrants [Member] | ||||||||||||
Warrants to purchase common stock | 102,656 | |||||||||||
Exercise price per share | $ 4 | |||||||||||
Stock Options [Member] | ||||||||||||
Warrants to purchase common stock | 827,000 | |||||||||||
Exercise price per share | $ 3.73 | |||||||||||
Consultant [Member] | ||||||||||||
Number of common stock issued for services | 10,000 | 54,901 | ||||||||||
Number of common stock issued for services, value | $ 20,000 | $ 116,958 | ||||||||||
Purchase of treasury shares | 7,500 | |||||||||||
Purchase of treasury shares fair value | $ 16,875 | |||||||||||
Consultant [Member] | Stock Warrants [Member] | ||||||||||||
Warrants to purchase common stock | 25,000 | 25,000 | 40,000 | |||||||||
Warrant term | 5 years | 5 years | ||||||||||
Exercise price per share | $ 4 | $ 4 | $ 4 | |||||||||
Stock based compensation expenses | $ 40,275 | $ 40,763 | $ 62,908 | |||||||||
Consultant [Member] | Stock Warrants [Member] | October 1, 2017 To May 31, 2018 [Member] | ||||||||||||
Warrants to purchase common stock | 35,000 | |||||||||||
Warrant term | 5 years | |||||||||||
Exercise price per share | $ 4 | |||||||||||
Stock based compensation expenses | $ 56,434 | |||||||||||
Consultant One [Member] | ||||||||||||
Number of common stock issued for services | 13,208 | |||||||||||
Number of common stock issued for services, value | $ 27,553 | |||||||||||
Minimum [Member] | Stock Warrants [Member] | ||||||||||||
Exercise price per share | $ 4 | |||||||||||
Minimum [Member] | Warrant Modification and Exercise [Member] | ||||||||||||
Exercise price per share | 3.50 | |||||||||||
Minimum [Member] | Stock Options [Member] | ||||||||||||
Exercise price per share | $ 4.70 | $ 2.80 | ||||||||||
Minimum [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||
Exercise price per share | $ 4 | |||||||||||
Minimum [Member] | Warrant And Option Valuation [Member] | ||||||||||||
Estimated forfeitures related to option grants at an annual rate | 0.00% | |||||||||||
Minimum [Member] | Stock Warrants [Member] | ||||||||||||
Exercise price per share | $ 4.50 | |||||||||||
Minimum [Member] | Warrant Exercises [Member] | ||||||||||||
Exercise price per share | 4 | |||||||||||
Minimum [Member] | Stock Warrants One [Member] | ||||||||||||
Exercise price per share | 6 | |||||||||||
Maximum [Member] | Stock Warrants [Member] | ||||||||||||
Exercise price per share | 30 | |||||||||||
Maximum [Member] | Warrant Modification and Exercise [Member] | ||||||||||||
Exercise price per share | 30 | |||||||||||
Maximum [Member] | Stock Options [Member] | ||||||||||||
Exercise price per share | $ 30 | $ 3.35 | ||||||||||
Maximum [Member] | Common Stock and Warrant Offerings [Member] | ||||||||||||
Exercise price per share | 5 | |||||||||||
Maximum [Member] | Warrant And Option Valuation [Member] | ||||||||||||
Estimated forfeitures related to option grants at an annual rate | 5.00% | |||||||||||
Maximum [Member] | Stock Warrants [Member] | ||||||||||||
Exercise price per share | $ 10 | |||||||||||
Maximum [Member] | Warrant Exercises [Member] | ||||||||||||
Exercise price per share | 15 | |||||||||||
Maximum [Member] | Stock Warrants One [Member] | ||||||||||||
Exercise price per share | $ 15 | |||||||||||
2010 Equity Participation Plan [Member] | Minimum [Member] | ||||||||||||
Common stock, shares authorized | 2,250,000 | |||||||||||
2010 Equity Participation Plan [Member] | Maximum [Member] | ||||||||||||
Common stock, shares authorized | 4,250,000 | |||||||||||
Expiration Dates Extend [Member] | ||||||||||||
Warrants to purchase common stock | 53,291 | |||||||||||
Exercise Price Reduced [Member] | ||||||||||||
Warrants to purchase common stock | 1,233,931 | |||||||||||
Stock Options [Member] | ||||||||||||
Weighted average estimated fair value of the options granted per share | $ 2.75 | |||||||||||
Stock Options [Member] | ||||||||||||
Warrants to purchase common stock | 15,000 | 15,000 | ||||||||||
Exercise price per share | $ 3.10 | $ 3.70 | ||||||||||
Fair value of warrant | $ 41,000 | |||||||||||
Weighted average estimated fair value of the options granted per share | $ 3.24 | |||||||||||
Stock options term | 10 years | 10 years | 10 years | |||||||||
Shares vested term | 2 years | 3 years | 3 years | |||||||||
Stock option grant date fair value | $ 2,682,800 | |||||||||||
Number of shares vested | 52,900 | |||||||||||
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 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Share Based Payment Award Stock Warrants Valuation Assumptions (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rate | 1.74% | 0.44% |
Contractual term (years) | 2 years | 8 months 2 days |
