Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 18, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Medovex Corp. | ||
Entity Central Index Key | 0001591165 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,909,513 | ||
Entity Common Stock, Shares Outstanding | 90,224,860 | ||
Trading Symbol | MDVX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 47,290 | $ 245,026 |
Accounts receivable | 145,757 | 157,069 |
Other receivables | 86,888 | |
Inventory | 131,455 | 294,714 |
Prepaid expenses | 46,153 | 204,532 |
Short-term receivable | 150,000 | |
Total Current Assets | 370,655 | 1,138,229 |
Property and Equipment, net of accumulated depreciation | 30,393 | 87,173 |
Deposits | 2,751 | 2,751 |
Total Assets | 403,799 | 1,228,153 |
Current Liabilities | ||
Interest payable | 103,709 | 69,222 |
Accounts payable | 750,958 | 196,171 |
Other payables | 37,377 | |
Accounts payable to related parties | 91,302 | 12,319 |
Accrued payroll | 451,207 | |
Accrued liabilities | 210,846 | 64,000 |
Notes payable, current portion | 99,017 | 132,294 |
Short-term note payable, net of debt discount | 598,119 | |
Dividend payable | 57,813 | |
Unearned revenue | 1,048 | |
Total Current Liabilities | 2,400,348 | 475,054 |
Long-Term Liabilities | ||
Notes payable, net of current portion | 38,990 | |
Deferred rent | 267 | 688 |
Total Long-Term Liabilities | 267 | 39,678 |
Total Liabilities | 2,400,615 | 514,732 |
Stockholders' (Deficit) Equity | ||
Common stock - $.001 par value: 49,500,000 shares authorized, 24,717,270 and 21,163,013 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 24,717 | 21,163 |
Additional paid-in capital | 35,812,202 | 33,509,648 |
Accumulated deficit | (37,833,744) | (32,817,403) |
Total Stockholders' (Deficit) Equity | (1,996,816) | 713,421 |
Total Liabilities and Stockholders' Equity (Deficit) | 403,799 | 1,228,153 |
Series A Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity | ||
Preferred stock value | 13 | |
Series B Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity | ||
Preferred stock value | $ 9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 49,500,000 | 49,500,000 |
Common stock, shares issued | 24,717,270 | 21,163,013 |
Common stock, shares outstanding | 24,717,270 | 21,163,013 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 12,740 |
Preferred stock, shares outstanding | 0 | 12,740 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 9,250 | |
Preferred stock, shares outstanding | 9,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues, net of discount of $9,484 and $52, respectively | $ 818,211 | $ 207,344 |
Cost of Goods Sold | (502,789) | (162,837) |
Gross Profit | 315,422 | 44,507 |
Operating Expenses | ||
General and administrative | 3,972,446 | 4,721,893 |
Sales & Marketing | 808,223 | 865,377 |
Research and development | 204,690 | 491,076 |
Loss on asset disposal | 32,865 | |
Depreciation and amortization | 23,915 | 27,100 |
Total Operating Expenses | 5,042,139 | 6,105,446 |
Operating Loss | (4,726,717) | (6,060,939) |
Other Income | 957 | |
Other Expenses | ||
Foreign currency transaction loss | 19,727 | |
Interest expense | 162,200 | 395,332 |
Total Other Expenses | 181,927 | 395,322 |
Loss from Continuing Operations | (4,908,644) | (6,455,314) |
Discontinued Operations | ||
Loss from discontinued operations | 1,163 | |
Total Loss from Discontinued Operations | (1,163) | |
Net Loss | (4,908,644) | (6,456,477) |
Deemed dividend on outstanding Series B Preferred Stock | (57,813) | |
Deemed dividend on adjustment to exercise price on certain warrants | (107,697) | |
Deemed dividend on beneficial conversion features | (403,719) | |
Net loss attributable to common shareholders | $ (5,477,873) | |
Loss per share - Basic and Diluted | ||
Continued Operations | $ (0.23) | $ (0.34) |
Discontinued Operations | ||
Net Loss per share | $ (0.23) | $ (0.34) |
Weighted average outstanding shares used to compute basic and diluted net loss per share | 23,458,305 | 19,142,795 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Discount allowed | $ 9,484 | $ 52 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 14,855 | $ 25,898,054 | $ (26,360,926) | $ (448,017) | |
Beginning Balance, Shares at Dec. 31, 2016 | 14,855,181 | ||||
Issuance of common stock in exchange for board of director fees in January 2017 | $ 174 | 239,826 | 240,000 | ||
Issuance of common stock in exchange for board of director fees in January 2017, Shares | 173,912 | ||||
Issuance of common stock pursuant to a private placement completed in February 2017 | $ 1,632 | 1,207,032 | 1,208,664 | ||
Issuance of common stock pursuant to a private placement completed in February 2017, Shares | 1,631,730 | ||||
Issuance of preferred stock pursuant to a private placement completed in February 2017 | $ 13 | 943,673 | 943,686 | ||
Issuance of preferred stock pursuant to a private placement completed in February 2017, Shares | 12,740 | ||||
Issuance of warrants pursuant to a private placement completed in February 2017 | 465,709 | 465,709 | |||
Issuance of common stock pursuant to the conversion of a short term note in February 2017 | $ 166 | 145,753 | 145,919 | ||
Issuance of common stock pursuant to the conversion of a short term note in February 2017, Shares | 165,865 | ||||
Issuance of preferred stock pursuant to the conversion of a short term note in February 2017 | $ 9 | 826,865 | 826,874 | ||
Issuance of preferred stock pursuant to the conversion of a short term note in February 2017, Shares | 9,399 | ||||
Issuance of warrants pursuant to the conversion of a short term note in February 2017 | 177,207 | 177,207 | |||
Issuance of common stock pursuant to warrant cancellations in February 2017 | $ 200 | 207,800 | 208,000 | ||
Issuance of common stock pursuant to warrant cancellations in February 2017, Shares | 200,000 | ||||
Issuance of common stock pursuant to preferred stock conversion in March 2017 | $ 415 | $ (4) | (411) | ||
Issuance of common stock pursuant to preferred stock conversion in March 2017, Shares | 414,663 | (4,147) | |||
Issuance of common stock pursuant to preferred stock conversion in April 2017 | $ 525 | $ (5) | (520) | ||
Issuance of common stock pursuant to preferred stock conversion in April 2017, Shares | 525,240 | (5,252) | |||
Issuance of common stock pursuant to a private placement completed in July 2017 | $ 2,956 | 2,019,670 | 2,022,626 | ||
Issuance of common stock pursuant to a private placement completed in July 2017, Shares | 2,956,043 | ||||
Issuance of warrants pursuant to a private placement completed in July 2017 | 446,561 | 446,561 | |||
Issuance of common stock in exchange for board of director Fees in October 2017 | $ 115 | 134,885 | 135,000 | ||
Issuance of common stock in exchange for board of director Fees in October 2017, Shares | 115,389 | ||||
Issuance of common stock in exchange for consulting services in October 2017 | $ 75 | 80,925 | 81,000 | ||
Issuance of common stock in exchange for consulting services in October 2017, Shares | 74,990 | ||||
Issuance of common stock in exchange for consulting services in December 2017 | $ 50 | 33,450 | 33,500 | ||
Issuance of common stock in exchange for consulting services in December 2017, Shares | 50,000 | ||||
Stock based compensation | 686,169 | 686,169 | |||
Net loss | (6,456,477) | (6,456,477) | |||
Ending Balance at Dec. 31, 2017 | $ 21,163 | $ 13 | 33,509,648 | (32,817,403) | 713,421 |
Ending Balance, shares at Dec. 31, 2017 | 21,163,013 | 12,740 | |||
Issuance of common stock pursuant to a private placement completed in February 2018 | $ 770 | 241,727 | 242,497 | ||
Issuance of common stock pursuant to a private placement completed in February 2018, shares | 770,000 | ||||
Issuance of warrants pursuant to a private placement completed in February 2018 | 52,003 | 52,003 | |||
Issuance of warrants in connection with short-term debt in March 2018 | 25,646 | 25,646 | |||
Issuance of common stock pursuant to preferred series A stock conversion in March 2018 | $ 1,274 | $ (13) | (1,261) | ||
Issuance of common stock pursuant to preferred series A stock conversion in March 2018, shares | 1,274,000 | (12,740) | |||
Issuance of common stock pursuant to conversion of convertible debt in April 2018 | $ 266 | 100,928 | 101,194 | ||
Issuance of common stock pursuant to conversion of convertible debt in April 2018, shares | 266,301 | ||||
Issuance of preferred series B stock pursuant to a private placement completed in May 2018 | $ 8 | 158,565 | 158,565 | ||
Issuance of preferred series B stock pursuant to a private placement completed in May 2018, shares | 8,250 | ||||
Issuance of warrants pursuant to a private placement completed in May 2018 | 287,995 | 287,995 | |||
Convertible preferred stock - beneficial conversion feature pursuant to a private placement completed in May 2018 | 373,432 | 373,432 | |||
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018 | $ 1 | 35,674 | 35,674 | ||
Issuance of preferred stock pursuant to conversion of short-term debt in May 2018, shares | 1,000 | ||||
Issuance of warrants pursuant to conversion of short-term debt in May 2018 | 34,038 | 34,038 | |||
Convertible preferred stock - beneficial conversion feature pursuant to conversion of short-term debt in May 2018 | 30,287 | 30,287 | |||
Issuance of warrants in connection with convertible debt in August 2018 | 192,330 | 192,330 | |||
Issuance of warrants in connection with short-term debt in September 2018 | 52,246 | 52,246 | |||
Issuance of common stock in exchange for consulting services in October 2018 | $ 75 | 23,925 | 24,000 | ||
