Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | CARDAX, INC. |
Entity Central Index Key | 0001544238 |
Document Type | S-1/A |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | |||
Cash | $ 7,470 | $ 243,753 | $ 2,236,837 |
Accounts receivable | 185,419 | 157,082 | 37,243 |
Inventories | 1,307,727 | 1,480,380 | 340,425 |
Deposits and other assets | 119,066 | 119,066 | 90,831 |
Prepaid expenses | 45,096 | 24,083 | 22,838 |
Total current assets | 1,664,778 | 2,024,364 | 2,728,174 |
PROPERTY AND EQUIPMENT, net | 1,901 | ||
INTANGIBLE ASSETS, net | 427,621 | 434,534 | 426,610 |
RIGHT TO USE LEASED ASSETS | 22,015 | ||
TOTAL ASSETS | 2,114,414 | 2,458,898 | 3,156,685 |
CURRENT LIABILITIES | |||
Accrued payroll and payroll related expenses, current portion | 3,471,812 | 3,428,011 | 3,404,610 |
Accounts payable and accrued expenses | 1,706,117 | 1,996,097 | 603,391 |
Fees payable to directors | 418,546 | 418,546 | 418,546 |
Accrued separation costs, current portion | 9,000 | 9,000 | |
Current portion of related party notes payable | 575,000 | ||
Related party convertible note payable | 537,848 | ||
Convertible notes payable, net of discount | 256,698 | ||
Employee settlement | 50,000 | 50,000 | 50,000 |
Lease liability, current portion | 17,129 | ||
Derivative liability on convertible note payable | 246,414 | ||
Total current liabilities | 7,288,564 | 5,901,654 | 4,476,547 |
NON-CURRENT LIABILITIES | |||
Related party notes payable, net of current portion | 1,000,000 | ||
Accrued separation costs, less current portion | 85,885 | 92,635 | 85,615 |
Lease liability, less current portion | 4,886 | ||
Total non-current liabilities | 1,090,771 | 92,635 | |
COMMITMENTS AND CONTINGENCIES | |||
Total liabilities | 8,379,335 | 5,994,289 | 4,562,162 |
STOCKHOLDERS' DEFICIT | |||
Preferred Stock, value | |||
Common stock, value | 137,262 | 133,889 | 122,675 |
Additional paid-in-capital | 59,191,875 | 58,274,038 | 56,401,069 |
Deferred compensation | (10,125) | ||
Accumulated deficit | (65,594,058) | (61,943,318) | (57,919,096) |
Total stockholders' deficit | (6,264,921) | (3,535,391) | (1,405,477) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,114,414 | $ 2,458,898 | $ 3,156,685 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued | 137,261,594 | 133,888,573 | 122,674,516 |
Common stock, shares outstanding | 137,261,594 | 133,888,573 | 122,674,516 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||||
REVENUES, net | $ 229,142 | $ 549,540 | $ 439,505 | $ 1,134,899 | $ 1,510,875 | $ 610,323 |
COST OF GOODS SOLD | 120,818 | 240,152 | 254,479 | 521,353 | 699,852 | 274,707 |
GROSS PROFIT | 108,324 | 309,388 | 185,026 | 613,546 | 811,023 | 335,616 |
OPERATING EXPENSES: | ||||||
Salaries and wages | 387,636 | 387,119 | 1,177,362 | 1,202,576 | 1,591,949 | 830,922 |
Professional fees | 375,298 | 225,875 | 817,546 | 637,042 | 797,833 | 435,749 |
Selling, general, and administrative expenses | 206,042 | 350,630 | 731,487 | 1,168,747 | 1,493,819 | 702,168 |
Stock based compensation | 175,712 | 180,562 | 534,774 | 443,249 | 650,271 | 242,146 |
Research and development | 145,273 | 86,115 | 250,141 | 214,093 | 269,077 | 97,479 |
Depreciation and amortization | 10,074 | 6,718 | 29,102 | 23,853 | 30,569 | 29,422 |
Total operating expenses | 1,300,035 | 1,237,019 | 3,540,412 | 3,689,560 | 4,833,518 | 2,337,886 |
Loss from operations | (1,191,711) | (927,631) | (3,355,386) | (3,076,014) | (4,022,495) | (2,002,270) |
OTHER INCOME (EXPENSE): | ||||||
Interest income | 3 | 7 | 5 | 1,941 | 1,944 | 3,320 |
Other income | 556 | 556 | 17,253 | |||
Change in fair value of derivative liability | (20,524) | (3,139) | ||||
Loss on abandonment of patents | (36,205) | (36,205) | ||||
Interest expense | (185,189) | (1,264) | (256,015) | (3,356) | (4,227) | (3,537) |
Total other (expense) income, net | (241,915) | (1,257) | (295,354) | (859) | (1,727) | 17,036 |
Loss before the provision for income taxes | (1,433,626) | (928,888) | (3,650,740) | (3,076,873) | (4,024,222) | (1,985,234) |
PROVISION FOR INCOME TAXES | ||||||
NET LOSS | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
NET LOSS PER SHARE | ||||||
Basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
Diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||||
Basic | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Diluted | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholder Deficit - USD ($) | Common Stock [Member] | Additional Paid-In-Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 85,069 | $ 51,963,269 | $ (55,933,862) | $ (3,885,524) | |
Balance, shares at Dec. 31, 2016 | 85,068,709 | ||||
Common stock grants to independent directors | $ 793 | 149,207 | 150,000 | ||
Common stock grants to independent directors, shares | 793,025 | ||||
Common stock issuance to institutional investor | $ 568 | 59,432 | 60,000 | ||
Common stock issuance to institutional investor, shares | 567,644 | ||||
Restricted stock issuances | $ 34,108 | 4,044,327 | 4,078,435 | ||
Restricted stock issuances, shares | 34,107,883 | ||||
Restricted stock issuance to a broker for fees | $ 559 | 44,141 | 44,700 | ||
Restricted stock issuance to a broker for fees, shares | 558,750 | ||||
Stock option exercises - cashless | $ 645 | (645) | |||
Stock option exercises - cashless, shares | 645,288 | 770,000 | |||
Warrant exercise | $ 733 | 39,267 | $ 40,000 | ||
Warrant exercise, shares | 733,217 | ||||
Deferred compensation | $ 200 | 40,300 | (10,125) | 30,375 | |
Deferred compensation, shares | 200,000 | ||||
Stock based compensation - options | 61,771 | 61,771 | |||
Net loss | (1,985,234) | (1,985,234) | |||
Balance at Dec. 31, 2017 | $ 122,675 | 56,401,069 | (10,125) | (57,919,096) | (1,405,477) |
Balance, shares at Dec. 31, 2017 | 122,674,516 | ||||
Common stock grants to independent directors | $ 907 | 199,093 | 200,000 | ||
Common stock grants to independent directors, shares | 906,774 | ||||
Stock option exercises - cashless | $ 157 | (157) | |||
Stock option exercises - cashless, shares | 156,997 | ||||
Deferred compensation | 10,125 | 10,125 | |||
Deferred compensation, shares | |||||
Cardax 2018 Warrant Exchange Offering, net | $ 9,600 | 1,234,437 | 1,244,037 | ||
Cardax 2018 Warrant Exchange Offering, net, shares | 9,600,286 | ||||
Stock based compensation - options | 233,124 | 233,124 | |||
Net loss | (3,076,873) | (3,076,873) | |||
Balance at Sep. 30, 2018 | $ 133,339 | 58,067,566 | (60,995,969) | (2,795,064) | |
Balance, shares at Sep. 30, 2018 | 133,338,573 | ||||
Balance at Dec. 31, 2017 | $ 122,675 | 56,401,069 | (10,125) | (57,919,096) | (1,405,477) |
Balance, shares at Dec. 31, 2017 | 122,674,516 | ||||
Common stock grants to independent directors | $ 1,345 | 286,155 | 287,500 | ||
Common stock grants to independent directors, shares | 1,344,274 | ||||
Stock option exercises - cashless | $ 157 | (157) | |||
Stock option exercises - cashless, shares | 156,997 | 200,000 | |||
Deferred compensation | 10,125 | $ 10,125 | |||
Deferred compensation, shares | |||||
Cardax 2018 Warrant Exchange Offering, net | $ 9,600 | 1,234,437 | 1,244,037 | ||
Cardax 2018 Warrant Exchange Offering, net, shares | 9,600,286 | ||||
Stock based compensation - options | 330,146 | 330,146 | |||
Common stock grant to service providers | $ 112 | 22,388 | 22,500 | ||
Common stock grant to service providers, shares | 112,500 | ||||
Net loss | (4,024,222) | (4,024,222) | |||
Balance at Dec. 31, 2018 | $ 133,889 | 58,274,038 | (61,943,318) | (3,535,391) | |
Balance, shares at Dec. 31, 2018 | 133,888,573 | ||||
Balance at Jun. 30, 2018 | $ 123,301 | 56,653,005 | (60,067,081) | (3,290,775) | |
Balance, shares at Jun. 30, 2018 | 123,300,787 | ||||
Common stock grants to independent directors | $ 438 | 87,062 | 87,500 | ||
Common stock grants to independent directors, shares | 437,500 | ||||
Deferred compensation | |||||
Deferred compensation, shares | |||||
Cardax 2018 Warrant Exchange Offering, net | $ 9,600 | 1,234,437 | 1,244,037 | ||
Cardax 2018 Warrant Exchange Offering, net, shares | 9,600,286 | ||||
Stock based compensation - options | 93,062 | 93,062 | |||
Net loss | (928,888) | (928,888) | |||
Balance at Sep. 30, 2018 | $ 133,339 | 58,067,566 | (60,995,969) | (2,795,064) | |
Balance, shares at Sep. 30, 2018 | 133,338,573 | ||||
Balance at Dec. 31, 2018 | $ 133,889 | 58,274,038 | (61,943,318) | (3,535,391) | |
Balance, shares at Dec. 31, 2018 | 133,888,573 | ||||
Common stock grants to independent directors | $ 1,627 | 260,873 | 262,500 | ||
Common stock grants to independent directors, shares | 1,627,191 | ||||
Restricted stock issuances | $ 1,633 | 243,367 | $ 245,000 | ||
Restricted stock issuances, shares | 1,633,330 | ||||
Stock option exercises - cashless, shares | |||||
Stock based compensation - options | 257,875 | $ 257,875 | |||
Common stock grant to service providers | $ 113 | 14,287 | 14,400 | ||
Common stock grant to service providers, shares | 112,500 | ||||
Issuance of warrants attached to a convertible note | 141,435 | 141,435 | |||
Net loss | (3,650,740) | (3,650,740) | |||
Balance at Sep. 30, 2019 | $ 137,262 | 59,191,875 | (65,594,058) | (6,264,921) | |
Balance, shares at Sep. 30, 2019 | 137,261,594 | ||||
Balance at Jun. 30, 2019 | $ 136,641 | 58,908,648 | (64,160,432) | (5,115,143) | |
Balance, shares at Jun. 30, 2019 | 136,640,761 | ||||
Common stock grants to independent directors | $ 583 | 86,917 | 87,500 | ||
Common stock grants to independent directors, shares | 583,333 | ||||
Stock based compensation - options | 84,875 | 84,875 | |||
Common stock grant to service providers | $ 38 | 3,300 | 3,338 | ||
Common stock grant to service providers, shares | 37,500 | ||||
Issuance of warrants attached to a convertible note | 108,135 | 108,135 | |||
Net loss | (1,433,626) | (1,433,626) | |||
Balance at Sep. 30, 2019 | $ 137,262 | $ 59,191,875 | $ (65,594,058) | $ (6,264,921) | |
Balance, shares at Sep. 30, 2019 | 137,261,594 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 10,074 | 6,718 | 29,102 | 23,853 | 30,569 | 29,422 |
Amortization of debt discount | 129,256 | |||||
Stock based compensation | 175,712 | 180,562 | 534,774 | 443,249 | 650,271 | 242,146 |
Bad debt expense on note receivable and accrued interest | 89,933 | 89,933 | ||||
Loss on abandonment of patents | 36,205 | 36,205 | ||||
Change in fair value of derivative liability | 20,524 | 3,139 | ||||
Changes in assets and liabilities: | ||||||
Accounts receivable | 32,333 | (193,168) | 181,960 | (37,243) | ||
Inventories | 172,653 | 14,251 | 97,736 | (329,598) | ||
Deposits and other assets | (118,168) | (118,168) | 32,045 | |||
Prepaid expenses | (21,013) | (1,214) | (1,245) | (2,919) | ||
Accrued payroll and payroll related expenses | 43,801 | 55,230 | 39,421 | (20,239) | ||
Accounts payable and accrued expenses | (350,650) | 50,752 | (146,784) | (9,003) | ||
Accrued separation costs | (6,750) | |||||
Net cash used in operating activities | (3,047,889) | (2,712,155) | (3,200,528) | (2,080,623) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Increase in intangible assets | (58,394) | (30,483) | (36,593) | (19,408) | ||
Net cash used in investing activities | (58,394) | (30,483) | (36,593) | (19,408) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from the issuances of related party notes payable | 1,575,000 | |||||
Proceeds from the issuance of a related party convertible note payable | 750,000 | |||||
Proceeds from the issuances of convertible notes payable | 300,000 | |||||
Proceeds from the issuance of common stock | 245,000 | 704,375 | 1,244,037 | 4,138,435 | ||
Proceeds from the exercise of warrants | 40,000 | |||||
Net cash provided by financing activities | 2,870,000 | 704,375 | 1,244,037 | 4,178,435 | ||
NET DECREASE IN CASH | (236,283) | (2,038,263) | (1,993,084) | 2,078,404 | ||
BEGINNING OF THE PERIOD | 243,753 | 2,236,837 | 2,236,837 | 158,433 | ||
END OF THE PERIOD | $ 7,470 | $ 198,574 | 7,470 | 198,574 | 243,753 | 2,236,837 |
SUPPLEMENTAL DISCLOSURES: | ||||||
Cash paid for interest | 13,937 | 3,356 | 4,227 | 3,537 | ||
Cash paid for income taxes | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Discount recognized on notes payable at issuance | 384,710 | |||||
Conversion of accounts payable into restricted stock | 44,700 | |||||
Settlement of receivables with payables | 60,670 | 221,814 | 301,799 | |||
Purchases of inventory in accounts payable | $ 1,237,691 | |||||
Right to use assets funded through leases | $ 22,015 | $ 539,662 |
Company Background
Company Background | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Company Background | NOTE 1 – COMPANY BACKGROUND The Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Holdings”), was incorporated in the State of Delaware on March 23, 2006. Cardax, Inc. (the “Company”) (OTCQB:CDXI) is a development stage biopharmaceutical company primarily focused on the development of pharmaceuticals for chronic diseases driven by inflammation. The Company also has a commercial business unit that markets dietary supplements for inflammatory health. CDX-101, the Company’s astaxanthin pharmaceutical candidate, is being developed for cardiovascular inflammation and dyslipidemia, with a target initial indication of severe hypertriglyceridemia. CDX-301, the Company’s zeaxanthin pharmaceutical candidate, is being developed for macular degeneration, with a target initial indication of Stargardt disease. The Company’s pharmaceutical candidates are currently in pre-clinical development, including the planning of IND enabling studies. ZanthoSyn® is a physician recommended astaxanthin dietary supplement for inflammatory health. The Company sells ZanthoSyn® primarily through wholesale and e-commerce channels. The safety and efficacy of the Company’s products have not been directly evaluated in clinical trials or confirmed by the FDA. Going concern matters The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying condensed consolidated financial statements, the Company incurred net losses of $1,433,626 and $3,650,740 for the three and nine-months ended September 30, 2019, respectively, and incurred net losses of $928,888 and $3,076,873 for the three and nine-months ended September 30, 2018, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $65,594,058 as of September 30, 2019, and has had negative cash flows from operating activities since inception. The Company expects that its marketing program for ZanthoSyn® will continue to focus on outreach to physicians, healthcare professionals, retail personnel, and consumers, and anticipates further losses in the development of its consumer business. The Company also plans to advance the research and development of its pharmaceutical candidates and anticipates further losses in the development of its pharmaceutical business. As a result of these and other factors, management has determined there is substantial doubt about the Company’s ability to continue as a going concern. During the nine-months ended September 30, 2019, the Company raised additional capital to carry out its business plan. As part of the Company’s efforts, it raised an additional $245,000 in equity from existing stockholders and $2,625,000 in gross proceeds from debt, including $2,325,000 from related parties. On August 14, 2019, the Company filed a registration statement on Form S-1 for a proposed $15 million public offering of common stock and warrants. The Company intends to use the proceeds from the proposed public offering primarily to fund pharmaceutical development and its operations. The Company’s continued ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. | NOTE 1 – COMPANY BACKGROUND The Company’s predecessor, Cardax Pharmaceuticals, Inc. (“Holdings”), was incorporated in the State of Delaware on March 23, 2006. Cardax, Inc. (the “Company”) (OTCQB:CDXI) is a biopharmaceutical company engaged in the development and commercialization of dietary supplements for inflammatory health and pharmaceuticals for chronic diseases driven by inflammation and oxidative stress. The Company’s first commercial product, ZanthoSyn ® ® Going concern matters The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred net losses of $4,024,222 and $1,985,234 for the years ended December 31, 2018 and 2017, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $61,943,318 as of December 31, 2018, and has had negative cash flows from operating activities since inception. The Company expects that its marketing program for ZanthoSyn ® During the year ended December 31, 2018, the Company raised additional capital to carry out its business plan. As part of the Company’s efforts, it raised an additional $1.44 million in gross proceeds through the exchange of 9.6 million warrants via a warrant exchange offering that closed on July 27, 2018. Stock issuance costs associated with this capital raise totaled $196,006, for a net total $1,244,037 raised in this offering. The Company’s continued ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2019 and 2018. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 28, 2019. Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 Hong Kong Nutraceuticals $ - $ 16,413 Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. The Company records shipping charges and sales tax gross in revenues and cost of goods sold. Sales discounts and other adjustments are recorded at the time of sale. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases The Company applied the modified retrospective approach in adopting this standard. The modified retrospective approach includes a number of optional practical expedients that the Company elected to apply; primarily the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. As part of this adoption, the Company will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. This adoption of this standard on January 1, 2019, resulted in the Company recognizing a right-to-use asset and lease liability. The Company elected to not recognize any right-to-use assets or liabilities for leases that are twelve months or less. Lease costs are recognized straight-line over the term of the lease. The adoption of this standard did not impact retained earnings or cash flows of the Company. Derivative financial instruments The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives Other significant accounting policies There have been no other material changes to our significant accounting policies during the nine-months ended September 30, 2019, as compared to the significant accounting policies described in our Annual Report. Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation, such as reclassifying a separation agreement that has terms extending beyond one year. These reclassifications had no effect on the reported results of operations or cash flows. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements have been consistently prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Cardax, Inc., and its wholly owned subsidiary, Cardax Pharma, Inc., and its predecessor, Cardax Pharmaceuticals, Inc., which was merged with and into Cardax, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Estimates in these consolidated financial statements include asset valuations, estimates of future cash flows from and the economic useful lives of long-lived assets, valuations of stock compensation, certain accrued liabilities, income taxes and tax valuation allowances, and fair value estimates. Despite management’s intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from these estimates and assumptions. Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company held no cash equivalents as of December 31, 2018 and 2017. The Company maintains cash deposit accounts at one financial institution. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance at times may exceed these limits. As of December 31, 2018 and 2017, the Company had $0 and $1,988,139, respectively, in excess of federally insured limits on deposit. Accounts receivable Accounts receivable of $157,082 and $37,243 as of December 31, 2018 and 2017, respectively, consists of amounts due from sales of dietary supplements. It is the Company’s policy to provide for an allowance for doubtful collections based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivables are due 60 days after the issuance of the invoice. Receivables past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. There was no allowance necessary as of December 31, 2018 and 2017. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average cost method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory costs include third party costs for finished goods. The Company utilizes contract manufacturers and receives inventory in finished form. The Company provides a reserve against inventory for known or expected inventory obsolescence. The reserve is determined by specific review of inventory items for product age and quality that may affect salability. There were no reserves necessary for inventory as of December 31, 2018 and 2017. Property and equipment, net Property and equipment are recorded at cost, less depreciation. Equipment under capital lease obligations and leasehold improvements are amortized on the straight-line method over the shorter period of the lease term or the estimated useful life of the equipment. Such amortization is included in depreciation and amortization in the consolidated financial statements. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets are as follows. Furniture and office equipment 7 years Research and development equipment 3 to 7 years Information technology equipment 5 years Software 3 years Major additions and improvements are capitalized, and routine expenditures for repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is charged to income for the period. Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets, as appropriate, may not be recoverable. When the sum of the undiscounted future net cash flows expected to result from the use and the eventual disposition is less than the carrying amounts, an impairment loss would be measured based on the discounted cash flows compared to the carrying amounts. There was no impairment charge recorded for the years ended December 31, 2018 and 2017. Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the years ended December 31: Geographical area Source 2018 2017 United States Nutraceuticals $ 1,494,462 $ 610,323 Hong Kong Nutraceuticals $ 16,413 $ - Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. Sales discounts and other adjustments are recorded at the time of sale. Cost of goods sold Cost of goods sold is comprised of costs to manufacture or acquire products sold to customers, direct and indirect distribution costs, and other costs incurred in the sale of goods. Shipping and handling costs Shipping and handling costs are included in cost of goods sold. Shipping and handling costs were $21,603 and $10,366 for the years ended December 31, 2018 and 2017, respectively. Sales and use tax Revenues, as presented on the accompanying income statement, include taxes collected from customers and remitted to governmental authorities. Such taxes were $3,329 and $5,132 for the years ended December 31, 2018 and 2017, respectively. Research and development Research and development costs are expensed as incurred and consists primarily of manufacturing of products, third-party research, laboratory supplies, and scientific advisory boards. The focus of these costs is on the development of astaxanthin, zeaxanthin, and related compounds. For the years ended December 31, 2018 and 2017, research and development costs were $269,077 and $97,479, respectively. Advertising Advertising costs are expensed as incurred and are included as an element of sales and marketing costs in the accompanying consolidated statements of operations. For the years ended December 31, 2018 and 2017, advertising costs were $364,306 and $84,317, respectively. Income taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carry-forwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company files income tax returns in the United States (“U.S.”) Federal and the States of Hawaii and California jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. The Company did not recognize any tax liabilities for income taxes associated with unrecognized tax benefits as of December 31, 2018 and 2017. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for income taxes in the consolidated statements of operations. In 2017, the Company adopted FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740) Fair value measurements U.S. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; and ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of December 31, 2018 and 2017, there were no recurring fair value measurements of assets and liabilities subsequent to initial recognition. Stock based compensation The Company accounts for stock-based compensation costs under the provisions of FASB’s Accounting Standards Codification (“ASC”) No. 718, Compensation—Stock Compensation Equity Basic and diluted net loss per share Basic earnings per common share is calculated by dividing net loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by dividing net loss for the year by the sum of the weighted average number of common shares outstanding during the year plus the number of potentially dilutive common shares (“dilutive securities”) that were outstanding during the year. Dilutive securities include options granted pursuant to the Company’s stock option plans, and warrants issued to non-employees. Potentially dilutive securities are excluded from the computation of earnings per share in periods in which a net loss is reported, as their effect would be antidilutive. Recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Fair Value Measurement The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements. Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventories | NOTE 3 – INVENTORIES Inventories consist of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 533,139 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,307,727 $ 1,480,380 As of September 30, 2019 and December 31, 2018, all raw materials were held at the manufacturer’s facility for future production. | NOTE 3 – INVENTORIES Inventories consist of the following as of December 31: 2018 2017 Finished goods $ 96,750 $ 240,917 Raw materials 1,383,630 98,937 Packing supplies and materials - 571 Total inventories $ 1,480,380 $ 340,425 As of December 31, 2018, $1,383,630 in raw materials were held at the manufacturer’s facility for future production. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 – PROPERTY AND EQUIPMENT, net Property and equipment, net, consists of the following as of December 31: 2018 2017 Information technology equipment $ - $ 31,892 Less accumulated depreciation - (29,991 ) Total property and equipment, net $ - $ 1,901 Depreciation expense was $1,901 and $5,854 for the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2018, the Company wrote off its fully depreciated equipment. There was no gain or loss recognized for this write-off. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Net | NOTE 4 – INTANGIBLE ASSETS, net Intangible assets, net, consists of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Patents $ 613,943 $ 578,326 Less accumulated amortization (321,614 ) (292,512 ) 292,329 285,814 Patents pending 135,292 148,720 Total intangible assets, net $ 427,621 $ 434,534 Patents are amortized straight-line over a period of fifteen years. Amortization expense was $10,074 and $29,102 for the three and nine-months ended September 30, 2019, respectively. Amortization expense was $6,717 and $21,952 for the three and nine-months ended September 30, 2018, respectively. The Company has capitalized costs for several patents that are still pending. In those instances, the Company has not recorded any amortization. The Company will commence amortization when these patents are approved. During the three and nine-months ended September 30, 2019, the Company abandoned three patent applications in progress resulting in a loss of $36,205 on the abandonment of patents. The Company owns 29 issued patents, including 14 in the United States and 15 others in Europe, Canada, China, India, Japan, and Hong Kong. These patents will expire beginning in 2023 through 2028, subject to any patent term extensions of the individual patent. The Company has 2 patent applications pending in the United States and 2 foreign patent applications pending in Europe and the Patent Cooperation Treaty (“PCT”) countries. | NOTE 5 – INTANGIBLE ASSETS, net Intangible assets, net, consists of the following as of December 31: 2018 2017 Patents $ 578,326 $ 493,027 Less accumulated amortization (292,512 ) (263,843 ) 285,814 229,184 Patents pending 148,720 197,426 Total intangible assets, net $ 434,534 $ 426,610 Patents are amortized straight-line over a period of fifteen years. Amortization expense was $28,669 and $23,568 for the years ended December 31, 2018 and 2017, respectively. The Company has capitalized costs for several patents that are still pending. In those instances, the Company has not recorded any amortization. The Company will commence amortization when these patents are approved. The Company owns 28 issued patents, including 14 in the United States and 14 others in Europe, Canada, China, India, Japan, and Hong Kong. These patents will expire beginning in 2023 through 2028, subject to any patent term extensions of the individual patent. The Company has 1 patent application pending in the United States and 2 patent applications pending in Europe and Brazil. |
Accrued Separation Costs
Accrued Separation Costs | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Accrued Separation Costs | NOTE 5 –ACCRUED SEPARATION COSTS On August 9, 2016, the Company entered into a separation agreement with an employee to pay $118,635 of accrued compensation over nine-years. As of September 30, 2019, $94,885 remains outstanding of which $9,000 is due within one-year and is reflected as a current liability. | NOTE 6 –ACCRUED SEPARATION COSTS On August 9, 2016, the Company entered into a separation agreement with an employee to pay $118,635 of accrued compensation over nine-years. This amount is included in accrued payroll and payroll related expenses in the accompanying consolidated balance sheets. This amount does not yield interest and matures as follows for the years ended December 31: 2019 $ 9,000 2020 9,000 2021 12,000 2022 12,000 2023 18,000 Thereafter 41,635 101,635 Less current portion (9,000 ) $ 92,635 |
Related Party Notes Payable
Related Party Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Notes Payable | NOTE 6 – RELATED PARTY NOTES PAYABLE Notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Officer loan. 75,000 Promissory note. 500,000 - Total notes payable $ 1,575,000 $ - Less current portion (575,000 ) - Long term notes payable $ 1,000,000 $ - Interest expense The Company incurred interest charges of $45,925 and $101,385 during the three and nine-months ended September 30, 2019, respectively, on these notes payable of which $31,111 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Note
Related Party Convertible Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Convertible Note Payable | NOTE 7 – RELATED PARTY CONVERTIBLE NOTE PAYABLE Related party convertible note payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-02. . $ 815,217 $ - Total notes payable 815,217 - Less original issue discounts (65,217 ) - Related party convertible note payable, net 750,000 - Less conversion rights and warrant discounts (286,050 ) - Plus amortization of discounts 73,898 - Total convertible notes payable, net $ 537,848 $ - Discounts Total discounts of $351,267 are amortized using the interest method, which resulted in amortization recorded as interest expense of $73,898 for the three and nine-months ended September 30, 2019. Interest expense The Company incurred interest charges of $13,222 during the three and nine-months ended September 30, 2019, on this related party convertible note payable of which $5,360 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 815,217 $ 815,217 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 8 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-01. $ 150,000 $ - Convertible note 2019-03. 108,696 - September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-04. 54,348 - Total notes payable 313,044 - Less original issue discounts (13,044 ) - Convertible notes payable, net 300,000 - Less conversion rights and warrant discounts (98,660 ) - Plus amortization of discounts 55,358 - Total convertible notes payable, net $ 256,698 $ - Discounts Total discounts of $111,704 are amortized using the interest method, which resulted in amortization recorded as interest expense of $31,696 and $55,358 for the three and nine-months ended September 30, 2019, respectively. Interest expense The Company incurred interest charges of $4,496 and $7,537 during the three and nine-months ended September 30, 2019, respectively, on these notes payable of which $7,537 was accrued and payable as of September 30, 2019. Maturities Future maturities of notes payable are as follows as of September 30: 2020 $ 313,044 $ 313,044 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS The Company has identified the embedded derivatives related to the convertible notes described in Note 8. These embedded derivatives included certain conversion and reset features. The accounting treatment of derivative financial instruments requires that the Company record fair value of these derivative liabilities as of the inception date of those convertible notes and each subsequent reporting date. The Company estimates the fair value of these derivative liabilities using the Black-Scholes valuation model. The initial value is used in the determination of a note discount with each subsequent change in fair value as a component of operations. The range of fair value assumptions used for derivative financial instruments during the nine-months ended September 30, 2019, were as follows: Dividend yield 0.0 % Risk-free rate 1.75% - 2.44 % Volatility 102% - 137 % Expected term 1 year Volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the derivative liabilities to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. For the nine-months ended September 30, 2019, the Company recognized total derivative liabilities and convertible note discounts of $243,275 based on the fair value at the convertible notes’ inception dates. These derivative liabilities were subsequently revalued at $246,414 as of September 30, 2019, which resulted in a loss of $3,139 on the change in value of these derivative liabilities. The following table presents the three-level hierarchy prescribed by U.S. GAAP for derivative liabilities since it is a liability that is measured and recognized at fair value on a recurring basis as of: Level 1 Level 2 Level 3 September 30, 2019 - - $ 246,414 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Stockholders' Deficit | NOTE 10 – STOCKHOLDERS’ DEFICIT Self-directed stock issuance 2019 During the nine-months ended September 30, 2019, the Company sold securities in a self-directed offering to existing stockholders of the Company in the aggregate amount of $245,000, respectively, at $0.30 per unit. Each $0.30 unit consisted of 2 shares of restricted common stock (1,633,330 shares) and a five-year warrant to purchase 1 share of restricted common stock (816,665 warrant shares) at $0.20 per share. Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. Shares outstanding As of September 30, 2019 and December 31, 2018, the Company had a total of 137,261,594 and 133,888,573, respectively, shares of common stock outstanding. | NOTE 7 – STOCKHOLDERS’ DEFICIT Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. Self-directed stock issuance During the year ended December 31, 2017, the Company sold securities in a self-directed offering in the aggregate amount of $179,000, $3,774,456, and $124,979 at $0.08, $0.12, and $0.30, respectively, per unit. Each $0.08 unit consisted of 1 share of restricted common stock (2,237,500 shares), a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.08 per share, a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.12 per share, and a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.16 per share. Each $0.12 unit consisted of 1 share of restricted common stock (31,453,788 shares) and a five-year warrant to purchase 1 share of restricted common stock (31,453,788 warrant shares) at $0.12 per share. Each $0.30 unit consisted of 1 share of restricted common stock (416,595 shares) and a five-year warrant to purchase 1 share of restricted common stock (416,595 warrant shares) at $0.30 per share. Equity purchase agreement During the year ended December 31, 2017, the Company sold 567,644 shares of common stock for $60,000, pursuant to an equity purchase agreement. Payable settlement In May 2017, the Company settled a payable in the amount of $44,700 with a previously engaged broker dealer through the issuance of securities at $0.08 per unit. Each unit consisted of 1 share of restricted common stock (558,750 shares), a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.08 per share, a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.12 per share, and a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.16 per share. Shares outstanding As of December 31, 2018 and 2017, the Company had a total of 133,888,573 and 122,674,516 shares of common stock outstanding. |