Expected volatility | 120.00% | 124.00% |
Maximum [Member] | ||
Risk free interest rate | 2.07% | 2.07% |
Contractual term (years) | 5 years | 5 years |
Expected volatility | 132.00% | 152.00% |
Stockholders' Deficiency - Summ
Stockholders' Deficiency - Summary of Warrant Activity (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Number of Warrants Exercisable, Balance | shares | 1,928,380 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 7.53 | |
Weighted Average Exercise Price Outstanding, Issued | 3.23 | |
Weighted Average Exercise Price Outstanding, Expired | 3.69 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 4.25 | |
Weighted Average Exercise Price Exercisable, Balance | $ 4.73 | |
Weighted Average Remaining Life In Years Outstanding | 7 years 10 months 25 days | |
Weighted Average Remaining Life In Years Exercisable | 7 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 490,800 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 103,668 | |
Warrant [Member] | ||
Number of Warrants Outstanding, Beginning Balance | shares | 2,953,651 | |
Number of Warrants Outstanding, Issued | shares | 1,011,598 | |
Number of Warrants Outstanding, Exercised | shares | (460,625) | |
Number of Warrants Outstanding, Expired | shares | (69,490) | |
Number of Warrants Outstanding, Ending Balance | shares | 3,435,134 | |
Number of Warrants Exercisable, Balance | shares | 3,435,134 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 5.40 | [1] |
Weighted Average Exercise Price Outstanding, Issued | 4.01 | |
Weighted Average Exercise Price Outstanding, Exercised | 2.16 | |
Weighted Average Exercise Price Outstanding, Expired | 17.19 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 4.47 | |
Weighted Average Exercise Price Exercisable, Balance | $ 4.47 | |
Weighted Average Remaining Life In Years Outstanding | 2 years 9 months 18 days | |
Weighted Average Remaining Life In Years Exercisable | 2 years 9 months 18 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 Modifications and Exercises, 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. |
Stockholders' Deficiency - Su52
Stockholders' Deficiency - Summary of Warrant Activity (Details) (Parenthetical) - $ / shares | Dec. 31, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Exercise price per share | $ 4 | ||
Warrant Exercises [Member] | |||
Exercise price per share | $ 3.50 | $ 3.50 | |
Warrant [Member] | |||
Warrants to purchase shares of common stock | 35,000 | ||
Exercise price per share | $ 30 |
Stockholders' Deficiency - Sc53
Stockholders' Deficiency - Schedule of Stock Warrant (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 3,435,134 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 9 months 18 days |
Warrants Exercisable, Exercisable Number of Warrants | 3,435,134 |
Exercise Price One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 2,935,892 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 8 months 12 days |
Warrants Exercisable, Exercisable Number of Warrants | 2,935,892 |
Exercise Price Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 369,739 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 4 months 24 days |
Warrants Exercisable, Exercisable Number of Warrants | 369,739 |
Exercise Price Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 40,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 7 months 6 days |
Warrants Exercisable, Exercisable Number of Warrants | 40,000 |
Exercise Price Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 2,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year 10 months 25 days |
Warrants Exercisable, Exercisable Number of Warrants | 2,500 |
Exercise Price Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 40,400 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 2 months 12 days |
Warrants Exercisable, Exercisable Number of Warrants | 40,400 |
Exercise Price Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 35,435 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year 8 months 12 days |
Warrants Exercisable, Exercisable Number of Warrants | 35,435 |
Exercise Price Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 11,168 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 7 months 6 days |
Warrants Exercisable, Exercisable Number of Warrants | 11,168 |
Minimum [Member] | Exercise Price One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4 |
Minimum [Member] | Exercise Price Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 5 |
Minimum [Member] | Exercise Price Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 6 |
Minimum [Member] | Exercise Price Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 8 |