Issuance of common stock in exchange for consulting services in October 2018, shares | 75,000 | ||||
Issuance of common stock in exchange for board fees in October 2018 | $ 320 | 179,680 | 180,000 | ||
Issuance of common stock in exchange for board fees in October 2018, shares | 320,202 | ||||
Issuance of common stock pursuant to severance pay to a former office in October 2018 | $ 324 | 135,676 | 136,000 | ||
Issuance of common stock pursuant to severance pay to a former office in October 2018, shares | 323,810 | ||||
Issuance of common stock pursuant to bonus compensation to certain officers and employees in October 2018 | $ 525 | 209,453 | 209,978 | ||
Issuance of common stock pursuant to bonus compensation to certain officers and employees in October 2018, shares | 524,944 | ||||
Adjustment of exercise price of certain warrants | 107,697 | (107,697) | |||
Stock based compensation | 120,326 | 120,326 | |||
Dividend payable | (57,813) | (57,813) | |||
Net loss | (4,908,644) | (4,908,644) | |||
Ending Balance at Dec. 31, 2018 | $ 24,717 | $ 9 | $ 35,812,202 | $ (37,833,744) | $ (1,996,816) |
Ending Balance, shares at Dec. 31, 2018 | 24,717,270 | 9,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (4,908,644) | $ (6,456,477) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 23,915 | 27,100 |
Disposal loss | 32,865 | |
Amortization of debt discount | 118,340 | 31,773 |
Debt conversion expense | 355,985 | |
Stock based compensation | 120,326 | 683,169 |
Straight-line rent adjustment | (421) | (491) |
Common stock issued for consulting services | 24,000 | 114,500 |
Common stock issued for bonuses | 209,978 | |
Equity-based severance payments | 136,000 | |
Equity-based directors fees | 180,000 | |
Changes in operating assets and liabilities, net of effects of disposition: | ||
Accounts receivable | 11,312 | (157,069) |
Other receivables | 86,888 | (86,888) |
Prepaid expenses | 158,379 | 229,632 |
Inventory | 163,259 | (294,714) |
Unearned revenue | (1,048) | 1,048 |
Accounts payable | 554,787 | (29,554) |
Other payables | 37,377 | |
Interest payable | 34,487 | |
Accounts payable to related parties | 78,983 | 12,319 |
Accrued payroll | 451,207 | |
Accrued liabilities | 146,846 | (20,800) |
Net Cash Used in Operating Activities | (2,341,164) | (5,590,467) |
Cash Flows from Investing Activities | ||
Proceeds from disposition of, net assets of Streamline Inc. | 150,000 | |
Expenditures for property and equipment | (16,682) | |
Net Cash (Used in) Provided by Investing Activities | 150,000 | (16,682) |
Cash Flows from Financing Activities | ||
Principal payments under note payable obligation | (171,072) | (127,885) |
Proceeds from issuance of common stock and preferred stock, net of offering costs | 774,502 | 3,838,671 |
Proceeds from issuance of warrants, net of offering costs | 610,220 | 1,248,575 |
Proceeds from issuance of promissory notes | 174,354 | |
Proceeds from issuance of convertible notes | 605,424 | |
Net Cash Provided by Financing Activities | 1,993,428 | 4,959,361 |
Net Decrease in Cash | (197,736) | (647,788) |
Cash - Beginning of period | 245,026 | 892,814 |
Cash - End of period | 47,290 | 245,026 |
Cash paid for interest | 6,020 | 7,161 |
Non-cash investing and financing activities | ||
Finance agreement for insurance policy | 74,672 | 69,343 |
Conversion of note and accrued interest to common stock and preferred stock | 101,194 | 826,874 |
Conversion of short-term loan to common stock | 145,919 | |
Issuance of warrants for conversion of note | 177,207 | |
Issuance of common stock for consulting services | 24,000 | 114,500 |
Common stock issued for board of director fees | 180,000 | 375,000 |
Common stock issued for bonus compensation | 209,978 | |
Common stock issued for severance | 136,000 | |
Issuance of common stock for preferred stock conversion | 940 | |
Issuance of common stock warrants for placement agent fees | 153,688 | |
Issuance of warrants for promissory note | 25,646 | |
Dividends accrued | $ 57,813 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 - Organization Description of Business MedoveX Corp. (the “Company” or “MedoveX”), was incorporated in Nevada on July 30, 2013 as SpineZ Corp. (“SpineZ”) and changed its name to MedoveX Corp. on March 20, 2014. MedoveX is the parent company of Debride Inc. (“Debride”), which was incorporated under the laws of the State of Florida on October 1, 2012. The Company is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017 for the DenerveX System and it is now commercially available throughout the European Union and several other countries that accept CE marking. The Company’s first sale of the DenerveX System occurred in July 2017. The Company plans to seek approval for the DenerveX System from the Food & Drug Administration (“FDA”) in the United States. In October 2018, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Regenerative Medicine Solutions, LLC (“RMS”), Lung Institute LLC, RMS Lung Institute Management LLC, Cognitive Health Institute Tampa, LLC, RMS Shareholder, LLC and RMS Acquisition Corp. Pursuant to the terms of the Asset Purchase Agreement, the Company shall purchase all of the assets of RMS, Cognitive Health Institute Tampa, LLC, Lung Institute LLC and RMS Lung Institute Management LLC. The Company executed the Asset Purchase Agreement on January 8, 2019. (See Note 13) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation And Principles of Consolidation The accompanying consolidated financial statements include the accounts of MedoveX Corp., its wholly-owned subsidiary, Debride, as well as its wholly owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates In preparing the financial statements, generally accepted accounting principles in the United States (“U.S. GAAP”) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2018 and 2017 consists of funds deposited in checking accounts with commercial banks. Accounts Receivable, Sales Returns, Discounts and Allowances Accounts receivable primarily represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized. The allowance is estimated for trade accounts receivable based on the expected collectability of accounts receivable after considering the Company’s historical collection experience and the length of time an account is outstanding. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. As the Company only commenced sales in July 2017, all outstanding trade receivables were deemed collectable, thus, no allowance for doubtful accounts was recorded at December 31, 2018 and 2017. Inventory Inventories consist of only finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. Other Payables Other payables include value added tax (VAT) owed to the German tax authority. As a part conducting business in the European Union (“EU”), the Company’s sales transactions are taxed based on the value of the product. At the end of each reporting period, the Company calculates the value of all taxable sales then subtracts the sum of all taxable purchases and the VAT rate is applied to the difference. Leases The Company recognizes rent expense on a straight-line basis over the term of the lease. The lease term commences on the date the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the balance sheet. Revenue Recognition The Company has adopted the new 5-step revenue recognition process as promulgated by ASC 606, Revenue from Contracts with Customers (Topic 606), the core principle of which necessitates companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. The early adoption of ASC 606 was completed as of September 30, 2017, which was in the first year the Company generated revenue. The early adoption did not have any retrospective effect on prior year. Identify the contract with the customer Medovex has two types of customers: distributors, and individual customers. Distributors: The Company has distribution agreements with distributors located in Italy, Austria, Colombia, Scandinavia, Brazil, Israel, Australia, Turkey, Spain, Switzerland, Chile, Taiwan, Poland, Slovakia, the Czech Republic and the United Kingdom. For each distributor, a standardized distribution agreement is executed and is the definitive contract between the Company and the customer. Each distribution agreement details the pricing, order placement, stocking requirements, terms of payment, and shipping terms under which the DenerveX System will be shipped to the distributor. The distributor places orders for additional product, but all these orders are subject to the terms of the Distribution Agreement. Direct Customers: In Germany, all customers are direct hospitals and individual practitioners. Sales in Germany are solicited by and placed with third party contractors on behalf of Medovex. Medovex has sales agreements with each third party sales representative selling the DenerveX System. Each sales agreement details the price at which the DenerveX System must be sold to the customer. A purchase order from the customer is required before the Company will ship product to the customer. This purchase order contains all the terms and conditions of the sale and is considered the definitive contract for this type of sale. Identify the performance obligation in the contract Distributors, who sell the DenerveX System to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. The Company has no further obligations once the product is shipped. Stocking distributors are obligated to pay the Company the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Since no right of return exists, the product is not considered consigned inventory. For direct sales to hospitals