Stock Grants
Stock Grants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Stock Grants | NOTE 11 – STOCK GRANTS Director stock grants During the nine-months ended September 30, 2019 and 2018, the Company granted its independent directors an aggregate of 1,627,191 and 906,774, respectively, shares of restricted common stock in the Company. These shares were fully vested upon issuance. The increase in number of shares issued was due to the expansion of the Board of Directors by two members in September 2018. The expense recognized for these grants based on the grant date fair value was $262,500 and $200,000 for the nine-months ended September 30, 2019 and 2018, respectively. Consultant stock grants On April 10, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.23 per share. These shares were subject to a risk of forfeiture and vested quarterly in arrears commencing on April 1, 2017. The Company recognized $0 and $5,750 in stock-based compensation related to this grant during the nine-months ended September 30, 2019 and 2018, respectively. On August 8, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.175 per share. These shares were subject to a risk of forfeiture and vested 25% upon grant and quarterly in arrears thereafter commencing on September 1, 2017. The Company recognized $0 and $4,375 in stock-based compensation related to this grant during the nine-months ended September 30, 2019 and 2018, respectively. On December 31, 2018, the Company granted consultants 112,500 shares of restricted common stock valued at $0.20 per share. These shares were fully vested upon issuance. The Company recognized $22,500 in stock-based compensation related to these grants during the year ended December 31, 2018. On March 31, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.17 per share. On June 30, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.125 per share. On September 30, 2019, the Company granted consultants 37,500 shares of restricted common stock valued at $0.089 per share. These shares were fully vested upon issuance. The Company recognized $14,400 in stock-based compensation related to these grants during the nine-months ended September 30, 2019. | NOTE 8 – STOCK GRANTS Director stock grants During 2018 and 2017, the Company granted its independent directors an aggregate of 1,344,274 and 793,025, respectively, shares of restricted common stock in the Company. These shares were fully vested upon issuance. The increase in number of shares issued was due to the expansion of the Board of Directors by two members in June 2018. The expense recognized for these grants based on the grant date fair value was $287,500 and $150,000 for the years ended December 31, 2018 and 2017, respectively. Consultant stock grants On April 10, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.23 per share. These shares are subject to a risk of forfeiture and vest quarterly in arrears commencing on April 1, 2017. The Company recognized $17,250 in stock-based compensation related to this grant during the year ended December 31, 2017. On August 8, 2017, the Company granted a consultant 100,000 shares of restricted common stock valued at $0.175 per share. These shares are subject to a risk of forfeiture and vest 25% upon grant and quarterly in arrears thereafter commencing on September 1, 2017. The Company recognized $10,125 and $13,125 in stock-based compensation related to this grant during the years ended December 31, 2018 and 2017. On December 31, 2018, the Company granted consultants 112,500 shares of restricted common stock valued at $0.20 per share. These shares were fully vested upon issuance. The Company recognized $22,500 in stock-based compensation related to these grants during the year ended December 31, 2018. |
Stock Option Plans
Stock Option Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Option Plans | NOTE 12 – STOCK OPTION PLANS On February 7, 2014, the Company adopted the 2014 Equity Compensation Plan. Under this plan, the Company may issue options to purchase shares of common stock to employees, directors, advisors, and consultants. The aggregate number of shares reserved under this plan upon adoption was 30,420,148. On April 16, 2015, the majority stockholder of the Company approved an increase in the Company’s 2014 Equity Compensation Plan by 15 million shares. On December 4, 2018, the stockholders of the Company approved an increase in the Company’s 2014 Equity Compensation Plan by an additional 5 million shares, for a total of 50,420,148 shares reserved under the plan. Under the terms of the 2014 Equity Compensation Plan and the 2006 Stock Incentive Plan (collectively, the “Plans”), incentive stock options may be granted to employees at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Non-statutory stock options and restricted stock may be granted to employees, directors, advisors, and consultants at a price per share, not less than 100% of the fair market value at date of grant. Options granted are exercisable, unless specified differently in the grant documents, over a default term of ten years from the date of grant and generally vest over a period of four years. A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2018 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable January 1, 2018 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 Canceled (58,336 ) Granted - Exercised - Forfeited - Outstanding September 30, 2019 40,438,425 $ 0.40 3.77 $ 149,089 Exercisable September 30, 2019 38,130,093 $ 0.41 3.48 $ 149,089 The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on September 30, 2019, based on a valuation of the Company’s stock for that day. A summary of the Company’s non-vested options for the nine-months ended September 30, 2019 and year ended December 31, 2018, are presented below: Non-vested at January 1, 2018 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 Granted - Vested (972,914 ) Canceled (58,336 ) Non-vested at September 30, 2019 2,308,332 The Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and recognizes an expense ratably over the requisite service period. The range of fair value assumptions related to options issued were as follows for the: Nine-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 2.38% - 3.04 % Volatility 214% - 226 % 214% - 226 % Expected term 3 - 7 years 3 - 7 years Volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. The Company records forfeitures as they occur and reverses compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. Stock option exercise During the year ended December 31, 2018, the Company issued 156,997 shares of common stock in connection with the cashless exercise of stock options for 100,000, 50,000, and 50,000 shares of common stock exercisable at $0.06 per share with 43,003 shares of common stock withheld with an aggregate fair market value equal to the aggregate exercise price. Stock based compensation The Company recognized stock-based compensation expense related to options during the: Nine-months ended September 30 2019 2018 Amount Amount Service provider compensation $ 133,125 $ 76,250 Employee compensation 124,750 156,875 Total $ 257,875 $ 233,125 | NOTE 9 – STOCK OPTION PLANS On February 7, 2014, the Company adopted the 2014 Equity Compensation Plan. Under this plan, the Company may issue options to purchase shares of common stock to employees, directors, advisors, and consultants. The aggregate number of shares that may be issued under this plan upon adoption was 30,420,148. On April 16, 2015, the majority stockholder of the Company approved an increase in the Company’s 2014 Equity Compensation Plan by 15 million shares, which was subsequently increased in December 2018 by an additional 5 million shares to allow for a total of 50,420,148 shares available under the plan. Under the terms of the 2014 Equity Compensation Plan and the 2006 Stock Incentive Plan (collectively, the “Plans”), incentive stock options may be granted to employees at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Non-statutory stock options and restricted stock may be granted to employees, directors, advisors, and consultants at a price per share, not less than 100% of the fair market value at date of grant. Options granted are exercisable, unless specified differently in the grant documents, over a default term of ten years from the date of grant and generally vest over a period of four years. A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2017 36,821,969 $ 0.41 5.94 $ 301,273 Exercisable January 1, 2017 36,771,969 $ 0.41 5.94 $ 299,273 Canceled - Granted 2,161,458 Exercised (770,000 ) Forfeited - Outstanding December 31, 2017 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable December 31, 2017 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on December 31, 2018, based on a valuation of the Company’s stock for that day. A summary of the Company’s non-vested options for the years ended December 31, 2018 and 2017 are presented below: Non-vested at January 1, 2017 50,000 Granted 2,161,458 Vested (211,458 ) Canceled - Non-vested at December 31, 2017 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 The Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and recognizes an expense ratably over the requisite service period. The range of fair value assumptions related to options issued were as follows for the years ended December 31: 2018 2017 Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 1.89% - 2.26 % Expected volatility 214% - 226 % 221% - 232 % Expected term 3 - 7 years 5 - 7 years The expected volatility was calculated based on the historical volatility of the Company. The risk-free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, because the Company does not anticipate paying a dividend within the relevant timeframe. Due to a lack of historical information needed to estimate the Company’s expected term, it was estimated using the simplified method allowed. The Company records forfeitures as they occur and reverses compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. Stock option exercise During the year ended December 31, 2018, the Company issued 156,997 shares of common stock in connection with the cashless exercise of stock options for 100,000, 50,000, and 50,000 shares of common stock exercisable at $0.06 per share with 43,003 shares of common stock withheld with an aggregate fair market value equal to the aggregate exercise price. During the year ended December 31, 2017, the Company issued 645,288 shares of common stock in connection with the cashless exercise of stock options for 100,000, 45,000, and 625,000 shares of common stock exercisable at $0.155, $0.06, and $0.06, respectively, per share with 124,712 shares of common stock withheld with an aggregate fair market value equal to the aggregate exercise price. The Company recognized stock-based compensation expense related to options during the: Years ended December 31 2018 2017 Amount Amount Service provider compensation $ 124,896 $ 3,500 Employee compensation 205,250 33,271 Director compensation - 25,000 Total $ 330,146 $ 61,771 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | NOTE 13 – WARRANTS The following is a summary of the Company’s warrant activity: Warrants Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic value Outstanding January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Expired (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Canceled - Granted 3,116,665 Exercised - Expired (18,405,496 ) Outstanding September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 Exercisable September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes option valuation model. Volatility is calculated based on the historical volatility of the Company. The risk-free interest rate used is based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the warrants to be valued. The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. The Company did not recognize any stock-based compensation expense related to warrants during the three-months ended September 30, 2019 and 2018. Convertible note warrants Warrants to purchase 2,300,000 shares of common stock at $0.12 to $0.20 per share were issued in connection with the issuance of convertible notes. These warrants were immediately vested and expire in five years and were recorded as discounts on the convertible notes in the aggregate amount of $141,435. Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. As part of this offering, warrants to purchase 315,010 shares of common stock at $0.21 per share were issued to investment bankers for their services. Warrant expiration During the nine-months ended September 30, 2019, warrants to purchase an aggregate of 18,405,496 shares of common stock expired. During the year ended December 31, 2018, warrants to purchase an aggregate of 101,984 shares of common stock expired. | NOTE 10 – WARRANTS The following is a summary of the Company’s warrant activity: Warrants Weighted Weighted Aggregate Outstanding January 1, 2017 88,365,036 $ 0.30 3.50 $ 543,770 Exercisable January 1, 2017 88,365,036 $ 0.30 3.50 $ 543,770 Canceled - Granted 40,259,133 Exercised (798,000 ) Forfeited (392,047 ) Outstanding December 31, 2017 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable December 31, 2017 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Forfeited (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 The Company estimates the fair value of warrants granted on each grant date using the Black-Scholes option valuation model. The expected volatility is calculated based on the historical volatility of the Company. The risk-free interest rate used is based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the warrants to be valued. The expected dividend yield is zero, because the Company does not anticipate paying a dividend within the relevant timeframe. Due to a lack of historical information needed to estimate the Company’s expected term, it is estimated using the simplified method allowed. The Company did not recognize any stock-based compensation expense related to warrants during the years ended December 31, 2018 and 2017, respectively. Warrant exercise During the year ended December 31, 2017, the Company issued 233,217 shares of common stock in connection with the cashless exercise of a warrant for 298,000 shares of common stock at $0.10 per share with 64,783 shares of common stock withheld with an aggregate fair market value equal to the aggregate exercise price. During the year ended December 31, 2017, the Company issued 500,000 shares of common stock in connection with the exercise of a warrant for 500,000 shares of common stock at $0.08 per share in exchange for $40,000. Warrant exchange offering In June 2018, the Company commenced an offering to exchange outstanding warrants for shares of common stock under a Form S-4 Registration Statement. These shares of common stock were issued to warrant holders in exchange for (i) their outstanding warrants to purchase shares of common stock at $0.625 per share, and (ii) cash payment of $0.15 per share. This offering closed on July 27, 2018, and resulted in an exchange of 9.6 million warrants and $1,440,043 in gross proceeds for 9,600,286 shares of common stock. Stock issuance costs associated with this capital raise totaled $196,006, resulting in a net total of $1,244,037 raised in this offering. As part of this offering, warrants to purchase 315,010 shares of common stock at $0.21 per share were issued to investment bankers for their services. Warrant expiration During the years ended December 31, 2018 and 2017, warrants to purchase an aggregate of 101,984 and 392,047 shares of restricted common stock expired. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | NOTE 14 – INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The effective tax rate for the three and three-months ended September 30, 2019 and 2018, differs from the statutory rate of 21% as a result of state taxes (net of Federal benefit), permanent differences, and a reserve against deferred tax assets. The Company’s valuation allowance was primarily related to the operating losses. The valuation allowance is determined in accordance with the provisions of ASC No. 740, Income Taxes Recent tax legislation On March 22, 2018, the Tax Cuts and Jobs Act (“TCJA”) was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. Uncertain tax positions The Company is subject to taxation in the United States and three state jurisdictions. The preparation of tax returns requires management to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. Management, in consultation with its tax advisors, files its tax returns based on interpretations that are believed to be reasonable under the circumstances. The income tax returns, however, are subject to routine reviews by the various taxing authorities. As part of these reviews, a taxing authority may disagree with respect to the tax positions taken by management (“uncertain tax positions”) and therefore may require the Company to pay additional taxes. Management evaluates the requirement for additional tax accruals, including interest and penalties, which the Company could incur as a result of the ultimate resolution of its uncertain tax positions. Management reviews and updates the accrual for uncertain tax positions as more definitive information becomes available from taxing authorities, completion of tax audits, expiration of statute of limitations, or upon occurrence of other events. Uncertain tax positions (continued) As of September 30, 2019 and December 31, 2018, there was no liability for income tax associated with unrecognized tax benefits. The Company recognizes accrued interest related to unrecognized tax benefits as well as any related penalties in interest income or expense in its condensed consolidated statements of operations, which is consistent with the recognition of these items in prior reporting periods. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | NOTE 11 – INCOME TAXES The following table presents a reconciliation of the statutory Federal rate and the Company’s effective tax rate for the years ended December 31: 2018 2017 Tax provision (benefit) at Federal statutory rate (21.00 )% (34.00 )% Accrued compensation (0.28 )% (0.32 )% Stock based compensation 3.37 % 4.15 % Depreciation and amortization 0.15 % 0.59 % Other 0.07 % 0.26 % Change in valuation allowance 17.69 % 29.32 % Effective tax rate 0.00 % 0.00 % The effective tax rate for the three and years ended December 31, 2018 and 2017, differs from the statutory rate of 21% and 34% for the years ended December 31, 2018 and 2017, respectively, as a result of state taxes (net of Federal benefit), permanent differences, and a reserve against deferred tax assets. There was not a provision for income taxes for the years ended December 31, 2018 and 2017. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents significant components of the Company’s deferred tax assets and liabilities for the years ended December 31: 2018 2017 DEFERRED TAX ASSETS, net: Net operating loss carryforwards $ 9,633,893 $ 8,705,467 Accrued compensation 1,080,432 1,074,903 Stock based compensation 178,174 66,348 Credit carryforwards 52,592 71,910 Depreciation and amortization carryforwards (63,917 ) (71,054 ) Total 10,881,174 9,847,574 Less valuation allowance (10,881,174 ) (9,847,574 ) NET DEFERRED TAX ASSETS $ - $ - As of December 31, 2018, the Company had a Federal net operating loss carryforward of $36,950,157. In addition, the Company had a net operating loss carryforward for Hawaii income tax purposes of $29,286,880 as of December 31, 2018. These amounts may be used to offset up to 80% of future taxable income and differ from the Company’s accumulated deficit due to permanent and temporary tax differences. The Company’s valuation allowance was primarily related to the operating losses. The valuation allowance is determined in accordance with the provisions of ASC No. 740, Income Taxes Recent tax legislation On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate. The TCJA reduces the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. As a result of TCJA, the Company recorded a change in its deferred tax asset of approximately, $3.8 million for the year ended December 31, 2017, which was offset by an adjustment to the allowance. State tax credits The Company received a refundable tax credit of $17,253 from the State of Hawaii during the year ended December 31, 2017. This amount is recorded as other income in the consolidated statement of operations. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Basic and Diluted Net Loss Per Share | NOTE 15 – BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company’s basic and diluted net loss per share for: Three-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Three-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Nine-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Nine-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,076,873 ) 125,271,516 $ (0.02 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ 3,076,873 125,271,516 $ (0.02 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Convertible notes 9,490,186 - Common stock options 40,438,425 39,496,761 Common stock warrants 102,758,031 118,148,846 Total common stock equivalents 152,686,642 157,645,607 | NOTE 12 – BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years ended December 31: 2018 Net Loss Shares Per share Basic loss per share $ (4,024,222 ) 127,304,856 $ (0.03 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (4,024,222 ) 127,304,856 $ (0.03 ) 2017 Net Loss Shares Per share Basic loss per share $ (1,985,234 ) 99,951,385 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,985,234 ) 99,951,385 $ (0.02 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the years ended December 31: 2018 2017 Common stock options 40,496,761 38,213,427 Common stock warrants 118,046,862 127,434,122 Total common stock equivalents 158,543,623 165,647,549 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Leases | NOTE 16 – LEASES Manoa Innovation Center The Company entered into an automatically renewable month-to-month lease for office space on August 13, 2010. Under the terms of this lease, the Company must provide a written notice 45 days prior to vacating the premises. Total rent expense under this agreement as amended was $8,989 and $27,188 for the three and nine-months ended September 30, 2019, respectively, and $8,760 and $29,662 for the three and nine-months ended September 30, 2018, respectively. Fleet Lease In January 2018, the Company entered into a vehicle lease arrangement with a rental company for three vehicles. The terms of the leases require monthly payments of $1,619 for three years. These leases convert to month-to-month leases in January 2021 unless terminated. Total lease expense under this agreement was $4,964 and $16,520 for the three and nine-months ended September 30, 2019, respectively, and $5,602 and $14,953 for the three and nine-months ended September 30, 2018, respectively. Right-to-use leased asset and liability As a result of the adoption of ASU No. 2016-02, Leases | NOTE 13 – LEASES Manoa Innovation Center The Company entered into an automatically renewable month-to-month lease for office space on August 13, 2010. Under the terms of this lease, the Company must provide a written notice 45 days prior to vacating the premises. Total rent expense under this agreement as amended was $39,302 and $29,690, for the years ended December 31, 2018 and 2017, respectively. Fleet Lease In January 2018, the Company entered into a vehicle lease arrangement with a rental company for three vehicles. The terms of the leases require monthly payments of $1,619 for three years. These leases convert to month-to-month leases in January 2021 unless terminated. Total lease expense under this agreement was $21,196 for the year ended December 31, 2018. Future minimum lease payments are as follows for the years ended December 31: 2019 $ 17,868 2020 17,868 2021 1,489 $ 37,225 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 14 – COMMITMENTS Patent payable As part of the formation of the Company, a patent license was transferred to the Company. The original license began in 2006. Under the terms of the license the Company agreed to pay $10,000 per year through 2015 and royalties of 2% on any revenues resulting from the license. There were no revenues generated by this license during the years ended December 31, 2018 and 2017. The remaining obligation of $20,000 as of December 31, 2018 and 2017, is recorded as a part of accounts payable on the consolidated balance sheets. The license expired in February 2016. Employee settlement As of December 31, 2018 and 2017, the Company owed a former employee a severance settlement payable in the amount of $50,000 for accrued vacation benefits. As part of the severance settlement, a stock option previously granted to the former employee was fully vested and extended. BASF agreement and license In November 2006, the Company entered into a joint development and supply agreement with BASF SE (“BASF”). Under the agreement, the Company granted BASF an exclusive world-wide license to the Company’s rights related to the development and commercialization of astaxanthin nutraceutical products; the Company retains all rights related to astaxanthin pharmaceutical products. The Company is to receive specified royalties based on future net sales of such astaxanthin nutraceutical products. No royalties were realized from this agreement during the years ended December 31, 2018 and 2017. Capsugel agreement On August 18, 2014, the Company entered into a collaboration agreement with Capsugel US, LLC (“Capsugel”) for the joint commercial development of astaxanthin products (“Capsugel Astaxanthin Products”) for the consumer health market that contain nature-identical synthetic astaxanthin and use Capsugel’s proprietary formulation technology. The agreement provides for the parties to jointly administer activities under a product development plan that will include identifying at least one mutually acceptable third-party marketer who will further develop, market and distribute Capsugel Astaxanthin Products. Capsugel will share revenues with the Company based on net sales of products that are developed under the collaboration. No revenues were realized from this agreement during the years ended December 31, 2018 and 2017. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS The Company evaluated all material events through the date the financials were ready for issuance and identified the following for additional disclosure. Convertible Notes On the dates set forth in the table below , the Company entered into convertible notes with lenders, who are also current stockholders, for the amounts set forth in the table below. Each of these notes accrues interest payable monthly at the rate of 8% per annum and matures on June 30, 2020. Each of these notes and accrued interest thereon may convert into shares of common stock at the conversion price set forth in the table below any time at the holder’s option. If any of these notes, or any portion thereof, has not been repaid or converted in full on or prior to the maturity date, then repayment of the unpaid principal balance plus any accrued and unpaid interest thereon, shall be amortized over the following thirty-six (36) months. The Company has the right to prepay each of these notes without penalty or premium. Each of these notes were issued with detachable five-year warrants to purchase shares of common stock as set forth in the table below. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 3, 2019 $ 27,174 $ 2,174 $ 25,000 $ 0.12 50,000 $ 0.12 October 10, 2019 27,174 2,174 25,000 0.12 50,000 0.12 October 23, 2019 108,696 8,696 100,000 0.12 250,000 250,000 0.15 0.20 October 29, 2019 27,174 2,174 25,000 0.12 50,000 0.12 November 8, 2019 16,304 1,304 15,000 0.07 30,000 0.07 Total $ 206,522 $ 16,522 $ 190,000 $ 0.07-0.12 680,000 $ 0.07-0.20 On the date set forth in the table below, the Company entered into a senior convertible note payable with a lender, who is also a current stockholder and beneficial owner of more than 5% of the Company’s common stock, in the amount set forth in the table below. This note accrues interest payable monthly at the rate of 8% per annum and matures on June 30, 2020. This note and accrued interest thereon may convert into shares of common stock at the conversion price then in effect (initially $0.12 per share, subject to adjustment) any time at the holder’s option or automatically upon a qualified financing of at least $5 million at the lower of the conversion price then in effect or a 25% discount to the offering price. The conversion price is subject to adjustment upon the issuance of the Company’s common stock or securities convertible into common stock at a price per share less than the then prevailing conversion price, other than specified exempt issuances; accordingly, on November 8, 2019, the conversion price was adjusted to $0.07 per share. The Company has the right to prepay this note without penalty or premium. This note was issued with a detachable five-year warrant to purchase shares of common stock as set forth in the table below. The exercise price of this warrant shall be adjusted in accordance with any adjustment to the conversion price of this note; accordingly, on November 8, 2019, the exercise price was adjusted to $0.07 per share. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 16, 2019 $ 217,391 $ 17,391 $ 200,000 $ 0.07 400,000 $ 0.07 General Nutrition Corporation On October 16, 2019, the exclusivity provision of the Company’s purchasing agreement with GNC expired, however, all other provisions of the Company’s purchasing agreement with GNC remain in effect. The Company may expand ZanthoSyn® distribution to mass market retailers, other specialty nutrition stores, pharmacies, and other retailers. The Company also plans to increase its sales and marketing efforts through e-commerce. | NOTE 15 – SUBSEQUENT EVENTS The Company evaluated all material events through the date the financials were ready for issuance and noted the following non-recognized events for disclosure. On January 11, 2019, the Company entered into a $1,000,000 revolving inventory financing facility with a lender. Use of proceeds from this facility is limited to the purchase of inventory, including raw materials, intermediates, and finished goods, unless otherwise waived by the lender. This facility accrues interest at the rate of 12% per annum, is unsecured, and matures in three years from origination. This facility also requires monthly interest payments. As of March 27, 2019, the aggregate unpaid principal amount under this facility was $1,000,000. On February 7, 2019, the Company registered 167,730,236 shares of its common stock, par value $0.001 per share, held by the registering stockholders, consisting of (i) 69,115,849 shares of its issued and outstanding common stock, and (ii) 98,614,387 shares of its common stock that may be issued upon the exercise of outstanding warrants. On February 22, 2019, the Company sold securities in a self-directed offering in the aggregate amount of $20,000 at $0.30 per unit. Each unit consisted of 2 shares of restricted common stock (133,332 shares) and a five-year warrant to purchase 1 share of restricted common stock (66,666 warrant shares) at $0.20 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of presentation The consolidated financial statements have been consistently prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Cardax, Inc., and its wholly owned subsidiary, Cardax Pharma, Inc., and its predecessor, Cardax Pharmaceuticals, Inc., which was merged with and into Cardax, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Estimates in these consolidated financial statements include asset valuations, estimates of future cash flows from and the economic useful lives of long-lived assets, valuations of stock compensation, certain accrued liabilities, income taxes and tax valuation allowances, and fair value estimates. Despite management’s intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from these estimates and assumptions. | |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company held no cash equivalents as of December 31, 2018 and 2017. The Company maintains cash deposit accounts at one financial institution. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance at times may exceed these limits. As of December 31, 2018 and 2017, the Company had $0 and $1,988,139, respectively, in excess of federally insured limits on deposit. | |
Accounts Receivable | Accounts receivable Accounts receivable of $157,082 and $37,243 as of December 31, 2018 and 2017, respectively, consists of amounts due from sales of dietary supplements. It is the Company’s policy to provide for an allowance for doubtful collections based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivables are due 60 days after the issuance of the invoice. Receivables past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. There was no allowance necessary as of December 31, 2018 and 2017. | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average cost method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory costs include third party costs for finished goods. The Company utilizes contract manufacturers and receives inventory in finished form. The Company provides a reserve against inventory for known or expected inventory obsolescence. The reserve is determined by specific review of inventory items for product age and quality that may affect salability. There were no reserves necessary for inventory as of December 31, 2018 and 2017. | |
Property and Equipment, Net | Property and equipment, net Property and equipment are recorded at cost, less depreciation. Equipment under capital lease obligations and leasehold improvements are amortized on the straight-line method over the shorter period of the lease term or the estimated useful life of the equipment. Such amortization is included in depreciation and amortization in the consolidated financial statements. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets are as follows. Furniture and office equipment 7 years Research and development equipment 3 to 7 years Information technology equipment 5 years Software 3 years Major additions and improvements are capitalized, and routine expenditures for repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is charged to income for the period. | |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets, as appropriate, may not be recoverable. When the sum of the undiscounted future net cash flows expected to result from the use and the eventual disposition is less than the carrying amounts, an impairment loss would be measured based on the discounted cash flows compared to the carrying amounts. There was no impairment charge recorded for the years ended December 31, 2018 and 2017. | |
Unaudited Interim Financial Information | Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2019 and 2018. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 28, 2019. | |
Revenue from Contracts with Customers | Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 Hong Kong Nutraceuticals $ - $ 16,413 Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. The Company records shipping charges and sales tax gross in revenues and cost of goods sold. Sales discounts and other adjustments are recorded at the time of sale. | Revenue from contracts with customers In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018, using the retrospective method. As there was no impact on contracts that were previously completed and no significant impact to contracts completed after adoption, there was no need to restate prior results from operations. The Company recognizes revenues from its contracts with customers for its products through wholesale and e-commerce channels when goods and services have been identified, the payment terms agreed to, the contract has commercial substance, both parties have approved the contract, and it is probable that the Company will collect all substantial consideration. The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the years ended December 31: Geographical area Source 2018 2017 United States Nutraceuticals $ 1,494,462 $ 610,323 Hong Kong Nutraceuticals $ 16,413 $ - Sales discounts, rebates, promotional amounts to vendors, and returns and allowances are recorded as a reduction to sales in the period in which sales are recorded. Sales discounts and other adjustments are recorded at the time of sale. |
Cost of Goods Sold | Cost of goods sold Cost of goods sold is comprised of costs to manufacture or acquire products sold to customers, direct and indirect distribution costs, and other costs incurred in the sale of goods. | |
Shipping and Handling Costs | Shipping and handling costs Shipping and handling costs are included in cost of goods sold. Shipping and handling costs were $21,603 and $10,366 for the years ended December 31, 2018 and 2017, respectively. | |