Minimum [Member] | Exercise Price Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 10 |
Minimum [Member] | Exercise Price Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 15 |
Minimum [Member] | Exercise Price Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 20 |
Maximum [Member] | Exercise Price One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 4.99 |
Maximum [Member] | Exercise Price Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 5.99 |
Maximum [Member] | Exercise Price Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 7.99 |
Maximum [Member] | Exercise Price Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 9.99 |
Maximum [Member] | Exercise Price Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 14.99 |
Maximum [Member] | Exercise Price Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | 19.99 |
Maximum [Member] | Exercise Price Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 80 |
Stockholders' Deficiency - Sc54
Stockholders' Deficiency - Schedule of Share Based Payment Award Stock Option Granted Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options [Member] | ||
Expected dividends | 0.00% | |
Stock Options [Member] | ||
Expected dividends | 0.00% | |
Minimum [Member] | Options [Member] | ||
Risk free interest rate | 1.77% | 1.16% |
Expected term (years) | 5 years 6 months | 5 years 6 months |
Expected volatility | 120.00% | 124.00% |
Maximum [Member] | Options [Member] | ||
Risk free interest rate | 1.88% | 1.53% |
Expected term (years) | 6 years | 10 years |
Expected volatility | 130.00% | 126.00% |
Stockholders' Deficiency - Sc55
Stockholders' Deficiency - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding, beginning | shares | 2,168,950 |
Number of Options, Granted | shares | 1,117,000 |
Number of Options, Forfeited | shares | (163,748) |
Number of Options, Outstanding, ending | shares | 3,122,202 |
Number of Options, Exercisable | shares | 1,928,380 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 7.53 |
Weighted Average Exercise Price, Granted | $ / shares | 3.23 |
Weighted Average Exercise Price, Forfeited | $ / shares | 3.69 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | 4.25 |
Weighted Average Exercise Price Exercisable, Balance | $ / shares | $ 4.73 |
Weighted Average Remaining Life In Years Outstanding | 7 years 10 months 25 days |
Weighted Average Remaining Life In Years Exercisable | 7 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 490,800 |
Aggregate Intrinsic Value, Exercisable | $ | $ 103,668 |
Stockholders' Deficiency - Sc56
Stockholders' Deficiency - Schedule of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 3,122,202 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 1,928,380 |
Exercise Price One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 197,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 0 years |
Options Exercisable, Exercisable Number of Options | |
Exercise Price One [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 2 |
Exercise Price One [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 2.99 |
Exercise Price Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 1,653,667 |
Options Exercisable, Weighted Average Remaining Life In Years | 8 years 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 763,842 |
Exercise Price Two [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 3 |
Exercise Price Two [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 3.99 |
Exercise Price Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 1,194,035 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 3 months 19 days |
Options Exercisable, Exercisable Number of Options | 1,087,038 |
Exercise Price Three [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 4 |
Exercise Price Three [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 4.99 |
Exercise Price Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 5,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 6 months |
Options Exercisable, Exercisable Number of Options | 5,000 |
Exercise Price Four [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 5 |
Exercise Price Four [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 5.99 |
Exercise Price Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 37,500 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 3 months 19 days |
Options Exercisable, Exercisable Number of Options | 37,500 |
Exercise Price Five [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 6 |
Exercise Price Five [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 19.99 |
Exercise Price Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 35,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 2 months 12 days |