and practitioners in Germany, the obligation is met when the product is shipped. Our direct customers do not have any contractual rights of return or exchange other than for defective product or shipping error. Determine the transaction price DenerveX Kit: The DenerveX kit consists of one Denervex handheld device, one K-Wire, one dilator, one tissue stabilizer, one portal tube and one portal driver. The product is marketed as a disposable, single-use kit which includes all of the components packaged together. The transaction price for the DenerveX Kit is specifically outlined in the standardized distribution agreements for all distributors. The transaction price for the DenerveX Kit is specifically outlined in the standardized sales rep agreements for all sales contractors. Pro-40 Generators: The DenerveX device requires a custom generator for power and cannot be used for any other purpose. For each initial order of the DenerveX Kit, a generator is provided to each customer at no charge. The Company does not recognize any revenue for the no-charge generator units. The units are removed from inventory and recognized as a cost of sales at the time of shipment. Customers may order demo generators, however, the Company charges a set price for these units. Allocate the transaction price In the Company’s case, all of the transaction price is recorded as revenue. Recognize revenue when or as the entity satisfies a performance obligation Revenue recognition occurs at the time product is shipped, FOB shipping, to all customers from the third-party distribution warehouse located in Berlin, Germany. For Medovex, this is considered the point at which the customer gains control of the Denervex device and there are no remaining material performance obligations. If something abnormal were to happen to the product in transit, the matter would be handled with the carrier, however, the sale would remain intact. Research and Development Research and development costs are expensed as incurred. Advertising The Company expenses all sales and marketing costs as incurred. For the years ended December 31, 2018 and 2017, advertising costs were approximately $149,000 and $332,000, respectively. Foreign Currency transactions The Company transacts some of its operating activities in foreign currencies, most notably the Euro. The Company also has certain assets and liabilities denominated in foreign currencies that are translated to US Dollars for reporting purposes as of and for the year ended December 31, 2018. These amounts are immaterial and are included in other income or expense for the years ended December 31, 2018 and 2017. Because of the immaterial effect noted above, we did not present a separate statement of other comprehensive income. Income Taxes The Company uses the liability method of accounting for income taxes, which requires recognition of temporary differences between financial statement and income tax bases of assets and liabilities, measured by enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets when necessary. Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti- dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share: 12,108,743 warrants and 557,282 common stock options outstanding were considered anti-dilutive and excluded for the year ended December 31, 2018. 7,402,910 warrants and 1,314,059 common stock options outstanding were considered anti-dilutive and excluded for the year ended December 31, 2017. Discontinued Operations As more fully described in Note 6, in May 2016, management was authorized to locate a buyer for Streamline Inc., the Company’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. Streamline’s results of operations have been classified as discontinued operations for all periods presented. Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain US bank account balances in excess of FDIC insured limits. The Company may also maintain German bank account balances in excess of Germany’s deposit guarantee regulations within the framework of the German Banks’ Compensation Scheme. At December 31, 2018 and 2017, the Company did not have cash deposits that exceeded federally insured deposit limits in the US or Germany. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company adopted the amendments of ASU 2014-09 effective quarter ended September 30, 2017. The adoption of this standard did not have a material impact on our consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Inventories consist only of finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Inventories consisted of the following items as of December 31, 2018, and December 31, 2017: December 31, 2018 December 31, 2017 Split Return Electrodes $ — $ 1,868 Denervex device 5,205 111,596 Pro-40 generator 126,250 181,250 Total $ 131,455 $ 294,714 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment consists of the following: Useful Life December 31, 2018 December 31, 2017 Furniture and fixtures 5 years $ 52,857 $ 67,777 Computers and software 3 years 12,130 31,738 Leasehold improvements 5 years — 35,676 64,987 135,191 Less accumulated depreciation (34,594 ) (48,018 ) Total $ 30,393 $ 87,173 Depreciation and amortization expense amounted to $23,915 and $27,100 for the years ended December 31, 2018 and 2017, respectively. The Company recognized a disposal loss of $32,865 for the year ended December 31, 2018. The disposal loss was the result of the resignation of Jarrett Gorlin, the Company’s former CEO. Mr. Gorlin’s severance agreement cancelled the current lease agreement and stated all furniture and equipment located at his office would remain in his possession. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity Transactions | Note 5 - Equity Transactions Series B Preferred Stock Preferences Voting Rights Preferred Series B Stock holders have the right to receive notice of any meeting of holders of Common Stock or Series B Preferred Stock and to vote upon any matter submitted to a vote of the holders of Common Stock or Series B Preferred Stock. Each holder of Series B Preferred Stock shall vote on each matter submitted to them with the holders of Common Stock. LIQUIDATION Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series B Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefor, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the holders of Series B Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company’s to the holders of the Company’s Common Stock. Common stock issuance In November 2016, the Board authorized the issuance of shares of common stock to all Board members, both current and former, in an amount equivalent to $240,000, representing their accrued but unpaid directors’ fees as of December 31, 2016. In January 2017, the Company issued an aggregate of 173,912 shares at $1.38 per share, which was the average closing price of the Company’s stock during 2016, to fulfill this obligation. The closing price of the Company’s stock on January 17, 2017, the day the shares were issued, was $1.16 per share. In August 2017, the Board authorized the issuance of shares of common stock to all Board members, both current and former, in an amount equivalent to $135,000, representing their accrued but unpaid directors’ fees as of September 30, 2017. In October 2017, the Company issued an aggregate of 115,389 shares at $1.17 per share, which was the average closing price of the Company’s stock through September 30, 2017, to fulfill this obligation. The closing price of the Company’s stock on October 30, 2017, the day the shares were issued, was $1.09 per share. In August 2017, the Board authorized the issuance of up to 125,000 shares of common stock to a certain member of the Board of Directors and up to 175,000 shares of common stock to a certain consultant. At the inception of the agreement, 25% of the shares were issued to both the director and the consultant. In December 2017, 50,000 shares were issued to the consultant. In October 2018, the board member and consultant were issued an additional 75,000 vested shares. The 75,000 shares were valued at the performance completion date, August 16, 2018, at $0.32 per share, which was the closing price on that date. The Company recognized $24,000 and $115,000, respectively, in consulting expense with respect to the vested stock issuance at December 31, 2018 and 2017. In October 2018, the Board authorized the issuance of shares of common stock to all Board members in an amount equivalent to $180,000, representing their accrued but unpaid directors’ fees as of September 30, 2018. Per Board resolution, the Company issued an aggregate of 320,202 shares at $0.56 per share to settle accrued unpaid director fees. The closing price of the Company’s stock on October 3, 2018, the day the shares were issued, was $0.40 per share. In October 2018, the Board authorized the issuance of shares of common stock to Jarrett Gorlin in an amount equivalent to $136,000, representing 6 months’ severance pay. The Company issued an aggregate of 323,810 shares at $0.42 per share. The closing price of the Company’s stock on October 3, 2018, the day the shares were issued, was $0.40. Stock-Based Compensation Plan 2013 Stock Option Incentive Plan On October 14, 2013, shareholders approved the MedoveX Corp. 2013 Stock Incentive Plan (the “Plan”). Under the Plan, the Company may grant incentive stock options to employees and non-statutory stock options to employees, consultants, and directors for up to 1,150,000 shares of common stock. On November 10, 2016, shareholders approved a 500,000 share increase in the number of