Sales and Use Tax | Sales and use tax Revenues, as presented on the accompanying income statement, include taxes collected from customers and remitted to governmental authorities. Such taxes were $3,329 and $5,132 for the years ended December 31, 2018 and 2017, respectively. | |
Research and Development | Research and development Research and development costs are expensed as incurred and consists primarily of manufacturing of products, third-party research, laboratory supplies, and scientific advisory boards. The focus of these costs is on the development of astaxanthin, zeaxanthin, and related compounds. For the years ended December 31, 2018 and 2017, research and development costs were $269,077 and $97,479, respectively. | |
Advertising | Advertising Advertising costs are expensed as incurred and are included as an element of sales and marketing costs in the accompanying consolidated statements of operations. For the years ended December 31, 2018 and 2017, advertising costs were $364,306 and $84,317, respectively. | |
Income Taxes | Income taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carry-forwards, and other tax credits measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company files income tax returns in the United States (“U.S.”) Federal and the States of Hawaii and California jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. The Company did not recognize any tax liabilities for income taxes associated with unrecognized tax benefits as of December 31, 2018 and 2017. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for income taxes in the consolidated statements of operations. In 2017, the Company adopted FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740) | |
Fair Value Measurements | Fair value measurements U.S. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: ● Quoted prices for similar assets or liabilities in active markets; ● Quoted prices for identical or similar assets or liabilities in inactive markets; ● Inputs other than quoted prices that are observable for the asset or liability; and ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of December 31, 2018 and 2017, there were no recurring fair value measurements of assets and liabilities subsequent to initial recognition. | |
Stock Based Compensation | Stock based compensation The Company accounts for stock-based compensation costs under the provisions of FASB’s Accounting Standards Codification (“ASC”) No. 718, Compensation—Stock Compensation Equity | |
Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share Basic earnings per common share is calculated by dividing net loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by dividing net loss for the year by the sum of the weighted average number of common shares outstanding during the year plus the number of potentially dilutive common shares (“dilutive securities”) that were outstanding during the year. Dilutive securities include options granted pursuant to the Company’s stock option plans, and warrants issued to non-employees. Potentially dilutive securities are excluded from the computation of earnings per share in periods in which a net loss is reported, as their effect would be antidilutive. | |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases The Company applied the modified retrospective approach in adopting this standard. The modified retrospective approach includes a number of optional practical expedients that the Company elected to apply; primarily the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. As part of this adoption, the Company will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. This adoption of this standard on January 1, 2019, resulted in the Company recognizing a right-to-use asset and lease liability. The Company elected to not recognize any right-to-use assets or liabilities for leases that are twelve months or less. Lease costs are recognized straight-line over the term of the lease. The adoption of this standard did not impact retained earnings or cash flows of the Company. | |
Derivative Financial Instruments | Derivative financial instruments The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives | |
Other Significant Accounting Policies | Other significant accounting policies There have been no other material changes to our significant accounting policies during the nine-months ended September 30, 2019, as compared to the significant accounting policies described in our Annual Report. | |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Fair Value Measurement The Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the consolidated financial statements. | |
Reclassifications | Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation, such as reclassifying a separation agreement that has terms extending beyond one year. These reclassifications had no effect on the reported results of operations or cash flows. | Reclassifications The Company has made certain reclassifications to conform its prior periods’ data to the current presentation. These reclassifications had no effect on the reported results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of Depreciation of Estimated Useful Lives | Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets are as follows. Furniture and office equipment 7 years Research and development equipment 3 to 7 years Information technology equipment 5 years Software 3 years | |
Schedule of Revenues Disaggregated by Revenue Source and Geographical Location | The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the nine-months ended: September 30, 2019 September 30, 2018 Geographical area Source (Unaudited) (Unaudited) United States Nutraceuticals $ 439,505 $ 1,118,486 Hong Kong Nutraceuticals $ - $ 16,413 | The following table presents our revenues disaggregated by revenue source and geographical location. Sales and usage-based taxes are included as a component of revenues for the years ended December 31: Geographical area Source 2018 2017 United States Nutraceuticals $ 1,494,462 $ 610,323 Hong Kong Nutraceuticals $ 16,413 $ - |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories consist of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Finished goods $ 533,139 $ 96,750 Raw materials 774,588 1,383,630 Total inventories $ 1,307,727 $ 1,480,380 | Inventories consist of the following as of December 31: 2018 2017 Finished goods $ 96,750 $ 240,917 Raw materials 1,383,630 98,937 Packing supplies and materials - 571 Total inventories $ 1,480,380 $ 340,425 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following as of December 31: 2018 2017 Information technology equipment $ - $ 31,892 Less accumulated depreciation - (29,991 ) Total property and equipment, net $ - $ 1,901 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets, Net | Intangible assets, net, consists of the following as of: September 30, 2019 (Unaudited) December 31, 2018 Patents $ 613,943 $ 578,326 Less accumulated amortization (321,614 ) (292,512 ) 292,329 285,814 Patents pending 135,292 148,720 Total intangible assets, net $ 427,621 $ 434,534 | Intangible assets, net, consists of the following as of December 31: 2018 2017 Patents $ 578,326 $ 493,027 Less accumulated amortization (292,512 ) (263,843 ) 285,814 229,184 Patents pending 148,720 197,426 Total intangible assets, net $ 434,534 $ 426,610 |
Accrued Separation Costs (Table
Accrued Separation Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Payroll and Payroll Related Expenses | This amount does not yield interest and matures as follows for the years ended December 31: 2019 $ 9,000 2020 9,000 2021 12,000 2022 12,000 2023 18,000 Thereafter 41,635 101,635 Less current portion (9,000 ) $ 92,635 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Notes Payable | Notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Inventory financing. $ 1,000,000 $ - Officer loan. 75,000 Promissory note. 500,000 - Total notes payable $ 1,575,000 $ - Less current portion (575,000 ) - Long term notes payable $ 1,000,000 $ - |
Schedule of Related Party Future Maturities of Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 575,000 2021 - 2022 1,000,000 $ 1,575,000 |
Related Party Convertible Not_2
Related Party Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Convertible Note Payable | Related party convertible note payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-02. . $ 815,217 $ - Total notes payable 815,217 - Less original issue discounts (65,217 ) - Related party convertible note payable, net 750,000 - Less conversion rights and warrant discounts (286,050 ) - Plus amortization of discounts 73,898 - Total convertible notes payable, net $ 537,848 $ - |
Schedule of Related Party Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 815,217 $ 815,217 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consisted of the following as of: September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-01. $ 150,000 $ - Convertible note 2019-03. 108,696 - September 30, 2019 December 31, 2018 (Unaudited) Convertible note 2019-04. 54,348 - Total notes payable 313,044 - Less original issue discounts (13,044 ) - Convertible notes payable, net 300,000 - Less conversion rights and warrant discounts (98,660 ) - Plus amortization of discounts 55,358 - Total convertible notes payable, net $ 256,698 $ - |
Schedule of Future Maturities of Convertible Notes Payable | Future maturities of notes payable are as follows as of September 30: 2020 $ 313,044 $ 313,044 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions Related to Option Issued | The Company estimates the fair value of these derivative liabilities using the Black-Scholes valuation model. The initial value is used in the determination of a note discount with each subsequent change in fair value as a component of operations. The range of fair value assumptions used for derivative financial instruments during the nine-months ended September 30, 2019, were as follows: Dividend yield 0.0 % Risk-free rate 1.75% - 2.44 % Volatility 102% - 137 % Expected term 1 year The following table presents the three-level hierarchy prescribed by U.S. GAAP for derivative liabilities since it is a liability that is measured and recognized at fair value on a recurring basis as of: Level 1 Level 2 Level 3 September 30, 2019 - - $ 246,414 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2018 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable January 1, 2018 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 Canceled (58,336 ) Granted - Exercised - Forfeited - Outstanding September 30, 2019 40,438,425 $ 0.40 3.77 $ 149,089 Exercisable September 30, 2019 38,130,093 $ 0.41 3.48 $ 149,089 | A summary of stock option activity is as follows: Options Weighted Weighted Aggregate Outstanding January 1, 2017 36,821,969 $ 0.41 5.94 $ 301,273 Exercisable January 1, 2017 36,771,969 $ 0.41 5.94 $ 299,273 Canceled - Granted 2,161,458 Exercised (770,000 ) Forfeited - Outstanding December 31, 2017 38,213,427 $ 0.41 5.23 $ 562,456 Exercisable December 31, 2017 36,213,427 $ 0.41 4.98 $ 562,456 Canceled (350,000 ) Granted 2,833,334 Exercised (200,000 ) Forfeited - Outstanding December 31, 2018 40,496,761 $ 0.40 4.52 $ 986,808 Exercisable December 31, 2018 37,157,179 $ 0.41 4.10 $ 966,808 |
Schedule of Non-vested Shares Granted Under Stock Option Plan | A summary of the Company’s non-vested options for the nine-months ended September 30, 2019 and year ended December 31, 2018, are presented below: Non-vested at January 1, 2018 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 Granted - Vested (972,914 ) Canceled (58,336 ) Non-vested at September 30, 2019 2,308,332 | A summary of the Company’s non-vested options for the years ended December 31, 2018 and 2017 are presented below: Non-vested at January 1, 2017 50,000 Granted 2,161,458 Vested (211,458 ) Canceled - Non-vested at December 31, 2017 2,000,000 Granted 2,833,334 Vested (1,143,752 ) Canceled (350,000 ) Non-vested at December 31, 2018 3,339,582 |
Schedule of Fair Value Assumptions | The range of fair value assumptions related to options issued were as follows for the: Nine-months ended Year ended Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 2.38% - 3.04 % Volatility 214% - 226 % 214% - 226 % Expected term 3 - 7 years 3 - 7 years | The range of fair value assumptions related to options issued were as follows for the years ended December 31: 2018 2017 Dividend yield 0.0 % 0.0 % Risk-free rate 2.38% - 3.04 % 1.89% - 2.26 % Expected volatility 214% - 226 % 221% - 232 % Expected term 3 - 7 years 5 - 7 years |
Schedule of Recognized Stock Based Compensation Expense | The Company recognized stock-based compensation expense related to options during the: Nine-months ended September 30 2019 2018 Amount Amount Service provider compensation $ 133,125 $ 76,250 Employee compensation 124,750 156,875 Total $ 257,875 $ 233,125 | The Company recognized stock-based compensation expense related to options during the: Years ended December 31 2018 2017 Amount Amount Service provider compensation $ 124,896 $ 3,500 Employee compensation 205,250 33,271 Director compensation - 25,000 Total $ 330,146 $ 61,771 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Schedule of Stock Warrants Activity | The following is a summary of the Company’s warrant activity: Warrants Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic value Outstanding January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable January 1, 2018 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Expired (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Canceled - Granted 3,116,665 Exercised - Expired (18,405,496 ) Outstanding September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 Exercisable September 30, 2019 102,758,031 $ 0.13 2.07 $ 146,779 | The following is a summary of the Company’s warrant activity: Warrants Weighted Weighted Aggregate Outstanding January 1, 2017 88,365,036 $ 0.30 3.50 $ 543,770 Exercisable January 1, 2017 88,365,036 $ 0.30 3.50 $ 543,770 Canceled - Granted 40,259,133 Exercised (798,000 ) Forfeited (392,047 ) Outstanding December 31, 2017 127,434,122 $ 0.24 3.15 $ 3,957,689 Exercisable December 31, 2017 127,434,122 $ 0.24 3.15 $ 3,957,689 Canceled - Granted 315,010 Exercised (9,600,286 ) Forfeited (101,984 ) Outstanding December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 Exercisable December 31, 2018 118,046,862 $ 0.20 2.32 $ 7,848,637 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Taxes Rate | The following table presents a reconciliation of the statutory Federal rate and the Company’s effective tax rate for the years ended December 31: 2018 2017 Tax provision (benefit) at Federal statutory rate (21.00 )% (34.00 )% Accrued compensation (0.28 )% (0.32 )% Stock based compensation 3.37 % 4.15 % Depreciation and amortization 0.15 % 0.59 % Other 0.07 % 0.26 % Change in valuation allowance 17.69 % 29.32 % Effective tax rate 0.00 % 0.00 % |
Schedule of Deferred Income Tax Assets and Liabilities | The following table presents significant components of the Company’s deferred tax assets and liabilities for the years ended December 31: 2018 2017 DEFERRED TAX ASSETS, net: Net operating loss carryforwards $ 9,633,893 $ 8,705,467 Accrued compensation 1,080,432 1,074,903 Stock based compensation 178,174 66,348 Credit carryforwards 52,592 71,910 Depreciation and amortization carryforwards (63,917 ) (71,054 ) Total 10,881,174 9,847,574 Less valuation allowance (10,881,174 ) (9,847,574 ) NET DEFERRED TAX ASSETS $ - $ - |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for: Three-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (1,433,626 ) 136,640,761 $ (0.01 ) Three-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (928,888 ) 130,083,598 $ (0.01 ) Nine-months ended September 30, 2019 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ (3,650,740 ) 135,516,490 (0.03 ) Nine-months ended September 30, 2018 (Unaudited) Net Loss (Numerator) Shares (Denominator) Per share Basic loss per share $ (3,076,873 ) 125,271,516 $ (0.02 ) Effect of dilutive securities—Common stock options, warrants, and convertible note - - - Diluted loss per share $ 3,076,873 125,271,516 $ (0.02 ) | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years ended December 31: 2018 Net Loss Shares Per share Basic loss per share $ (4,024,222 ) 127,304,856 $ (0.03 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (4,024,222 ) 127,304,856 $ (0.03 ) 2017 Net Loss Shares Per share Basic loss per share $ (1,985,234 ) 99,951,385 $ (0.02 ) Effect of dilutive securities—Common stock options and warrants - - - Diluted loss per share $ (1,985,234 ) 99,951,385 $ (0.02 ) |
Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the periods ended: September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Convertible notes 9,490,186 - Common stock options 40,438,425 39,496,761 Common stock warrants 102,758,031 118,148,846 Total common stock equivalents 152,686,642 157,645,607 | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive for the years ended December 31: 2018 2017 Common stock options 40,496,761 38,213,427 Common stock warrants 118,046,862 127,434,122 Total common stock equivalents 158,543,623 165,647,549 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments are as follows for the years ended December 31: 2019 $ 17,868 2020 17,868 2021 1,489 $ 37,225 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Summary of Convertible Notes with Lenders | Each of these notes were issued with detachable five-year warrants to purchase shares of common stock as set forth in the table below. Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 3, 2019 $ 27,174 $ 2,174 $ 25,000 $ 0.12 50,000 $ 0.12 October 10, 2019 27,174 2,174 25,000 0.12 50,000 0.12 October 23, 2019 108,696 8,696 100,000 0.12 250,000 250,000 0.15 0.20 October 29, 2019 27,174 2,174 25,000 0.12 50,000 0.12 November 8, 2019 16,304 1,304 15,000 0.07 30,000 0.07 Total $ 206,522 $ 16,522 $ 190,000 $ 0.07-0.12 680,000 $ 0.07-0.20 Issuance Date Principal Amount Original Issue Discount Gross Proceeds Note Conversion Price Per Share Number of Shares Underlying Warrants Warrant Exercise Price Per Share October 16, 2019 $ 217,391 $ 17,391 $ 200,000 $ 0.07 400,000 $ 0.07 |
Company Background (Details Nar
Company Background (Details Narrative) - USD ($) | Aug. 14, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Net losses | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) | |
Accumulated deficit | $ (65,594,058) | (65,594,058) | (61,943,318) | (57,919,096) | |||
Additional capital raised through equity | 245,000 | $ 704,375 | $ 1,244,037 | $ 4,138,435 | |||
Additional capital raised through debt | 2,625,000 | ||||||
Proceeds from public offering of common stock and warrants | $ 15,000,000 | ||||||