Options Exercisable, Exercisable Number of Options | 35,000 |
Exercise Price Six [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 20 |
Exercise Price Six [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ / shares | $ 30 |
Stockholders' Deficiency - Sc57
Stockholders' Deficiency - Schedule of Stock Option Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options [Member] | ||
Unrecognized expense | $ 2,482,937 | |
Option [Member] | ||
Stock-based compensation expense | $ 3,412,892 | $ 2,373,794 |
Weighted Average Remaining Amortization Period | 1 year 6 months | |
Consulting [Member] | Options [Member] | ||
Stock-based compensation expense | $ 1,558,392 | |
Unrecognized expense | $ 1,070,059 | |
Weighted Average Remaining Amortization Period | 1 year 2 months 12 days | |
Research and Development Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 481,041 | 492,061 |
Unrecognized expense | $ 564,486 | |
Weighted Average Remaining Amortization Period | 2 years | |
General and Administrative Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 1,373,459 | 1,001,445 |
Unrecognized expense | $ 848,392 | |
Weighted Average Remaining Amortization Period | 1 year 4 months 24 days | |
Consulting Expense [Member] | Options [Member] | ||
Stock-based compensation expense | $ 880,288 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair value of derivative liabilities | $ 107,039 | |||
Reclassification of derivative liabilities | 9,019 | |||
Level 3 [Member] | ||||
Fair value assumptions, expected volatility rate | 129.00% | |||
Fair value assumptions expected dividends | 0.00% | |||
Minimum [Member] | Level 3 [Member] | ||||
Fair value assumptions risk-free rate | 1.28% | |||
Fair value assumptions expected terms | 0 years | |||
Maximum [Member] | Level 3 [Member] | ||||
Fair value assumptions risk-free rate | 1.39% | |||
Fair value assumptions expected terms | 1 month 9 days | |||
Warrants Issued with Convertible Notes Payable [Member] | ||||
Derivative liabilities | $ 80,014 | $ 80,014 | $ 80,014 | |
Fair value assumptions, expected volatility rate | 130.00% | |||
Fair value assumptions expected terms | 5 years | |||
Fair value assumptions expected dividends | 0.00% | |||
Warrants Issued with Convertible Notes Payable [Member] | Minimum [Member] | ||||
Fair value assumptions risk-free rate | 2.06% | |||
Warrants Issued with Convertible Notes Payable [Member] | Maximum [Member] | ||||
Fair value assumptions risk-free rate | 2.07% | |||
Embedded Conversion Options of Convertible Notes Payable [Member] | Level 3 [Member] | ||||
Derivative liabilities | $ 252,117 | $ 252,117 | $ 252,117 | |
Fair value assumptions expected dividends | 0.00% | |||
Embedded Conversion Options of Convertible Notes Payable [Member] | Minimum [Member] | Level 3 [Member] | ||||
Fair value assumptions, expected volatility rate | 123.00% | |||
Fair value assumptions risk-free rate | 1.22% | |||
Fair value assumptions expected terms | 1 month 13 days | |||
Embedded Conversion Options of Convertible Notes Payable [Member] | Maximum [Member] | Level 3 [Member] | ||||
Fair value assumptions, expected volatility rate | 133.00% | |||
Fair value assumptions risk-free rate | 1.53% | |||
Fair value assumptions expected terms | 10 months 28 days |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | ||
Issuance of derivative liabilities | 332,131 | |
Reclassification of derivative liabilities to equity | (9,019) | |
Change in fair value of derivative liabilities | 107,039 | |
Derivative liabilities, ending balance | $ 216,073 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt instrument, face amount | $ 252,082 | $ 390,000 |
Proceeds from issuance of note | 2,542,222 | 1,894,000 |
Debt discount | 336,229 | 152,720 |
Amortization of debt discount | 619,266 | $ 542,336 |
Repayment of debt | $ 119,583 | |
Warrant exercise price | $ 4 | |
Options exercise price | $ 3.23 | |
Convertible Notes [Member] | ||
Debt instrument, face amount | $ 495,197 | |
Accrued interest | $ 29,338 | |
Minimum [Member] | Convertible Notes [Member] | ||
Debt instrument, convertible, conversion price | $ 1.75 | |
Maximum [Member] | Convertible Notes [Member] | ||
Debt instrument, convertible, conversion price | $ 2.77 | |
Subsequent Event [Member] | ||
Aggregate principal amount of convertible notes payable | $ 414,000 | |
Proceeds from issuance of note | 396,250 | |
Debt discount | $ 17,750 | |
Debt maturity date description | maturity dates ranging between August 2018 through December 2018 | |
Debt conversion amount | $ 117,917 | |
Repayment of debt | 92,163 | |
Convertible and notes payable related party | $ 25,000 | |