shares available for issuance under the Plan, from 1,150,000 to 1,650,000 shares. On October 28, 2017, shareholders approved a 1,000,000 share increase in the number of shares available for issuance under the Plan, from 1,650,000 to 2,650,000 shares. The stock options are exercisable at a price equal to the market value on the date of the grant. The Plan gives full authority for granting options, determining the type of options granted, and determining the fair market value of the options to the Plan Administrator which is the Board of Directors. The Company has the right, but not obligation, to repurchase any shares obtained through exercise of an option from terminated Plan participants. The Company has 90 days from the date of termination to exercise it’s repurchase right. The Company must pay the Fair Market Value (“FMV”) of the shares if the termination was for any reason other than for cause, or the option price (if less than FMV of the shares) if the termination is for cause. The FMV is determined by the Plan Administrator on the date of termination. During 2017, the Company granted options to purchase 189,159 shares of common stock to certain employees. The options vest as follows: 25% on the date of grant and 25% on each of the next three anniversaries. The options granted were at the market value of the common stock on the date of the grant. No stock options were granted in 2018. The Company utilizes the Black-Scholes valuation method to recognize compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding. The Company uses a simplified method provided in Securities and Exchange Commission release, Staff Accounting Bulletin No. 110, No dividend payouts were assumed as the Company has not historically paid, and does not anticipate paying, dividends in the foreseeable future. The risk-free rate of return reflects the weighted average interest rate offered for US treasury rates over the expected term of the options. For the years ended December 31, 2018 and 2017, the Company recognized approximately $120,000 and $683,000, respectively, as compensation expense with respect to stock options. A summary of the Company’s share-based compensation activity and related information is as follows: Shares Weighted Average Exercise Price Weighted Term Outstanding at 12/31/2016 1,124,900 $ 2.15 9.0 Granted 189,159 $ 1.17 9.10 Exercised — — — Cancelled — — — Outstanding at 12/31/2017 1,314,059 $ 2.01 8.19 Granted — — — Exercised — — — Cancelled (756,777 ) $ 1.44 — Outstanding at 12/31/2018 557,282 $ 2.78 6.99 Exercisable at 12/31/2018 469,179 $ 3.08 6.84 As of December 31, 2018, there were 88,103 shares of unvested stock. Unrecognized compensation cost amounts to approximately $30,000 as of December 31, 2018 and will be recognized as an expense on a straight-line basis over a remaining weighted average service period of 1.28 years. The fair value of vested share-based compensation at December 31, 2018 and 2017 was approximately $188,000 and $544,000, respectively. Private Placements On February 9, 2017, the Company entered into a Unit Purchase Agreement with selected accredited investors whereby the Company had the right to sell in a private placement a minimum of $3,000,000 and up to a maximum of $5,000,000 of units. Each Unit had a purchase price of $100,000 and consisted of (i) 96,154 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $1.04 per share, and (ii) a warrant to purchase 48,077 shares of common stock. Each warrant has an initial exercise price of $1.50 per share and is exercisable for a period of five (5) years from the date of issuance. Investors had the option to request shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) in lieu of common stock, on a basis of one share of preferred stock for every one hundred shares of common stock. The offering resulted in gross proceeds of $3,022,000 and resulted in the issuance of an aggregate of 1,631,730 shares of common stock, 12,740 shares of Series A Preferred Stock and warrants to purchase 2,005,761 shares of common stock. The placement agent collected an aggregate of approximately $350,000 in fees related to the offering and warrants to purchase an aggregate of 405,577 shares of common stock at a price of $1.50 per share. Each share of Series A Preferred Stock may be converted into shares of fully paid and non-assessable shares of common stock at a rate of one hundred shares of the Company’s common stock for every share of Series A Preferred Stock. On July 14, 2017, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company sold an aggregate of 2,956,043 shares of common stock and 1,478,022 warrants to purchase common stock. The Offering resulted in $2,690,686 in gross proceeds to the Company. The placement agent collected $188,000 in total fees related to the offering. The common stock shares were sold at $0.91 per share which was the closing price of the Company’s common stock on July 13, 2017, the day prior to the agreement. Each warrant has an exercise price of $1.15 and is exercisable for a period of five years commencing six months from the date of issuance. On February 26, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company sold an aggregate of 770,000 shares of common stock and 385,000 warrants to purchase common stock. The offering resulted in $308,000 in gross proceeds to the Company. The warrants have a five-year term commencing six months from issuance with an exercise price of $0.75. The Company allocated $52,003 to the warrants and the remainder to the issuance of the common stock based on each instruments relative fair value. The Company incurred $13,500 in legal expenses related to the offering. On May 1, 2018, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered up to $1,000,000 in units. Each unit had a purchase price of $100,000 and consisted of (i) 1,000 shares of the Company’s 5% Series B Convertible Preferred Stock (the “ Series B Shares The Warrants are exercisable for a period of three (3) years from the date of issuance at an initial exercise price of $0.75 per share subject to downward adjustment if the Company issues any common stock or common stock equivalents at a price less than $0.75 per share while the warrants are outstanding. As a result of the offering, the Company sold an aggregate of 8.25 Units and issued to the Investors an aggregate of 8,250 Series B Shares and 2,062,500 warrants to purchase common stock, resulting in total $825,000 gross proceeds to the Company. The Company incurred $5,000 in legal fees related to the offering, which resulted in $820,000 net cash received from the offering. The 8,250 Series B Shares sold in the Offering are initially convertible into an aggregate of 2,062,500 shares of Common Stock. Of the net proceeds in the offering of $820,000, approximately $288,000 was first allocated to the warrants issued to investors based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $373,000, which was credited to additional paid-in capital, and the residual amount of approximately $159,000 was allocated to the Series B Shares. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders. On August 1, 2018 the annual dividend rate on the Series B Shares was adjusted to 12%, which is equal to the same rate as the convertible debt issued in August and September 2018, pursuant to an adjustment provision in the Series B Shares which entitles the holders to receive a more beneficial annual dividend rate offered in any subsequent financings. The Company had accrued unpaid dividends in the amount of approximately $58,000 as of December 31, 2018, related to the Series B Shares. On August 8, 2018, the Company completed the issuance of convertible debt at an initial conversion price of $0.40. Accordingly the exercise price on all of the warrants issued with the Series B Shares were adjusted downward to $0.40. In conjunction with the downward adjustment, the Company recorded a deemed dividend of approximately $108,000 representing the difference in the fair value of the warrants immediately before and after the adjustment to the exercise price. preferred Stock Conversion On March 28, 2017, 4,147 shares of Series A Preferred Stock were converted into an aggregate of 414,663 restricted shares of authorized common stock, par value $0.001 per share. On April 21, 2017, 5,252 shares of Series A Preferred Stock were converted into an aggregate of 525,240 restricted shares of authorized common stock, par value $0.001 per share. On March 30, 2018, 12,740 shares of Series A Preferred Stock were converted into an aggregate of 1,274,000 restricted shares of authorized common stock, par value $0.001 per share. CONVERTIBLE NOTES In August and September 2018, the Company entered into a securities purchase agreement with select accredited investors, whereby the Company offered up to $1,000,000 in units at a purchase price of $50,000 per unit. Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants are exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. The notes are secured by all of the assets of the Company. ASU 2017-11, Earnings per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. If a down round feature on the conversion option embedded in the note is triggered, the Company will evaluate whether a beneficial conversion feature exists, the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt. If the down round feature in the warrants is triggered, the Company will recognize the effect of the down round as a deemed dividend, which will reduce the income available to common stockholders. In the offering, the Company sold an aggregate of 15 units and issued to investors an aggregate of $750,000 in principal amount of convertible notes and 1,875,000 warrants to purchase common stock, resulting in total gross proceeds of $750,000 to the Company. If converted at $0.40 the convertible notes sold in the offering are convertible into an aggregate of 1,875,000 shares of common stock. The Company recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of approximately $505,000 and $245,000, respectively. Accretion expense related to the discount on these convertible notes for the year ended December 31, 2018 was approximately $93,000. The Company recognized $33,700 in unpaid accrued interest expense related to the notes as of December 31, 2018. Debt Conversion Short-Term Note Payable On February 9, 2017, the Company’s $1,150,000 short-term note payable was converted into an aggregate of 165,865 shares of common stock and 9,399 shares of Series A Preferred Stock and warrants, eliminating the Company’s debt obligation. The debt was converted into shares at $1.04 per share, which was the offering price of the Company’s stock in the February private placement. Each share of Series A Preferred Stock may be converted into shares of fully paid and non-assessable shares of common stock at a rate of one hundred shares of the Company’s common stock for every share of Series A Preferred Stock. As consideration for converting the debt, the noteholders’ agreed to receive common stock in lieu of the 200,000 warrants to purchase common stock that were issued in conjunction with the short-term loan. As a result, the 200,000 warrants were cancelled, and the Company issued to the noteholders’ an aggregate of 200,000 shares of common stock. The closing price of the Company’s stock on February 9, 2017, the day the shares were issued, was $1.04 per share. The fair value of the common stock issued was approximately $208,000. Convertible Debenture On April 26, 2018, the Company’s $100,000 5% convertible debenture and unpaid accrued interest of $1,194 was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation. The debt was converted into shares at $0.38 per share, which was 85% of the average closing price of the Company’s stock during the twenty trading days immediately preceding the delivery of the notice of conversion. The market value of the common stock on the date of the conversion was $0.40. This difference noted above lead to an immaterial amount related to a beneficial conversion feature. Promissory Note On March 26, 2018 the Company issued a promissory note to Steve Gorlin, father of Jarrett Gorlin, the Company’s former CEO, for the principal amount of $200,000, plus interest, at a rate of five percent per year. The outstanding principal and all accrued but unpaid interest was originally due on May 15, 2018. The Company issued warrants to purchase an aggregate of 133,333 shares of common stock par value $.001 per share in conjunction with the promissory note to Mr. Gorlin. Each warrant has an exercise price of $0.75 and is exercisable for a period of five years commencing from the date of issuance. The balance of the loan was initially recorded net of discount for the warrants of approximately $26,000, based on their relative fair value, which was being accreted to its $200,000 face amount over the period the loan was outstanding. On May 15, 2018, the Company entered into a modification agreement with Steve Gorlin whereby he agreed to convert $100,000 of the $200,000 outstanding promissory note into Series B Preferred Shares. The conversion of $100,000 was converted under the terms of the May 1, 2018 securities purchase agreement. The $100,000 conversion was converted into an aggregate of 1,000 shares of the Company’s Series B Preferred Shares and 250,000 warrants to purchase common stock, eliminating $100,000 of the Company’s $200,000 debt obligation. Of the converted $100,000, approximately $34,000 was first allocated to the fair value of the warrants issued in conjunction with the conversion based on their relative fair value. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $30,000, which was credited to additional paid-in capital, and the residual amount of approximately $36,000 was allocated to the Series B Shares. Because the Series B Shares can immediately be converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a deemed dividend to the preferred shareholders. On August 21, 2018, the Company paid back the remaining $100,000 plus unpaid accrued interest in the amount of $2,944, eliminating the Company’s debt obligation. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 – Commitments & Contingencies Operating Leases Office Space Prior to the resignation of Jarrett Gorlin (“Mr. Gorlin”), the Company’s former Chief Executive Officer, the Company paid TAG Aviation (“TAG”), a company owned by Mr. Gorlin, for office space that was being used as the Company’s principal business location plus utilities (see “Related Party Transactions”) on a monthly basis. Base rental payments under the arrangement was $2,147 per month. Rent expense and utilities cost incurred by TAG amounted to approximately $34,555 for the year ended December 31, 2018, of which approximately $6,300 was included in accounts payable at December 31, 2018. Rent expense and utilities cost incurred by TAG amounted to approximately $34,600 for the years ended December 31, 2017. No future lease payments are required under this rental agreement at December 31, 2018. On September 1, 2018, the Company extended the term of the lease agreement for the commercial building which originally commenced on August 1, 2015. The term of the new lease agreement is for two years four months commencing on September 1, 2018 and ending December 31, 2020. Base rent under the old lease agreement was $2,948 and base rent under the new agreement is $3,095. Total lease expense for the year ended December 31, 2018 was approximately $33,000 related to this lease, of which approximately $3,400 was included in accounts payable at December 31, 2018. Total lease expense for the year ended December 31, 2017 was approximately $35,000 related to this lease. Future minimum lease payments under this rental agreement are approximately as follows: For the year ended December 31, 2019 37,510 December 31, 2020 38,635 $ 76,145 Equipment The Company had a non-cancelable 36-month operating lease agreement for equipment that was located at Mr. Gorlin’s office. The equipment remained with Mr. Gorlin after his resignation per the terms of his severance agreement. The Company has no further commitments under this operating lease agreement as of December 31, 2018. Total lease expense for equipment was approximately $2,500 and $2,600, respectively, for the years ended December 31, 2018 and 2017, respectively. Consulting Agreements The Company has a modified agreement with Jesse Crowne, a former Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $13,333 per month. The Company incurred $160,000 for the year ended December 31, 2018 related to this consulting agreement, of which $40,000 was included in accounts payable at December 31, 2018. The monthly consulting fee was increased from a rate of $9,167 beginning in January 2018. The Company incurred $110,000 for the year ended December 31, 2017, related to this consulting agreement. The Company had a modified consulting agreement with a sales, marketing, and distribution consultant in Latin America at a fee of $7,000 per month through December 31, 2018. The Company terminated the agreement effective November 30, 2018. The Company incurred $77,000 for the year ending December 31, 2018, of which $14,000 was in accounts payable at December 31, 2018. The Company incurred $66,000 for the year ended December 31, 2017 related to this consulting agreement. The Company had consulting agreements with a varying team of sales, marketing, and distribution consultants in Europe who provided consulting services for aggregate compensation amounting to approximately €21,000 (approximately $23,000) per month. The consulting agreements were cancelled by the Company effective November 30, 2018. The Company incurred approximately $263,000 and $238,000, respectively, for the years ended December 31, 2018 and 2017 related to these consulting agreements. Generator development agreement The Company is obligated to reimburse Bovie up to $295,000 for the development of the Pro-40 electrocautery generator. For the year ended December 31, 2018, the Company incurred approximately $19,000 under this agreement, of which $15,000 was included in accounts payable at December 31, 2018. For the year ended December 31, 2017, the Company incurred approximately $33,200 under this agreement. Through December 31, 2018, the Company has incurred approximately $441,000 for production services from Bovie. The original $295,000 agreement was a base number along the pathway of development. Additional requirements were incurred as the research and development process progressed and as a result certain prices increased and additional costs were incurred to further customize the DenerveX System. We are currently in production manufacturing of the generator. Distribution center and logistic services agreement The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they manage and coordinate the DenerveX System products which the Company exports to the EU through June 2019. The Company originally paid a fixed monthly fee of €2,900 (approximately $3,500) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services. Effective September 1, 2018, the fixed monthly