Current Stockholders [Member] | |||||||
Additional capital raised through equity | 245,000 | ||||||
Related Party [Member] | |||||||
Additional capital raised through debt | $ 2,325,000 |
Company Background (Details N_2
Company Background (Details Narrative) (10-K) - USD ($) | Jul. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Net losses | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) | |
Accumulated deficit | $ (65,594,058) | $ (65,594,058) | (61,943,318) | $ (57,919,096) | |||
Stock issuance costs | 196,006 | ||||||
Stock issuance costs, net offering | $ 1,244,037 | ||||||
Warrant [Member] | |||||||
Proceeds from warrants issuances | $ 1,440,043 | ||||||
Cashless exercise of warrants | 9,600,000 | 101,984 | 392,047 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2019 | |
Cash equivalents | |||||||
Federal deposit insurance | 0 | 1,988,139 | |||||
Accounts receivable | $ 185,419 | $ 185,419 | 157,082 | 37,243 | |||
Allowance for accounts receivable | |||||||
Inventory reserves | |||||||
Asset impairment charge | |||||||
Shipping and handling costs | 21,603 | 10,366 | |||||
Sales taxes | 3,329 | 5,132 | |||||
Research and development costs | 145,273 | $ 86,115 | 250,141 | $ 214,093 | 269,077 | 97,479 | |
Advertising expenses | $ 364,306 | 84,317 | |||||
Minimum percentage of income tax benefit | 50.00% | ||||||
Unrecognized tax benefit | |||||||
Operating lease, right-to-use asset | $ 22,015 | $ 22,015 | $ 35,000 | ||||
Operating lease liability | $ 35,000 | ||||||
Maximum [Member] | |||||||
Federal deposit insurance | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Depreciation of Estimated Useful Lives (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Office Equipment [Member] | |
Estimated useful lives | 7 years |
Research and Development Equipment [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Research and Development Equipment [Member] | Maximum [Member] | |
Estimated useful lives | 7 years |
Information Technology Equipment [Member] | |
Estimated useful lives | 5 years |
Software [Member] | |
Estimated useful lives | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source and Geographical Location (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenue | $ 229,142 | $ 549,540 | $ 439,505 | $ 1,134,899 | $ 1,510,875 | $ 610,323 |
United States [Member] | ||||||
Total revenue | 439,505 | 1,118,486 | 1,494,462 | 610,323 | ||
Hong Kong [Member] | ||||||
Total revenue | $ 16,413 | $ 16,413 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source and Geographical Location (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenue | $ 229,142 | $ 549,540 | $ 439,505 | $ 1,134,899 | $ 1,510,875 | $ 610,323 |
United States [Member] | ||||||
Total revenue | 439,505 | 1,118,486 | 1,494,462 | 610,323 | ||
Hong Kong [Member] | ||||||
Total revenue | $ 16,413 | $ 16,413 |
Inventories (Details Narrative)
Inventories (Details Narrative) (10-K) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 774,588 | $ 1,383,630 | $ 98,937 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 533,139 | $ 96,750 | $ 240,917 |
Raw materials | 774,588 | 1,383,630 | 98,937 |
Total inventories | $ 1,307,727 | $ 1,480,380 | $ 340,425 |
Inventories - Schedule of Inv_2
Inventories - Schedule of Inventories (Details) (10-K) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 533,139 | $ 96,750 | $ 240,917 |
Raw materials | 774,588 | 1,383,630 | 98,937 |
Packing supplies and materials | 571 | ||
Total inventories | $ 1,307,727 | $ 1,480,380 | $ 340,425 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,901 | $ 5,854 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total property and equipment, net | $ 1,901 | |
Information Technology Equipment [Member] | ||
Information technology equipment | 31,892 | |
Less accumulated depreciation | (29,991) | |
Total property and equipment, net | $ 1,901 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)PatentApplicationsVehicle | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Vehicle | Dec. 31, 2017USD ($) | |
Patent, amortization period | 15 years | 15 years | ||||
Amortization expense | $ 10,074 | $ 6,717 | $ 29,102 | $ 21,952 | $ 28,669 | $ 23,568 |
Loss of abandonment of patents | $ 36,205 | $ 36,205 | ||||
Patents, units | 29 | 28 | ||||
Patents expiration date | Patents will expire beginning in 2023 through 2028 | Patents will expire beginning in 2023 through 2028 | ||||
Number of patent application pending | Vehicle | 3 | |||||
United States [Member] | ||||||
Patents, units | 14 | 14 | ||||
Number of patent application pending | 2 | 1 | ||||
Europe, Canada, China, India, Japan, and Hong Kong [Member] | ||||||
Patents, units | 15 | 14 | ||||
Europe and Brazil [Member] | ||||||
Number of patent application pending | 2 | 2 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details Narrative) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)PatentApplicationsVehicle | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Vehicle | Dec. 31, 2017USD ($) | |
Patent, amortization period | 15 years | 15 years | ||||
Amortization expense | $ | $ 10,074 | $ 6,717 | $ 29,102 | $ 21,952 | $ 28,669 | $ 23,568 |
Patents, units | 29 | 28 | ||||
Patents expiration date | Patents will expire beginning in 2023 through 2028 | Patents will expire beginning in 2023 through 2028 | ||||
Number of patent application pending | Vehicle | 3 | |||||
United States [Member] | ||||||
Patents, units | 14 | 14 | ||||
Number of patent application pending | 2 | 1 | ||||
Europe, Canada, China, India, Japan, and Hong Kong [Member] | ||||||
Patents, units | 15 | 14 | ||||
Europe and Brazil [Member] | ||||||
Number of patent application pending | 2 | 2 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 613,943 | $ 578,326 | $ 493,027 |
Less accumulated amortization | (321,614) | (292,512) | (263,843) |
Patents, Total | 292,329 | 285,814 | 229,184 |
Patents pending | 135,292 | 148,720 | 197,426 |
Total intangible assets, net | $ 427,621 | $ 434,534 | $ 426,610 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) (10-K) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 613,943 | $ 578,326 | $ 493,027 |
Less accumulated amortization | (321,614) | (292,512) | (263,843) |
Patents, Total | 292,329 | 285,814 | 229,184 |
Patents pending | 135,292 | 148,720 | 197,426 |
Total intangible assets, net | $ 427,621 | $ 434,534 | $ 426,610 |
Accrued Separation Costs (Detai
Accrued Separation Costs (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 09, 2016 |
Accrued compensation expenses | $ 118,635 | |||
Accrued separation costs, outstanding | $ 94,885 | |||
Accrued separation costs, current | $ 9,000 | $ 9,000 | ||
Separation Agreement [Member] | ||||
Accrued compensation expenses | $ 118,635 |
Accrued Separation Costs (Det_2
Accrued Separation Costs (Details Narrative) (10-K) | Aug. 09, 2016USD ($) |
Payables and Accruals [Abstract] | |
Accrued compensation expenses | $ 118,635 |
Accrued Separation Costs - Sche
Accrued Separation Costs - Schedule of Accrued Payroll and Payroll Related Expenses (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Payables and Accruals [Abstract] | |
2019 | $ 9,000 |
2020 | 9,000 |
2021 | 12,000 |
2022 | 12,000 |
2023 | 18,000 |
Thereafter | 41,635 |
Accrued Separation Costs, gross | 101,635 |
Less current portion | (9,000) |
Accrued Separation Costs, net | $ 92,635 |
Related Party Notes Payable (De
Related Party Notes Payable (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Interest charges | $ 45,925 | $ 101,385 |
Notes Payable [Member] | ||
Accrued and payable | $ 31,111 | $ 31,111 |
Related Party Notes Payable - S
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 1,575,000 | |
Less current portion | (575,000) | |
Long term notes payable | 1,000,000 | |
Inventory Financing [Member] | ||
Total notes payable | 1,000,000 | |
Officer Loan [Member] | ||
Total notes payable | 75,000 | |
Promissory Note [Member] | ||
Total notes payable | $ 500,000 |
Related Party Notes Payable -_2
Related Party Notes Payable - Schedule of Related Party Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 26, 2019 | May 20, 2019 | Jan. 11, 2019 | Jul. 10, 2019 |
Inventory Financing [Member] | ||||
Line of credit | $ 1,000,000 | |||
Line of credit facility, interest rate | 12.00% | |||
Inventory Financing [Member] | Minimum [Member] | ||||
Ownership percentage | 5.00% | |||
Officer Loan [Member] | ||||
Debt instrument description | On June 26, 2019, the Company borrowed $75,000 from the Chief Executive Officer of the Company with principal and interest due on August 26, 2019, which was subsequently extended to December 31, 2019. | |||
Officer Loan [Member] | Chief Executive Officer [Member] | ||||
Loan borrowed | $ 75,000 | |||
Debt instrument, interest rate | 4.50% | |||
Promissory Note [Member] | ||||
Loan borrowed | $ 100,000 | |||
Note payable | $ 400,000 | |||
Debt instrument, interest rate | 12.00% | |||
Debt instrument description | This note accrues interest at the rate of 12% per annum, is unsecured, and originally matured on August 20, 2019, which was subsequently extended to June 30, 2020. | |||
Promissory Note [Member] | Minimum [Member] | ||||
Ownership percentage | 5.00% |
Related Party Notes Payable -_3
Related Party Notes Payable - Schedule of Related Party Future Maturities of Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Related Party Notes Payable [Member] | ||
2020 | 575,000 | |
2021 | ||
2022 | 1,000,000 | |
Total | $ 1,575,000 |
Related Party Convertible Not_3
Related Party Convertible Note Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Original issue discount | $ 65,217 | $ 65,217 | |
Interest charges incurred | 45,925 | 101,385 | |
Related Party Convertible Note Payable [Member] | |||
Original issue discount | 351,267 | 351,267 | |
Interest expense | 73,898 | 73,898 | |
Interest charges incurred | 13,222 | 13,222 | |
Interest accrued and payable | $ 5,360 | $ 5,360 |
Related Party Convertible Not_4
Related Party Convertible Note Payable - Schedule of Related Party Convertible Note Payable (Details) - USD ($) | Sep. 30, 2019 | Jul. 19, 2019 | Dec. 31, 2018 |
Total notes payable | $ 815,217 | ||
Less original issue discounts | (65,217) | ||
Related party convertible note payable, net | 750,000 | ||
Less conversion rights and warrant discounts | (286,050) | ||
Plus amortization of discounts | 73,898 | ||
Total convertible notes payable, net | 537,848 | ||
Convertible Note 2019 - 02 [Member] | |||
Total notes payable | $ 815,217 | ||
Less original issue discounts | $ (65,217) |
Related Party Convertible Not_5
Related Party Convertible Note Payable - Schedule of Related Party Convertible Note Payable (Details) (Parenthetical) - USD ($) | Nov. 08, 2019 | Jul. 19, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Original issue discount | $ 65,217 | ||||
Warrants price per share | $ 0.625 | ||||
Convertible Note 2019 - 02 [Member] | |||||
Convertible notes payable issued | $ 815,217 | ||||
Original issue discount | 65,217 | ||||
Exchange of convertible notes payable | $ 750,000 | ||||
Debt instrument, interest rate | 8.00% | ||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||
Debt instrument, conversion price | $ 0.12 | ||||
Convertible Note 2019 - 02 [Member] | Detachable Warrant [Member] | |||||
Warrants to purchase common stock | 1,500,000 | ||||
Warrants price per share | $ 0.12 | ||||
Additional discount on convertible note | $ 286,050 | ||||
Convertible Note 2019 - 02 [Member] | Subsequent Event [Member] | |||||
Debt instrument, conversion price | $ 0.07 | ||||
Debt instrument, discount offering price percentage | 25.00% | ||||
Adjusted exercise price per share | $ 0.07 | ||||
Convertible Note 2019 - 02 [Member] | Minimum [Member] | Subsequent Event [Member] | |||||
Convertible notes payable issued | $ 5,000,000 |
Related Party Convertible Not_6
Related Party Convertible Note Payable - Schedule of Related Party Future Maturities of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Related Party Convertible Note [Member] | ||
2020 | 815,217 | |
Total | $ 815,217 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Original issue discount | $ 65,217 | $ 65,217 | |
Interest charges incurred | 45,925 | 101,385 | |
Convertible Note [Member] | |||
Original issue discount | 111,704 | 111,704 | |
Interest expense | 31,696 | 55,358 | |
Interest charges incurred | 4,496 | 7,537 | |
Interest accrued and payable | $ 7,537 | $ 7,537 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 815,217 | |
Less conversion rights and warrant discounts | (286,050) | |
Plus amortization of discounts | 73,898 | |
Convertible Note 2019 - 01 [Member] | ||
Total notes payable | 150,000 | |
Convertible Note 2019 - 03 [Member] | ||
Total notes payable | 108,696 | |
Convertible Note 2019 - 04 [Member] | ||
Total notes payable | 54,348 | |
Convertible Note [Member] | ||
Total notes payable | 313,044 | |
Less original issue discounts | (13,044) | |
Related party convertible note payable, net | 300,000 | |
Less conversion rights and warrant discounts | (98,660) | |
Plus amortization of discounts | 55,358 | |
Total convertible notes payable, net | $ 256,698 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 25, 2019 | Sep. 04, 2019 | Apr. 18, 2019 | Nov. 08, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Warrant price per share | $ 0.625 | ||||||
Original issue discount | $ 65,217 | ||||||
Convertible Note 2019 - 01 [Member] | |||||||
Convertible notes payable issued | $ 150,000 | ||||||
Debt instrument, interest rate | 10.00% | ||||||
Debt instrument, maturity date | Dec. 31, 2019 | ||||||
Debt instrument, conversion price | $ 0.12 | ||||||
Convertible Note 2019 - 01 [Member] | Detachable Warrant [Member] | |||||||
Warrants to purchase common stock | 500,000 | ||||||
Warrant price per share | $ 0.20 | ||||||
Additional discount on convertible note | $ 83,300 | ||||||
Convertible Note 2019 - 01 [Member] | Subsequent Event [Member] | |||||||
Adjusted exercise price per share | $ 0.07 | ||||||
Convertible Note 2019 - 03 [Member] | |||||||
Convertible notes payable issued | $ 108,696 | ||||||
Debt instrument, interest rate | 8.00% | ||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||
Debt instrument, conversion price | $ 0.12 | ||||||
Original issue discount | $ 8,696 | ||||||
Exchange of convertible notes payable | $ 100,000 | ||||||
Debt instrument, amortized period | 36 months | ||||||
Convertible Note 2019 - 03 [Member] | Detachable Warrant [Member] | |||||||
Warrants to purchase common stock | 200,000 | ||||||
Warrant price per share | $ 0.12 | ||||||
Additional discount on convertible note | $ 11,170 | ||||||
Convertible Note 2019 - 04 [Member] | |||||||
Convertible notes payable issued | $ 54,348 | ||||||
Debt instrument, interest rate | 8.00% | ||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||
Debt instrument, conversion price | $ 0.12 | ||||||
Original issue discount | $ 4,348 | ||||||
Exchange of convertible notes payable | $ 50,000 | ||||||
Debt instrument, amortized period | 36 months | ||||||
Convertible Note 2019 - 04 [Member] | Detachable Warrant [Member] | |||||||
Warrants to purchase common stock | 100,000 | ||||||
Warrant price per share | $ 0.12 | ||||||
Additional discount on convertible note | $ 4,190 |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Future Maturities of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 750,000 | |
Convertible Note [Member] | ||
2020 | 313,044 | |
Total | $ 313,044 |
Derivative Financial Instrume_3
Derivative Financial Instrument (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Vehicle | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Vehicle | Sep. 30, 2018USD ($) | |
Derivative liabilities and convertible note discounts | $ 243,275 | $ 243,275 | ||
Derivative liabilities | 246,414 | 246,414 | ||
Loss on fair value of derivative liabilities | $ (20,524) | $ (3,139) | ||
Expected Dividend Yield [Member] | ||||
Derivative liabilities, measurement input | Vehicle | 0 | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value Assumptions Related to Option Issued (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)Vehicle | |
Derivative liabilities | $ 246,414 |
Expected Dividend Yield [Member] | |
Derivative liabilities, measurement input | Vehicle | 0 |
Convertible Note [Member] | Fair Value, Inputs, Level 1 [Member] | |
Derivative liabilities | |
Convertible Note [Member] | Fair Value, Inputs, Level 2 [Member] | |
Derivative liabilities | |
Convertible Note [Member] | Fair Value, Inputs, Level 3 [Member] | |
Derivative liabilities | $ 246,414 |
Convertible Note [Member] | Expected Dividend Yield [Member] | |
Derivative liabilities, measurement input | 0 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 0.0175 |
Convertible Note [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 0.0244 |
Convertible Note [Member] | Volatility [Member] | Minimum [Member] | |
Derivative liabilities, measurement input | 1.02 |
Convertible Note [Member] | Volatility [Member] | Maximum [Member] | |
Derivative liabilities, measurement input | 1.37 |
Convertible Note [Member] | Expected Term [Member] | |
Derivative liabilities, expected term | 1 year |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jul. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | $ 704,375 | $ 1,244,037 | $ 4,138,435 | ||
Warrant price per share | $ 0.625 | |||||
Number of common stock issued | 9,600,286 | |||||
Stock issuance costs | $ 196,006 | |||||
Common stock, shares outstanding | 137,261,594 | 133,888,573 | 122,674,516 | |||
Warrant Exchange Offering [Member] | ||||||
Sold securities in a self-directed offering, aggregate amount | $ 1,440,043 | |||||
Warrants to purchase of common stock shares | 9,600,000 | |||||
Warrant price per share | 0.625 | |||||
Cash payment, price per share | $ 0.15 | |||||
Number of common stock issued | 9,600,286 | |||||
Stock issuance costs | $ 196,006 | |||||
Proceeds from issuance of common stock, net of issuance costs | $ 1,244,037 | |||||
Self-Directed Stock Issuance [Member] | ||||||
Number of restricted common stock | 2,237,500 | |||||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | ||||||
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | |||||
Issuance of stock per share | $ 0.30 | |||||
Sale of stock, description of transaction | Each $0.30 unit consisted of 2 shares of restricted common stock (1,633,330 shares) and a five-year warrant to purchase 1 share of restricted common stock (816,665 warrant shares) at $0.20 per share. | |||||
Number of restricted common stock | 1,633,330 | |||||
Warrants to purchase of common stock shares | 816,665 | |||||
Warrants term | 5 years | |||||