Warrants to purchase common stock | 226,084 | |
Warrant exercise price | $ 2 | |
Accrued consulting fees | $ 38,000 | |
Proceeds from issuance of warrants | $ 414,168 | |
Subsequent Event [Member] | Two-Year Warrants [Member] | ||
Warrants to purchase common stock | 56,521 | |
Warrant exercise price | $ 4 | |
Subsequent Event [Member] | Consulting Agreement [Member] | ||
Description on expiration of agreement | January 1, 2018 to December 31, 2018 | |
Warrants to purchase common stock | 30,000 | |
Warrant exercise price | $ 4 | |
Subsequent Event [Member] | Lender [Member] | ||
Number of common stock shares issued | 12,000 | |
Amortization of debt discount | $ 8,000 | |
Subsequent Event [Member] | Lender [Member] | Three-Month Notes Payable [Member] | ||
Debt instrument, face amount | 58,000 | |
Proceeds from issuance of note | $ 50,000 | |
Subsequent Event [Member] | Lender One [Member] | ||
Number of common stock shares issued | 1,500 | |
Subsequent Event [Member] | Senior VP [Member] | ||
Option to purchase shares of common stock | 500,000 | |
Options exercise price | $ 3.40 | |
Options expiration term | 10 years | |
Subsequent Event [Member] | Chief Executive Officer [Member] | Employment Agreement [Member] | ||
Compensation description | Companys Compensation Committee approved the extension of the CEOs employment agreement from March 31, 2018 to December 31, 2019. In connection with the extension, the CEO is entitled to new performance-based cash bonuses payable for the years ending December 31, 2018 and 2019, such that an aggregate of up to 50% of the CEO's then annual base salary per annum could be earned for such year pursuant to the satisfaction of such goals. | |
Subsequent Event [Member] | Convertible Notes [Member] | ||
Debt conversion portion of principal amount | $ 55,000 | |
Debt conversion, accrued interest | $ 55,000 | |
Debt conversion, description | The convertible notes are convertible as follows: (i) $184,000 of aggregate principal and the respective interest is convertible into shares of the Companys common stock at the election of the respective holder at any time immediately on or after the issue dates until the respective balances has been paid in full, (ii) $175,000 of principal and the respective interest is convertible into shares of the Companys common stock at the election of the holder after the 180th day following the issue date until the respective balance has been paid in full, (iii) $55,000 of principal and respective interest is convertible into shares of the Companys stock at the election of the Company during the five days prior to maturity and ending on the day immediately prior to maturity; | |
Debt issuance cost | $ 25,750 | |
Subsequent Event [Member] | Convertible Notes [Member] | Lender [Member] | ||
Number of common stock shares issued | 71,963 | |
Accrued interest | $ 7,172 | |
Subsequent Event [Member] | Convertible Notes One [Member] | ||
Debt instrument, face amount | $ 77,621 | |
Number of common stock shares issued | 39,733 | |
Accrued interest | $ 5,283 | |
Subsequent Event [Member] | Notes Payable [Member] | Lender [Member] | ||
Debt instrument, face amount | $ 788,982 | |
Debt maturity date description | December 2017 to March 2018 to new maturity dates ranging from March 2018 to August 2018 | |
Number of common stock shares issued | 19,500 | |
Subsequent Event [Member] | New Interest Rate of 8% Per Annum is Effective February 8, 2018 [Member] | ||
Debt instrument interest rate | 8.00% | |
Subsequent Event [Member] | Minimum [Member] | ||
Debt instrument interest rate | 10.00% | |
Debt instrument, convertible, conversion price | $ 0.75 | |
Debt conversion fair value percentage | 50.00% | |
Warrant exercise price | $ 4 | |
Subsequent Event [Member] | Minimum [Member] | Lender [Member] | ||
Debt instrument, convertible, conversion price | 1.58 | |
Subsequent Event [Member] | Minimum [Member] | Convertible Notes One [Member] | ||
Debt instrument, convertible, conversion price | $ 1.90 | |
Subsequent Event [Member] | Minimum [Member] | Notes Payable [Member] | Lender [Member] | ||
Debt instrument interest rate | 0.00% | |
Subsequent Event [Member] | Maximum [Member] | ||
Debt instrument interest rate | 12.00% | |
Debt instrument, convertible, conversion price | $ 1 | |
Debt conversion fair value percentage | 65.00% | |
Warrant exercise price | $ 5 | |
Subsequent Event [Member] | Maximum [Member] | Lender [Member] | ||
Debt instrument, convertible, conversion price | 2.11 | |
Subsequent Event [Member] | Maximum [Member] | Convertible Notes One [Member] | ||
Debt instrument, convertible, conversion price | $ 2.38 |