fee was changed to €6,900 (approximately $7,900). Total expenses paid for the distribution center and logistics agreement was approximately $142,000 for the year ended December 31, 2018, of which approximately $16,000 was included in accounts payable at December 31, 2018. Total expenses paid for the distribution center and logistics agreement was approximately $75,700 for the year ended December 21, 2017. Co-Development Agreement In September 2013, the Company executed a Co-Development Agreement with James R. Andrews, M.D. (“Dr. Andrews”) to further evaluate, test and advise on the development of products incorporating the use of the patented technology. In exchange for these services the Company was obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews was listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would have continued to receive a 1% royalty after the 2% royalty expired for the duration of the effectiveness of the Improvement Patent. The co-development agreement expired September 30, 2018. The Company incurred approximately $13,000 in royalty expense under the co-development agreement for the year ended December 31, 2018, all of which is in accounts payable at December 31, 2018. The Company incurred approximately $1,000 in royalty expense under the co-development agreement for the year ended December 31, 2017, all of which was included in accounts payable at December 2017 and subsequently paid in 2018. Patent Assignment and Contribution Agreements On February 1, 2013, the Company issued 750,108 shares of common stock to Scott Haufe, M.D. (“Dr. Haufe”) pursuant to the terms of a Contribution and Royalty Agreement dated January 31, 2013 between the Company and Dr. Haufe. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030. The Company incurred approximately $8,700 in royalty expense under the Contribution and Royalty agreement for the year ended December 21, 2018, all of which is included in accounts payable at December 31, 2018. The Company incurred approximately $800 in royalty expense under the Contribution and Royalty agreement for the year ended December 21, 2017, all of which was included in accounts payable at December 31, 2017 and subsequently paid in 2018. Streamline Inc. Asset Sale The asset sale of Streamline Inc. resulted in the immediate receipt of $500,000 in cash in December 2016, and a $150,000 note receivable that was due to the Company on January 1, 2018. The $150,000 note receivable represents the non-contingent portion of the receivables due from the sale. The Company received the short-term receivable on January 2, 2018. The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a “Contingent Period”), a contingent payment in cash (each, a “Contingent Payment”) equal to five percent (5%) of the total net sales received by the acquiring party from the sale of “IV suspension system” products in excess of 100 units during each Contingent Period. Each such Contingent Payment is payable to the Company by the acquiring party by no later than March 31st of the subsequent year; provided, however, that the total aggregate amount of all Contingent Payments owed by the acquiring party to the Company for all Contingent Periods will not exceed $850,000. The Company is yet to receive any Contingent Payments and has no reason to expect it will receive any Contingent Payments. The Company did not incur any Streamline related expenses for the year ended December 31, 2018. The Company recorded a nominal amount in Streamline related expenses for the year ended December 31, 2017. |
Short Term Liabilities
Short Term Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short Term Liabilities | Note 7 – Short Term Liabilities Finance Agreement The Company entered into a commercial insurance premium finance and security agreement in December 2017. The agreement finances the Company’s annual D&O insurance premium. Payments are due in quarterly installments of approximately $24,000 and carry an annual percentage interest rate of 5.98%. The Company had paid the yearly premium in full and had no outstanding balance as of December 31, 2018 related to the agreement. Promissory Notes In conjunction with the consummation of the Streamline acquisition in March 2015, the Company assumed two promissory notes for approximately $135,000 and $125,000 payable to the Bank of North Dakota New Venture Capital Program and North Dakota Development Fund, both outside non-related parties. Assumption of the liabilities was not included as part of the asset purchase agreement that was executed in December 2016. Thus, the Company retained the promissory notes upon consummation of the divestiture. Payments on both of the notes are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Both of the notes have a maturity date of August 1, 2019. The promissory notes had outstanding balances of approximately $103,000 and $104,000 at December 31, 2018 and December 31, 2017, respectively. The Company incurred interest expense related to the notes for the years ended December 31, 2018 and 2017 in the amount of approximately $3,400 and $7,000, respectively. The Company had unpaid accrued interest in the amount of approximately $70,000 and $69,000 at December 31, 2018 and 2017, respectively, related to the notes. Expected future payments related to the promissory notes as of December 31, 2018, are approximately as follows: For the year ended 2019 103,000 $ 103,000 Convertible Debenture On January 31, 2018, the Company issued a 5% convertible debenture in exchange for $100,000. The debenture accrued interest at 5% per annum. Principal and interest were due on January 30, 2019. The debenture was convertible at the option of the holder into shares of the Company’s common stock at a conversion rate equivalent to 85% of the average closing price of the Company’s common stock for the 20 days preceding the conversion. On April 26, 2018, the convertible debenture and unpaid accrued interest was converted into an aggregate of 266,301 shares of common stock, eliminating the Company’s debt obligation (Note 5). Prior to the conversion, the Company recognized approximately $1,200 in interest expense related to the convertible debenture during the year ended December 31. 2018. The market value of the common stock on the date of the conversion was $0.40. This difference lead to an immaterial amount related to a beneficial conversion feature. Convertible Notes In August and September 2018, the Company entered into a securities purchase agreement with select accredited investors, whereby the Company offered up to $1,000,000 in units at a purchase price of $50,000 per unit. Each unit consists of a 12% senior secured convertible note and a three-year warrant to purchase shares of the Company’s common stock. The notes are secured by all of the assets of the Company. (See Note 5). In the offering, the Company sold an aggregate of 15 units and issued to investors an aggregate of $750,000 in principal amount of convertible notes and 1,875,000 warrants to purchase common stock, resulting in total gross proceeds of $750,000 to the Company. The convertible notes sold in the offering are initially convertible into an aggregate of 1,875,000 shares of common stock but could convert into additional shares if the Company completes a down round financing during the term of the convertible notes. The Company recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of $505,424 and $244,576, respectively. Accretion expense related to the discount on these convertible notes for the year ended December 31, 2018 was approximately $93,000. The Company recognized $33,700 in unpaid accrued interest expense related to the notes as of December 31, 2018. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock Warrants | Note 8 – Common Stock Warrants Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of all warrants are designated as Level 1 since all of the significant inputs are observable and quoted prices used for volatility were available in an active market. A summary of the Company’s warrant issuance activity and related information as of December 31, 2017 and 2016 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2016 3,713,542 $ 2.19 3.8 Issued 3,889,368 $ 1.37 4.3 Cancelled (200,000 ) $ 1.625 — Outstanding at 12/31/2017 7,402,910 $ 1.77 3.5 Issued 4,705,833 (1)(2) 2.7 Outstanding at 12/31/2018 12,108,743 $ 1.38 2.6 Exercisable at 12/31/2018 12,108,743 $ 1.38 2.6 The fair value of all warrants issued are determined by using the Black-Scholes-Merton valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued in 2018 as of their respective issue dates are as follows: Event Description Date MDVX Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 2/26/18 $ 0.51 $ 0.75 $ 0.20 5 years 2.60 55.91 Short-term debt 3/26/18 $ 0.53 $ 0.75 $ 0.22 5 years 2.64 56.57 Private placement 5/1/2018 $ 0.44 (1 ) $ 0.24 3 years 2.66 103.29 Debt conversion 5/15/2018 $ 0.39 (1 ) $ 0.20 3 years 2.75 103.32 Convertible notes 8/8/2018 $ 0.37 (2 ) $ 0.19 3 years 2.68 104.37 Convertible notes 9/28/2018 $ 0.40 (2 ) $ 0.21 3 years 2.88 105.07 (1) (2) The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of December 31, 2018, the Company has not incurred any interest or penalties relating to uncertain tax positions. The Company’s evaluation was performed for the tax years ending December 31, 2017, 2016 and 2015, which remain subject to examination by major tax jurisdictions as of December 31, 2018. The Company’s tax year ending in December 31, 2014 is no longer subject to U.S. federal, state, and local, or non-US income