Self-Directed Stock Issuance [Member] | Existing Stockholders [Member] | Restricted Common Stock [Member] | ||||||
Issuance of stock per share | $ 0.20 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Narrative) (10-K) - USD ($) | Jul. 27, 2018 | May 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Warrant price per share | $ 0.625 | ||||||
Share price | 0.15 | ||||||
Number of common stock issued | 9,600,286 | ||||||
Stock issuance costs | $ 196,006 | ||||||
Stock issuance costs, net offering | 1,244,037 | ||||||
Sold securities in a self-directed offering, aggregate amount | $ 245,000 | $ 704,375 | $ 1,244,037 | $ 4,138,435 | |||
Common stock, shares outstanding | 137,261,594 | 133,888,573 | 122,674,516 | ||||
Equity Purchase Agreement [Member] | |||||||
Number of common stock shares sold | 567,644 | ||||||
Proceeds from sale of common stock | $ 60,000 | ||||||
Restricted Stock One [Member] | |||||||
Restricted common stock price per share | $ 0.08 | ||||||
Warrants to purchase of common stock shares | 2,237,500 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Two [Member] | |||||||
Restricted common stock price per share | $ 0.12 | ||||||
Warrants to purchase of common stock shares | 2,237,500 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Three [Member] | |||||||
Restricted common stock price per share | $ 0.16 | ||||||
Warrants to purchase of common stock shares | 2,237,500 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Four [Member] | |||||||
Restricted common stock price per share | $ 0.12 | ||||||
Warrants to purchase of common stock shares | 31,453,788 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Five [Member] | |||||||
Restricted common stock price per share | $ 0.12 | ||||||
Warrants to purchase of common stock shares | 31,453,788 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Six [Member] | |||||||
Restricted common stock price per share | $ 0.30 | ||||||
Warrants to purchase of common stock shares | 416,595 | ||||||
Warrants term | 5 years | ||||||
Restricted Stock Seven [Member] | |||||||
Restricted common stock price per share | $ 0.30 | ||||||
Warrants to purchase of common stock shares | 416,595 | ||||||
Warrants term | 5 years | ||||||
Restricted Common Stock [Member] | |||||||
Sold securities in a self-directed offering, aggregate amount | $ 44,700 | ||||||
Issuance of stock per share | $ 0.08 | ||||||
Conversion stock, description | Each unit consisted of 1 share of restricted common stock (558,750 shares), a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.08 per share, a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.12 per share, and a five-year warrant to purchase 1 share of restricted common stock (558,750 warrant shares) at $0.16 per share. | ||||||
Number of restricted common stock | 558,750 | ||||||
Restricted Common Stock One [Member] | |||||||
Restricted common stock price per share | $ 0.08 | ||||||
Warrants to purchase of common stock shares | 558,750 | ||||||
Warrants term | 5 years | ||||||
Restricted Common Stock Two [Member] | |||||||
Restricted common stock price per share | $ 0.12 | ||||||
Warrants to purchase of common stock shares | 558,750 | ||||||
Warrants term | 5 years | ||||||
Restricted Common Stock Three [Member] | |||||||
Restricted common stock price per share | $ 0.16 | ||||||
Warrants to purchase of common stock shares | 558,750 | ||||||
Warrants term | 5 years | ||||||
Warrant [Member] | |||||||
Warrant price per share | $ 0.625 | ||||||
Cashless exercise of warrants | 9,600,000 | ||||||
Proceeds from warrants issuances | $ 1,440,043 | ||||||
Warrants to purchase of common stock shares | 9,600,000 | 101,984 | 392,047 | ||||
Self Directed Stock Issuance One [Member] | |||||||
Sold securities in a self-directed offering, aggregate amount | $ 179,000 | ||||||
Issuance of stock per share | $ 0.08 | ||||||
Self Directed Stock Issuance Two [Member] | |||||||
Sold securities in a self-directed offering, aggregate amount | $ 3,774,456 | ||||||
Issuance of stock per share | $ 0.12 | ||||||
Self Directed Stock Issuance Three [Member] | |||||||
Sold securities in a self-directed offering, aggregate amount | $ 124,979 | ||||||
Issuance of stock per share | $ 0.30 | ||||||
Self-Directed Stock Issuance [Member] | |||||||
Conversion stock, description | Each $0.08 unit consisted of 1 share of restricted common stock (2,237,500 shares), a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.08 per share, a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.12 per share, and a five-year warrant to purchase 1 share of restricted common stock (2,237,500 warrant shares) at $0.16 per share. Each $0.12 unit consisted of 1 share of restricted common stock (31,453,788 shares) and a five-year warrant to purchase 1 share of restricted common stock (31,453,788 warrant shares) at $0.12 per share. Each $0.30 unit consisted of 1 share of restricted common stock (416,595 shares) and a five-year warrant to purchase 1 share of restricted common stock (416,595 warrant shares) at $0.30 per share. | ||||||
Number of restricted common stock | 2,237,500 |
Stock Grants (Details Narrative
Stock Grants (Details Narrative) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2017 | Apr. 10, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Number of shares granted during period | 2,833,334 | 2,161,458 | ||||||||
Stock-based compensation expense | $ 257,875 | $ 233,125 | $ 650,271 | |||||||
Share price | $ 0.15 | |||||||||
Restricted Common Stock [Member] | Consultant One [Member] | ||||||||||
Number of shares granted during period | 100,000 | |||||||||
Stock-based compensation expense | 0 | 5,750 | ||||||||
Share price | $ 0.23 | |||||||||
Restricted Common Stock [Member] | Consultant Two [Member] | ||||||||||
Number of shares granted during period | 100,000 | |||||||||
Stock-based compensation expense | $ 0 | $ 4,375 | ||||||||
Share price | $ 0.175 | |||||||||
Share-based payment forfeiture and vesting rights, percentage | 25.00% | |||||||||
Restricted Common Stock [Member] | Directors [Member] | ||||||||||
Number of shares granted during period | 1,627,191 | 906,774 | ||||||||
Stock-based compensation expense | $ 262,500 | $ 200,000 | ||||||||
Restricted Common Stock [Member] | Consultants [Member] | ||||||||||
Number of shares granted during period | 37,500 | 37,500 | 112,500 | 37,500 | ||||||
Stock-based compensation expense | $ 14,400 | $ 22,500 | ||||||||
Share price | $ 0.125 | $ 0.17 | $ 0.20 | $ 0.089 | $ 0.20 |
Stock Grants (Details Narrati_2
Stock Grants (Details Narrative) (10-K) - USD ($) | Sep. 01, 2017 | Aug. 08, 2017 | Apr. 10, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted common stock, value | $ 44,700 | ||||||
Stock compensation expense | $ 257,875 | $ 233,125 | $ 650,271 | ||||
Director [Member] | |||||||
Restricted common stock, shares | 1,344,274 | 793,025 | |||||
Restricted common stock, value | $ 287,500 | $ 150,000 | |||||
Consultant [Member] | |||||||
Restricted common stock, shares | 100,000 | 100,000 | 112,500 | ||||
Restricted common stock, per share | $ 0.175 | $ 0.23 | $ 0.20 | ||||
Stock compensation expense | $ 22,500 | ||||||
Share-based payment forfeiture and vesting rights, percentage | 25.00% | ||||||
Consultant [Member] | April 10, 2017 [Member] | |||||||
Stock compensation expense | 17,250 | ||||||
Consultant [Member] | August 8, 2017 [Member] | |||||||
Stock compensation expense | $ 10,125 | $ 13,125 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - $ / shares | Jul. 27, 2018 | Feb. 07, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 04, 2018 | Apr. 16, 2015 |
Options default term | 4 years 1 month 6 days | 4 years 11 months 23 days | 5 years 11 months 8 days | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Number of common stock shares issued | 9,600,286 | ||||||
Stock Option Exercise [Member] | |||||||
Number of common stock shares issued | 156,997 | 645,288 | |||||
Cashless exercise of a stock option, shares | 100,000 | 100,000 | |||||
Common stock per share | $ 0.06 | $ 0.155 | |||||
Number of common stock withheld with aggregate exercise price | 43,003 | 124,712 | |||||
Stock Option Exercise One [Member] | |||||||
Cashless exercise of a stock option, shares | 50,000 | 45,000 | |||||
Common stock per share | $ 0.06 | $ 0.06 | |||||
Stock Option Exercise Two [Member] | |||||||
Cashless exercise of a stock option, shares | 50,000 | 625,000 | |||||
Common stock per share | $ 0.06 | $ 0.06 | |||||
2014 Equity Compensation Plan [Member] | |||||||
Number of reserved for future issuance | 30,420,148 | 50,420,148 | |||||
2014 Equity Compensation Plan [Member] | Majority Stockholders [Member] | |||||||
Number of reserved for future issuance | 15,000,000 | ||||||
2014 Equity Compensation Plan [Member] | Stockholders [Member] | |||||||
Number of reserved for future issuance | 5,000,000 | ||||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | |||||||
Options default term | 10 years | 10 years | |||||
Generally vest term | 4 years | 4 years | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Percentage price per share of options granted of fair market value | 100.00% | ||||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees [Member] | Maximum [Member] | |||||||
Percentage price per share of options granted of fair market value | 100.00% | ||||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | 10% Stockholder [Member] | Maximum [Member] | |||||||
Percentage price per share of options granted of fair market value | 110.00% | ||||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Employees, Directors, Advisors and Consultants [Member] | Maximum [Member] | Non-statutory Stock Options and Restricted Stock [Member] | |||||||
Percentage price per share of options granted of fair market value | 100.00% |
Stock Option Plans (Details N_2
Stock Option Plans (Details Narrative) (10-K) - USD ($) | Jul. 27, 2018 | Feb. 07, 2014 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 16, 2015 |
Options default term | 4 years 1 month 6 days | 4 years 11 months 23 days | 5 years 11 months 8 days | |||
Dividend yield | $ 0 | |||||
Number of common stock shares issued | 9,600,286 | |||||
Stock Option Exercise [Member] | ||||||
Number of common stock shares issued | 156,997 | 645,288 | ||||
Cashless exercise of a stock option, shares | 100,000 | 100,000 | ||||
Common stock per share | $ 0.06 | $ 0.155 | ||||
Number of common stock withheld with aggregate exercise price | 43,003 | 124,712 | ||||
Stock Option Exercise One [Member] | ||||||
Cashless exercise of a stock option, shares | 50,000 | 45,000 | ||||
Common stock per share | $ 0.06 | $ 0.06 | ||||
Stock Option Exercise Two [Member] | ||||||
Cashless exercise of a stock option, shares | 50,000 | 625,000 | ||||
Common stock per share | $ 0.06 | $ 0.06 | ||||
2014 Equity Compensation Plan [Member] | ||||||
Aggregate number of shares issuable under this plan | 30,420,148 | |||||
Shares authorized | 50,420,148 | 15,000,000 | ||||
Additional shares authorized | 5,000,000 | |||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | ||||||
Percentage of stock option granted to stockholders | 10.00% | |||||
Options default term | 10 years | 10 years | ||||
Generally vest term | 4 years | 4 years | ||||
2014 Equity Compensation Plan and 2006 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Percentage granted to employees at a price per share | 100.00% | |||||
Percentage exercise price per share | 110.00% | |||||
Percentage restricted stock to related parties price per share | 100.00% |
Stock Option Plans - Schedule o
Stock Option Plans - Schedule of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Beginning balance | 40,496,761 | 38,213,427 | 36,821,969 |
Options Exercisable, Beginning balance | 37,157,179 | 36,213,427 | 36,771,969 |
Options, Canceled | (58,336) | (350,000) | |
Options, Granted | 2,833,334 | 2,161,458 | |
Options, Exercised | (200,000) | (770,000) | |
Options, Forfeited | |||
Options Outstanding, Ending balance | 40,438,425 | 40,496,761 | 38,213,427 |
Options Exercisable, Ending balance | 38,130,093 | 37,157,179 | 36,213,427 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.40 | $ 0.41 | $ 0.41 |
Weighted Average Exercise Price, Exercisable, Beginning balance | 0.41 | 0.41 | 0.41 |
Weighted Average Exercise Price, Canceled | |||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.40 | 0.40 | 0.41 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.41 | $ 0.41 | $ 0.41 |
Weighted Average Remaining Contractual Term in Years, Outstanding Beginning | 4 years 6 months 7 days | 5 years 2 months 23 days | 5 years 11 months 8 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Beginning | 4 years 1 month 6 days | 4 years 11 months 23 days | 5 years 11 months 8 days |
Weighted Average Remaining Contractual Term in Years, Outstanding Ending | 3 years 9 months 7 days | 4 years 6 months 7 days | 5 years 2 months 23 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 5 months 23 days | 4 years 1 month 6 days | 4 years 11 months 23 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 986,808 | $ 562,456 | $ 301,273 |
Aggregate Intrinsic Value, Exercisable Beginning balance | 966,808 | 562,456 | 299,273 |
Aggregate Intrinsic Value, Outstanding Ending balance | 149,089 | 986,808 | 562,456 |
Aggregate Intrinsic Value, Exercisable Ending balance | $ 149,089 | $ 966,808 | $ 562,456 |
Stock Option Plans - Schedule_2
Stock Option Plans - Schedule of Stock Option Activity (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Beginning balance | 40,496,761 | 38,213,427 | 36,821,969 |
Options Exercisable, Beginning balance | 37,157,179 | 36,213,427 | 36,771,969 |
Options, Canceled | (58,336) | (350,000) | |
Options, Granted | 2,833,334 | 2,161,458 | |
Options, Exercised | (200,000) | (770,000) | |
Options, Forfeited | |||
Options Outstanding, Ending balance | 40,438,425 | 40,496,761 | 38,213,427 |
Options Exercisable, Ending balance | 38,130,093 | 37,157,179 | 36,213,427 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.40 | $ 0.41 | $ 0.41 |
Weighted Average Exercise Price, Exercisable, Beginning balance | 0.41 | 0.41 | 0.41 |
Weighted Average Exercise Price, Canceled | |||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.40 | 0.40 | 0.41 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.41 | $ 0.41 | $ 0.41 |
Weighted Average Remaining Contractual Term in Years, Outstanding Beginning | 4 years 6 months 7 days | 5 years 2 months 23 days | 5 years 11 months 8 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Beginning | 4 years 1 month 6 days | 4 years 11 months 23 days | 5 years 11 months 8 days |
Weighted Average Remaining Contractual Term in Years, Outstanding Ending | 3 years 9 months 7 days | 4 years 6 months 7 days | 5 years 2 months 23 days |
Weighted Average Remaining Contractual Term in Years, Exercisable, Ending | 3 years 5 months 23 days | 4 years 1 month 6 days | 4 years 11 months 23 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 986,808 | $ 562,456 | $ 301,273 |
Aggregate Intrinsic Value, Exercisable Beginning balance | 966,808 | 562,456 | 299,273 |
Aggregate Intrinsic Value, Outstanding Ending balance | 149,089 | 986,808 | 562,456 |
Aggregate Intrinsic Value, Exercisable Ending balance | $ 149,089 | $ 966,808 | $ 562,456 |
Stock Option Plans - Schedule_3
Stock Option Plans - Schedule of Non-vested Shares Granted Under Stock Option Plan (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Non-vested, Options Outstanding, Beginning balance | 3,339,582 | 2,000,000 | 50,000 |
Non-vested, Options Granted | 2,833,334 | 2,161,458 | |
Non-vested, Options Vested | (972,914) | (1,143,752) | (211,458) |
Non-vested, Options Canceled | (58,336) | (350,000) | |
Non-vested, Options Outstanding, Ending balance | 2,308,332 | 3,339,582 | 2,000,000 |
Stock Option Plans - Schedule_4
Stock Option Plans - Schedule of Non-vested Shares Granted Under Stock Option Plan (Details) (10-K) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Non-vested, Options Outstanding, Beginning balance | 3,339,582 | 2,000,000 | 50,000 |
Non-vested, Options Granted | 2,833,334 | 2,161,458 | |
Non-vested, Options Vested | (972,914) | (1,143,752) | (211,458) |
Non-vested, Options Canceled | (58,336) | (350,000) | |
Non-vested, Options Outstanding, Ending balance | 2,308,332 | 3,339,582 | 2,000,000 |
Stock Option Plans - Schedule_5
Stock Option Plans - Schedule of Fair Value Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate, minimum | 2.38% | 2.38% | |
Risk-free rate, maximum | 3.04% | 3.04% | |
Expected volatility, minimum | 214.00% | 214.00% | |
Expected volatility, Maximum | 226.00% | 226.00% | |
Minimum [Member] | |||
Expected term | 3 years | 3 years | 5 years |
Maximum [Member] | |||
Expected term | 7 years | 7 years | 7 years |
Stock Option Plans - Schedule_6
Stock Option Plans - Schedule of Fair Value Assumptions (Details) (10-K) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Risk-free rate | 2.38% | 1.89% | |
Expected volatility | 214.00% | 221.00% | |
Expected term | 3 years | 3 years | 5 years |
Maximum [Member] | |||
Risk-free rate | 3.04% | 2.26% | |
Expected volatility | 226.00% | 232.00% | |
Expected term | 7 years | 7 years | 7 years |
Stock Option Plans - Schedule_7
Stock Option Plans - Schedule of Recognized Stock Based Compensation Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | ||||
Service provider compensation | $ 133,125 | $ 76,250 | $ 124,896 | $ 3,500 |
Employee compensation | 124,750 | 156,875 | ||
Total | $ 257,875 | $ 233,125 | $ 650,271 |
Stock Option Plans - Schedule_8
Stock Option Plans - Schedule of Recognized Stock Based Compensation Expense (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | ||||
Service provider compensation | $ 133,125 | $ 76,250 | $ 124,896 | $ 3,500 |
Employee compensation | 205,250 | 33,271 | ||
Director compensation | 25,000 | |||
Total | $ 330,146 | $ 61,771 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Jul. 27, 2018USD ($)$ / sharesshares | Sep. 30, 2019USD ($)Vehicle$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jun. 30, 2018$ / shares |
Stock compensation expense | $ 257,875 | $ 233,125 | $ 650,271 | |||
Warrant price per share | $ / shares | $ 0.625 | |||||
Discount on convertible notes | 65,217 | |||||
Proceeds from the issuance of common stock | $ 245,000 | 704,375 | 1,244,037 | $ 4,138,435 | ||
Number of common stock shares issued | shares | 9,600,286 | |||||
Stock issuance costs | 196,006 | |||||
Warrant Exchange Offering [Member] | ||||||
Warrants to purchase of common stock shares | shares | 9,600,000 | |||||
Warrant price per share | $ / shares | 0.625 | |||||
Cash payment, price per share | $ / shares | 0.15 | |||||
Proceeds from the issuance of common stock | $ 1,440,043 | |||||