tax examinations. For the years ended December 31, 2018 and 2017, the Company has incurred net losses and, therefore, has no current income tax liability and recognized no income tax expense. The net deferred tax asset generated by these losses, which principally consist of start-up costs deferred for income tax purposes, is fully reserved as of December 31, 2018 and 2017 since it is more likely than not that the benefit will not be realized in future periods. A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows: 2018 2017 Statutory rate – federal 21.0 % 21.0 % State taxes, net of federal benefit 4.0 4.0 Income tax benefit 25.0 % 25.0 % Less valuation allowance (25.0 ) (25.0 ) Total 0.00 % 0.00 % The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of losses incurred that are considered startup costs for tax purposes, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves and differences between book and tax depreciation and amortization. We record a valuation allowance against our net deferred tax assets when we determine that based on the weight of available evidence, it is more likely than not that our net deferred tax assets will not be realized. In our evaluation of the weight of available evidence, the Company considered recent reported losses as negative evidence which carried substantial weight. Therefore, the Company considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence associated with the losses incurred. The positive evidence considered included: ● taxable income in prior carryback years, if carryback is permitted under the tax law; ● future reversals of existing taxable temporary differences; ● tax planning strategies; and ● future taxable income exclusive of reversing temporary differences and carryforwards. During fiscal 2018 and 2017, the Company weighed all available positive and negative evidence and concluded the weight of the negative evidence of a cumulative loss continued to outweigh the positive evidence. Based on the conclusions reached, the Company maintained a full valuation allowance during 2018 and 2017. Deferred tax assets and liabilities consist of the following at December 31: 2018 2017 Deferred Tax Assets: Start-up costs $ 6,816,896 $ 5,566,520 Share-based compensation 243,848 238,109 Total Deferred Tax Assets 7,060,744 5,804,629 Valuation Allowance (7,060,744 ) (5,804,629 ) Net Deferred Tax Asset $ — $ — The Company is required to file federal income tax returns and state income tax returns in the states of Florida, Georgia and Minnesota. There are no uncertain tax positions at December 31, 2018. The Company has not undergone any tax examinations since inception and is therefore not subject to examination by any applicable tax authorities. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10 - Related-Party Transactions Patent Assignment and Royalty Agreements As described in Note 6, the Company has a Contribution and Royalty Agreement with Dr. Haufe, a former director of the Company. Co-Development Agreement As described in Note 6, the Company entered into a Co-Development Agreement with Dr. Andrews, a former director of the Company. Operating Lease As described in Note 6, the Company paid TAG, a company owned by Mr. Gorlin, for month to month rental of office space at Dekalb-Peachtree Airport in Atlanta Georgia plus cost of utilities. Rent payments under this arrangement were $2,147 per month. Rent expense and utilities cost incurred by TAG amounted to approximately $35,000 for the year ended December 31, 2018, of which approximately $6,300 was included in accounts payable at December 31, 2018. Rent expense and utilities cost incurred by TAG amounted to approximately $34,600 for the years ended December 31, 2017. No future lease payments are required under this rental agreement at December 31, 2018. Consulting Expense As described in Note 6, the Company paid $160,000 and $110,000, respectively, for the years ended December 31, 2018 and 2017, respectively, to Jesse Crowne, a former director and Co-Chairman of the Board of the Company, for business advisory services, of which $40,000 was included in accounts payable at December 31, 2018. |
Research and Development
Research and Development | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Research and Development | Note 11 - Research and Development Devicix Prototype Manufacturing Agreement In November 2013, the Company accepted a proposal from Devicix, a Minneapolis Minnesota based FDA registered contract medical device designer and developer, to develop a commercially viable prototype of its product that could be used to receive regulatory approval from the FDA and other international agencies for use on humans to relieve pain associated with Facet Joint Syndrome. During 2018, the Company incurred approximately $101,000 of expense under this agreement, with approximately $69,000 of the amount in payables at December 31, 2018. During 2017, the Company incurred approximately $302,000 of expense under this agreement, with approximately $7,000 of the amount in payables at December 31, 2017 which was subsequently paid in 2018. DenerveX Generator Manufacturing Agreement The DenerveX device requires a custom electrocautery generator for power. As described in Note 7, in November 2014, the Company contracted with Bovie to customize one of their existing electrocautery generators for use with DenerveX Device, and then manufacture that unit on a commercial basis once regulatory approval for the DenerveX was obtained. The Bovie agreement required a base $295,000 development fee to customize the unit, plus additional amounts if further customization was deemed necessary beyond predetermined estimates. The Company incurred approximately $19,000 for the year ended December 31, 2018, of which $15,000 was included in accounts payable at December 31, 2018. The Company incurred approximately $33,000 for the year ended December 31, 2017. The manufacturing agreement is complete as of December 31, 2018, and the Company does not expect to incur any more expenses related to the agreement. Nortech Manufacturing Agreement In November 2014, the Company selected Nortech Systems Inc. (“Nortech”), a Minneapolis, Minnesota based FDA registered contract manufacturer, to produce 315 DenerveX devices from the prototype supplied by Devicix for use in final development and clinical trials. The agreement with Nortech includes agreed upon per unit prices for delivery of the devices. Actual work on development of the final units began in November 2014. The Company incurred fees of approximately $106,000 to Nortech for the year ended December 31, 2018. The Company incurred fees of approximately $146,000 to Nortech for the year ended December 31, 2017, of which $40,000 was in accounts payable at December 31, 2017. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management's Plans | Note 12 – Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $4,909,000 and $6,456,000 for the years ended December 31, 2018 and 2017, respectively. The Company will continue to incur losses until such time as it can sell a sufficient enough volume of the DenerveX System with margins sufficient to offset expenses. To date, the Company’s primary source of funds has been from the issuance of debt and equity. The Company anticipates cash expenditures will remain consistent as diminishing research and development costs will be offset by the cost of clinical trials to obtain FDA approval and moving forward with the recent commercialization of the DenerveX System. The Company expects future cash flow expenditures to increase if the FDA requires a de novo regulatory path, instead of a 510(k) approval. The Company also continues to incur similar costs as it continues to operate as a publicly traded entity. Subsequent to year-end, on January 8, 2019, the Company executed the Asset Purchase Agreement with RMS, as amended, by which the Company entered into a securities purchase agreement (the “SPA”) with select accredited investors and raised an aggregate amount of $2,000,000, with $1,800,000 received in cash and $200,000 by cancellation of debt. Subsequent to the consummation of the Asset Purchase Agreement with RMS, the Company has raised an additional $5,200,000 with select accredited investors under the same SPA. Through March 31, 2019 the Company has raised an aggregate of $7,200,000 in convertible note financings. The financial statements do not include any adjustments to the carrying amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events As previously disclosed on a Form 8-K filed on October 18, 2018, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Regenerative Medicine Solutions, LLC (“RMS”), Lung Institute LLC (“Lung Institute”), RMS Lung Institute Management LLC (“RMS Management”), Cognitive Health Institute Tampa, LLC (“CHIT”), RMS Shareholder, LLC (“RMS Shareholder”) and RMS Acquisition Corp. (“RMS Acquisition”) (collectively, the “Parties”). On January 8, 2019, the Parties to the Asset Purchase Agreement entered into an amendment thereto (the “APA Amendment”) to, among other things, i) update the contracts assigned to and liabilities assumed by RMS Acquisition, ii) amend the number of Series C preferred stock of the Company (the “Series C Preferred Stock”) issued to RMS Shareholder from 30,119 shares to 39,772 shares, iii) revise the lists of material contracts, real estate leases, legal proceedings, employees of RMS Management and Lung Institute Tampa, iv) state that the Company shall enter into an employment agreement with James St. Louis, v) include two additional