Number of common stock shares issued | shares | 9,600,286 | |||||
Stock issuance costs | $ 196,006 | |||||
Proceeds from issuance of common stock, net of issuance costs | $ 1,244,037 | |||||
Warrant Exchange Offering [Member] | Investment Bankers [Member] | ||||||
Warrants to purchase of common stock shares | shares | 315,010 | |||||
Warrant price per share | $ / shares | $ 0.21 | |||||
Convertible Note Warrants [Member] | ||||||
Warrants to purchase of common stock shares | shares | 2,300,000 | |||||
Warrants, term | 5 years | |||||
Discount on convertible notes | $ 141,435 | |||||
Convertible Note Warrants [Member] | Minimum [Member] | ||||||
Warrant price per share | $ / shares | $ 0.12 | |||||
Convertible Note Warrants [Member] | Maximum [Member] | ||||||
Warrant price per share | $ / shares | $ 0.20 | |||||
Warrant [Member] | ||||||
Stock compensation expense | $ 0 | $ 0 | ||||
Warrants to purchase of common stock shares | shares | 9,600,000 | 101,984 | 392,047 | |||
Warrant price per share | $ / shares | $ 0.625 | |||||
Warrants expired | shares | 18,405,496 | 101,984 | 392,047 | |||
Expected Dividend Yield [Member] | ||||||
Warrants, measurement input | Vehicle | 0 |
Warrants (Details Narrative) (1
Warrants (Details Narrative) (10-K) - USD ($) | Jul. 27, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Dividend yield | $ 0 | |||||
Stock compensation expense | $ 257,875 | $ 233,125 | 650,271 | |||
Number of common stock shares issued | 9,600,286 | |||||
Warrant price per share | $ 0.625 | |||||
Number of common stock value issued | $ 60,000 | |||||
Stock issuance costs | 196,006 | |||||
Stock issuance costs, net offering | $ 1,244,037 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Investment Bankers [Member] | ||||||
Issuance of shares issued for services | 315,010 | |||||
Common stock par value | $ 0.21 | |||||
Warrant [Member] | ||||||
Stock compensation expense | $ 0 | $ 0 | ||||
Cashless exercise of warrants | 9,600,000 | |||||
Warrant price per share | 0.625 | |||||
Cash payments | $ 0.15 | |||||
Proceeds from warrants issuances | $ 1,440,043 | |||||
Warrants to purchase an aggregate number of shares | 9,600,000 | 101,984 | 392,047 | |||
Warrant Exercise [Member] | ||||||
Number of common stock shares issued | 233,217 | |||||
Cashless exercise of warrants | 298,000 | |||||
Warrant price per share | $ 0.10 | |||||
Aggregate fair market value of common stock withheld | 64,783 | |||||
Warrant Exercise One [Member] | ||||||
Number of common stock shares issued | 500,000 | |||||
Cashless exercise of warrants | 500,000 | |||||
Warrant price per share | $ 0.08 | |||||
Number of common stock value issued | $ 40,000 |
Warrants - Schedule of Stock Wa
Warrants - Schedule of Stock Warrants Activity (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants, Outstanding, Beginning balance | 118,046,862 | 127,434,122 | 88,365,036 |
Warrants, Exercisable, Beginning balance | 118,046,862 | 127,434,122 | 88,365,036 |
Warrants, Canceled | |||
Warrants, Granted | 3,116,665 | 315,010 | 40,259,133 |
Warrants, Exercised | (9,600,286) | (798,000) | |
Warrants, Expired | (18,405,496) | (101,984) | (392,047) |
Warrants, Outstanding, Ending balance | 102,758,031 | 118,046,862 | 127,434,122 |
Warrants, Exercisable, Ending balance | 102,758,031 | 118,046,862 | 127,434,122 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.20 | $ 0.24 | $ 0.30 |
Weighted Average Exercise Price, Exercisable, Beginning | 0.20 | 0.24 | 0.30 |
Weighted Average Exercise Price, Canceled/Expired | |||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Outstanding, Ending | 0.13 | 0.20 | 0.24 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.13 | $ 0.20 | $ 0.24 |
Weighted Average Remaining Contractual Term in Years, Beginning Outstanding | 2 years 3 months 26 days | 3 years 1 month 24 days | 3 years 6 months |
Weighted Average Remaining Contractual Term in Years, Beginning Exercisable | 2 years 3 months 26 days | 3 years 1 month 24 days | 3 years 6 months |
Weighted Average Remaining Contractual Term in Years, Ending Outstanding | 2 years 26 days | 2 years 3 months 26 days | 3 years 1 month 24 days |
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 26 days | 2 years 3 months 26 days | 3 years 1 month 24 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 7,848,637 | $ 3,957,689 | $ 543,770 |
Aggregate Intrinsic Value, Exercisable, Beginning | 7,848,637 | 3,957,689 | 543,770 |
Aggregate Intrinsic Value, Outstanding, Ending | 146,779 | 7,848,637 | 3,957,689 |
Aggregate Intrinsic Value, Exercisable, Ending | $ 146,779 | $ 7,848,637 | $ 3,957,689 |
Warrants - Schedule of Stock _2
Warrants - Schedule of Stock Warrants Activity (Details) (10-K) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants, Outstanding, Beginning balance | 118,046,862 | 127,434,122 | 88,365,036 |
Warrants, Exercisable, Beginning balance | 118,046,862 | 127,434,122 | 88,365,036 |
Warrants, Canceled | |||
Warrants, Granted | 3,116,665 | 315,010 | 40,259,133 |
Warrants, Exercised | (9,600,286) | (798,000) | |
Warrants, Forfeited | (18,405,496) | (101,984) | (392,047) |
Warrants, Outstanding, Ending balance | 102,758,031 | 118,046,862 | 127,434,122 |
Warrants, Exercisable, Ending balance | 102,758,031 | 118,046,862 | 127,434,122 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.20 | $ 0.24 | $ 0.30 |
Weighted Average Exercise Price, Exercisable, Beginning | 0.20 | 0.24 | 0.30 |
Weighted Average Exercise Price, Canceled | |||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Outstanding, Ending | 0.13 | 0.20 | 0.24 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.13 | $ 0.20 | $ 0.24 |
Weighted Average Remaining Contractual Term in Years, Beginning Outstanding | 2 years 3 months 26 days | 3 years 1 month 24 days | 3 years 6 months |
Weighted Average Remaining Contractual Term in Years, Beginning Exercisable | 2 years 3 months 26 days | 3 years 1 month 24 days | 3 years 6 months |
Weighted Average Remaining Contractual Term in Years, Ending Outstanding | 2 years 26 days | 2 years 3 months 26 days | 3 years 1 month 24 days |
Weighted Average Remaining Contractual Term in Years, Ending Exercisable | 2 years 26 days | 2 years 3 months 26 days | 3 years 1 month 24 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 7,848,637 | $ 3,957,689 | $ 543,770 |
Aggregate Intrinsic Value, Exercisable, Beginning | 7,848,637 | 3,957,689 | 543,770 |
Aggregate Intrinsic Value, Outstanding, Ending | 146,779 | 7,848,637 | 3,957,689 |
Aggregate Intrinsic Value, Exercisable, Ending | $ 146,779 | $ 7,848,637 | $ 3,957,689 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||||||
Effective tax statutory rate | 35.00% | 21.00% | 21.00% | 21.00% | 34.00% | 21.00% | 21.00% | 34.00% |
Effective tax statutory rate, description | On March 22, 2018, the Tax Cuts and Jobs Act ("TCJA") was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. | |||||||
Unrecognized tax benefits |
Income Taxes (Details Narrati_2
Income Taxes (Details Narrative) (10-K) - USD ($) | Dec. 22, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Effective tax statutory rate | 35.00% | 21.00% | 21.00% | 21.00% | 34.00% | 21.00% | 21.00% | 34.00% | |
Provision for income taxes | |||||||||
Income tax offset percentage | 80.00% | ||||||||
Reduced tax rate | 21.00% | ||||||||
Deferred tax asset | 3,800,000 | ||||||||
Refundable tax credit | $ 17,253 | ||||||||
Hawaii Income Tax Purposes [Member] | |||||||||
Operating loss carry forwards | $ 29,286,880 | $ 29,286,880 | |||||||
Federal [Member] | |||||||||
Operating loss carry forwards | $ 36,950,157 | $ 36,950,157 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Taxes Rate (Details) (10-K) | Dec. 22, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||||||||
Tax provision (benefit) at Federal statutory rate | (35.00%) | (21.00%) | (21.00%) | (21.00%) | (34.00%) | (21.00%) | (21.00%) | (34.00%) |
Accrued compensation | (0.28%) | (0.32%) | ||||||
Stock based compensation | 3.37% | 4.15% | ||||||
Depreciation and amortization | 0.15% | 0.59% | ||||||
Other | 0.07% | 0.26% | ||||||
Change in valuation allowance | 17.69% | 29.32% | ||||||
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 9,633,893 | $ 8,705,467 |
Accrued compensation | 1,080,432 | 1,074,903 |
Stock based compensation | 178,174 | 66,348 |
Credit carryforwards | 52,592 | 71,910 |
Depreciation and amortization carryforwards | (63,917) | (71,054) |
Total | 10,881,174 | 9,847,574 |
Less valuation allowance | (10,881,174) | (9,847,574) |
NET DEFERRED TAX ASSETS |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||||
Net loss (numerator) Basic loss per share, basic | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
Net loss (numerator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||||
Net loss (numerator) Diluted loss per share, diluted | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
Shares (Denominator) Basic loss per shares, basic | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Shares (Denominator) Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||||
Shares (Denominator) Diluted loss per shares, diluted | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Per share amount Basic loss per share, basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
Per share amount Effect of dilutive securities-Common stock options, warrants, and convertible note | ||||||
Per share amount Diluted loss per share, diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||||
Net loss (numerator) Basic loss per share, basic | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
Net loss (numerator) Effect of dilutive securities-common stock options and warrants | ||||||
Net loss (numerator) Diluted loss per share, diluted | $ (1,433,626) | $ (928,888) | $ (3,650,740) | $ (3,076,873) | $ (4,024,222) | $ (1,985,234) |
Shares (denominator) Basic loss per shares, basic | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Shares (denominator) Effect of dilutive securities-common stock options and warrants | ||||||
Shares (denominator) Diluted loss per shares, diluted | 136,640,761 | 130,083,598 | 135,516,490 | 125,271,516 | 127,304,856 | 99,951,385 |
Per share amount Basic loss per share, basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
Per share amount Effect of dilutive securities-common stock options and warrants | ||||||
Per share amount Diluted loss per share, diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.02) |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Schedule of Shares of Common Stock Equivalents Were Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total common stock equivalents excluded from the computation of diluted net loss per share | 152,686,642 | 157,645,607 | 158,543,623 | 165,647,549 |
Common Stock Warrants [Member] | ||||
Total common stock equivalents excluded from the computation of diluted net loss per share | 102,758,031 | 118,148,846 | 118,046,862 | 127,434,122 |
Convertible Notes [Member] | ||||
Total common stock equivalents excluded from the computation of diluted net loss per share | 9,490,186 | |||
Common Stock Options [Member] | ||||
Total common stock equivalents excluded from the computation of diluted net loss per share | 40,438,425 | 39,496,761 | 40,496,761 | 38,213,427 |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share - Schedule of Computation of Diluted Net Income (Loss) Per Share (Details) (10-K) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total common stock equivalents | 152,686,642 | 157,645,607 | 158,543,623 | 165,647,549 |
Common Stock Warrants [Member] | ||||
Total common stock equivalents | 102,758,031 | 118,148,846 | 118,046,862 | 127,434,122 |
Common Stock Options [Member] | ||||
Total common stock equivalents | 40,438,425 | 39,496,761 | 40,496,761 | 38,213,427 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018USD ($)Vehicle | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 02, 2019USD ($) | |
Total monthly payment | $ 1,619 | |||||||
Lease expense | $ 21,196 | |||||||
Operating lease, right-to-use asset | $ 22,015 | $ 22,015 | $ 35,000 | |||||
Operating lease liability | $ 35,000 | |||||||
ASU No. 2016-02 [Member] | ||||||||
Operating lease, right-to-use asset | 22,015 | 22,015 | ||||||
Operating lease liability | $ 22,015 | $ 22,015 | ||||||
Lease Settlement Agreement [Member] | Manoa Innovation Center [Member] | ||||||||
Lease, term | 45 days | 45 days | ||||||
Rent expenses | $ 8,989 | $ 8,760 | $ 27,188 | $ 29,662 | $ 39,302 | $ 29,690 | ||
Vehicle Lease Arrangement [Member] | ||||||||
Lease, term | 3 years | |||||||
Number of vehicles | Vehicle | 3 | |||||||
Total monthly payment | $ 1,619 | |||||||
Lease expense | $ 4,964 | $ 5,602 | $ 16,520 | $ 14,953 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total monthly payment | $ 1,619 | ||||||
Lease expense | $ 21,196 | ||||||
Lease Settlement Agreement [Member] | Manoa Innovation Center [Member] | |||||||
Rent expenses | $ 8,989 | $ 8,760 | $ 27,188 | $ 29,662 | $ 39,302 | $ 29,690 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) (10-K) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 17,868 |
2020 | 17,868 |
2021 | 1,489 |
Future minimum lease payments | $ 37,225 |
Commitments (Details Narrative)
Commitments (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | |
Payment for license cost | $ 10,000 | ||
Percentage of royalties revenue | 2.00% | ||
License revenue | |||
License payable | 20,000 | 20,000 | |
Employee settlement | 50,000 | 50,000 | $ 50,000 |
BASF Agreement And License [Member] | |||
Royalties | |||
Capsugel Agreement [Member] | |||
Revenues |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 14, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 08, 2019 | Oct. 29, 2019 | Oct. 23, 2019 | Oct. 16, 2019 | Oct. 10, 2019 | Oct. 03, 2019 | |
Debt instrument, conversion converted amount | $ 44,700 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Detachable Warrant [Member] | |||||||||
Warrants term | 5 years | ||||||||
Adjusted exercise price per share | $ 0.07 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | |||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||
Debt instrument, amortized period | 36 months | ||||||||
Debt instrument, conversion price | 0.07 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | ||||
Adjusted exercise price per share | $ 0.07 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | Minimum [Member] | |||||||||
Debt instrument, conversion price | $ 0.07 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | Detachable Warrant [Member] | |||||||||
Warrants term | 5 years | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lender [Member] | |||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Debt instrument, maturity date | Jun. 30, 2020 | ||||||||
Debt instrument, conversion price | $ 0.12 | $ 0.07 | |||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lender [Member] | Minimum [Member] | |||||||||
Ownership percentage | 5.00% | ||||||||
Debt instrument, conversion converted amount | $ 5,000,000 | ||||||||
Debt instrument convertible threshold percentage | 25.00% |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Feb. 22, 2019 | Feb. 07, 2019 | Jan. 11, 2019 | Jul. 27, 2018 | Sep. 30, 2019 | Mar. 27, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Number of common stock shares issued | 9,600,286 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 137,261,594 | 133,888,573 | 122,674,516 | ||||||
Common stock, shares outstanding | 137,261,594 | 133,888,573 | 122,674,516 | ||||||
Warrant price per share | $ 0.625 | ||||||||
Warrant [Member] | |||||||||
Warrant price per share | $ 0.625 | ||||||||
Subsequent Event [Member] | |||||||||
Line of credit facility, interest rate | 12.00% | ||||||||
Aggregate unpaid principal amount under credit facility | $ 1,000,000 | ||||||||
Number of common stock shares issued | 133,332 | 167,730,236 | |||||||
Common stock, par value | $ 0.001 | ||||||||
Common stock, shares issued | 69,115,849 | ||||||||
Common stock, shares outstanding | 69,115,849 | ||||||||
Number of common stock issued upon the exercise of outstanding warrants | 98,614,387 | ||||||||
Number of common stock sold securities | $ 20,000 | ||||||||
Sale of stock price per shares | $ 0.30 | ||||||||
Restricted common stock, shares | 2 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Restricted common stock, shares | 1 | ||||||||
Warrant term | 5 years | ||||||||
Warrants to purchase common stock | 66,666 | ||||||||
Warrant price per share | $ 0.20 | ||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||
Revolving inventory financing facility | $ 1,000,000 |
Subsequent Events - Summary of
Subsequent Events - Summary of Convertible Notes with Lenders (Details) - USD ($) | Nov. 14, 2019 | Nov. 08, 2019 | Oct. 29, 2019 | Oct. 23, 2019 | Oct. 16, 2019 | Oct. 10, 2019 | Oct. 03, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Principal Amount | $ 815,217 | |||||||||
Original Issue Discount | 65,217 | |||||||||
Gross Proceeds | $ 750,000 | |||||||||
Warrant Exercise Price Per Share | $ 0.625 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | ||||||||||
Principal Amount | $ 206,522 | $ 16,304 | $ 27,174 | $ 108,696 | $ 27,174 | $ 27,174 | ||||
Original Issue Discount | 16,522 | 1,304 | 2,174 | 8,696 | 2,174 | 2,174 | ||||
Gross Proceeds | $ 190,000 | $ 15,000 | $ 25,000 | $ 100,000 | $ 25,000 | $ 25,000 | ||||
Note Conversion Price Per Share | $ 0.07 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |||||
Number of Shares Underlying Warrants | 680,000 | 30,000 | 250,000 | 250,000 | 50,000 | 50,000 | ||||
Warrant Exercise Price Per Share | $ 0.07 | $ 0.12 | $ 0.15 | $ 0.12 | $ 0.12 | |||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | Minimum [Member] | ||||||||||
Note Conversion Price Per Share | $ 0.07 | |||||||||
Warrant Exercise Price Per Share | 0.07 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | Maximum [Member] | ||||||||||
Note Conversion Price Per Share | 0.12 | |||||||||
Warrant Exercise Price Per Share | 0.20 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lender [Member] | ||||||||||
Principal Amount | $ 217,391 | |||||||||
Original Issue Discount | 17,391 | |||||||||
Gross Proceeds | $ 200,000 | |||||||||
Note Conversion Price Per Share | $ 0.12 | $ 0.07 | ||||||||
Number of Shares Underlying Warrants | 400,000 | |||||||||
Warrant Exercise Price Per Share | $ 0.07 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Lenders as Stockholders [Member] | ||||||||||
Principal Amount | $ 108,696 | |||||||||
Original Issue Discount | 8,696 | |||||||||
Gross Proceeds | $ 100,000 | |||||||||
Note Conversion Price Per Share | $ 0.12 | |||||||||
Number of Shares Underlying Warrants | 250,000 | |||||||||
Warrant Exercise Price Per Share | $ 0.20 |