members, Michael Yurkowsky and Raymond Monteleone, to the board of directors of the Company (the “Board”), and vi) revise the patient treatment arrangement among the Parties after closing of the Asset Purchase Agreement. In connection with the Asset Purchase Agreement and APA Amendment, on January 8, 2019, RMS, Lung Institute, RMS Management, CHIT and RMS Acquisition executed an assignment and assumption agreement (the “Assignment and Assumption Agreement”), pursuant to which RMS, Lung Institute, RMS Management and CHIT assigned and transferred to RMS Acquisition all the rights and interests in the Assigned Contracts as listed in the APA Amendment and RMS Acquisition assumed all the obligations and liabilities under the Assumed Liabilities as defined in the APA Amendment. On January 8, 2019, the Company executed the Asset Purchase Agreement, as amended, by which the Company entered into a securities purchase agreement (the “SPA”) with four purchasers (the “Purchasers”) pursuant to which the four Purchasers invested in the Company an aggregate amount of $2,000,000, with $1,800,000 in cash and $200,000 by cancellation of debt as explained below, in exchange for forty (40) units (the “Units”), each consisting of a convertible note (the “Convertible Note”) with the principal amount of $50,000 and a warrant (the “Warrant”) to purchase common stock (the “Common Stock”) of the Company. Pursuant to this SPA, the Company initially offered a minimum of $1,000,000 and a maximum of $6,000,000, and subsequently increased to a maximum of $8,000,000 (the “Maximum Amount”) of Units at a price of $50,000 per Unit until the earlier of i) the closing of the subscription of the Maximum Amount and ii) March 31, 2019 (the “Termination Date”), subject to the Company’s earlier termination at its discretion. The SPA includes the customary representations and warranties from the Company and purchasers. Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by the Company in exchange for four (4) Units on the same terms as all other Purchasers. Each Convertible Note offered by the Company as part of the Unit bears an interest rate of 12% per annum, has a principal amount of $50,000, shall mature in one year from the original issue date on January 8, 2019, and will be convertible into shares of Common Stock at a price of $0.40 subject to adjustment stated in the Convertible Note. Pursuant to the terms of the Convertible Note, each holder of the Convertible Notes shall not own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of such Convertible Note. Upon default, the penalty interest rate of the Convertible Note shall rise to 18% per annum. In addition, pursuant to the SPA, the Company offers, as part of the Unit, Warrants to purchase the Common Stock at a price of $0.75 per share (the “Exercise Price”), subject to adjustments stated therein. The holder of each Warrant may purchase the number of shares of Common Stock equal to the number of shares of Common Stock issuable upon conversion of each Convertible Note while the Warrant is exercisable. The Warrants have a term of three years and shall be exercised in cash or on a cashless basis as described in the Warrant. In March 2018, the Company issued RMS the 39,772,498 shares of Common Stock upon the Conversion of the 39,772 shares of Series C Preferred Stock. The Company also issued RMS an additional 11,152,778 shares of Common Stock to RMS to compensate it for the additional dilution occurred in the recent financing. Through March 31, 2019, the Company has entered into other SPA’s under the same terms with additional purchasers, which has brought the aggregate principal amount of capital raised in the offerings to $7,200,000, as of that date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation And Principles of Consolidation The accompanying consolidated financial statements include the accounts of MedoveX Corp., its wholly-owned subsidiary, Debride, as well as its wholly owned subsidiary, Streamline Inc. (“Streamline”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the financial statements, generally accepted accounting principles in the United States (“U.S. GAAP”) requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2018 and 2017 consists of funds deposited in checking accounts with commercial banks. |
Accounts Receivable, Sales Returns, Discounts and Allowances | Accounts Receivable, Sales Returns, Discounts and Allowances Accounts receivable primarily represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The Company records estimated sales returns, discounts and allowances as a reduction of net sales in the same period revenue is recognized. The allowance is estimated for trade accounts receivable based on the expected collectability of accounts receivable after considering the Company’s historical collection experience and the length of time an account is outstanding. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. As the Company only commenced sales in July 2017, all outstanding trade receivables were deemed collectable, thus, no allowance for doubtful accounts was recorded at December 31, 2018 and 2017. |
Inventory | Inventory Inventories consist of only finished goods and are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Repairs and maintenance are expensed as incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. |
Other Payables | Other Payables Other payables include value added tax (VAT) owed to the German tax authority. As a part conducting business in the European Union (“EU”), the Company’s sales transactions are taxed based on the value of the product. At the end of each reporting period, the Company calculates the value of all taxable sales then subtracts the sum of all taxable purchases and the VAT rate is applied to the difference. |
Leases | Leases The Company recognizes rent expense on a straight-line basis over the term of the lease. The lease term commences on the date the Company takes possession of or controls the physical use of the property. Deferred rent is included in non-current liabilities on the balance sheet. |
Revenue Recognition | Revenue Recognition The Company has adopted the new 5-step revenue recognition process as promulgated by ASC 606, Revenue from Contracts with Customers (Topic 606), the core principle of which necessitates companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. The early adoption of ASC 606 was completed as of September 30, 2017, which was in the first year the Company generated revenue. The early adoption did not have any retrospective effect on prior year. Identify the contract with the customer Medovex has two types of customers: distributors, and individual customers. Distributors: The Company has distribution agreements with distributors located in Italy, Austria, Colombia, Scandinavia, Brazil, Israel, Australia, Turkey, Spain, Switzerland, Chile, Taiwan, Poland, Slovakia, the Czech Republic and the United Kingdom. For each distributor, a standardized distribution agreement is executed and is the definitive contract between the Company and the customer. Each distribution agreement details the pricing, order placement, stocking requirements, terms of payment, and shipping terms under which the DenerveX System will be shipped to the distributor. The distributor places orders for additional product, but all these orders are subject to the terms of the Distribution Agreement. Direct Customers: In Germany, all customers are direct hospitals and individual practitioners. Sales in Germany are solicited by and placed with third party contractors on behalf of Medovex. Medovex has sales agreements with each third party sales representative selling the DenerveX System. Each sales agreement details the price at which the DenerveX System must be sold to the customer. A purchase order from the customer is required before the Company will ship product to the customer. This purchase order contains all the terms and conditions of the sale and is considered the definitive contract for this type of sale. Identify the performance obligation in the contract Distributors, who sell the DenerveX System to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. The Company has no further obligations once the product is shipped. Stocking distributors are obligated to pay the Company the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Since no right of return exists, the product is not considered consigned inventory. For direct sales to hospitals and practitioners in Germany, the obligation is met when the product is shipped. Our direct customers do not have any contractual rights of return or exchange other than for defective product or shipping error. Determine the transaction price DenerveX Kit: The DenerveX kit consists of one Denervex handheld device, one K-Wire, one dilator, one tissue stabilizer, one portal tube and one portal driver. The product is marketed as a disposable, single-use kit which includes all of the components packaged together. The transaction price for the DenerveX Kit is specifically outlined in the standardized distribution agreements for all distributors. The transaction price for the DenerveX Kit is specifically outlined in the standardized sales rep agreements for all sales contractors. Pro-40 Generators: The DenerveX device requires a custom generator for power and cannot be used for any other purpose. For each initial order of the DenerveX Kit, a generator is provided to each customer at no charge. The Company does not recognize any revenue for the no-charge generator units. The units are removed from inventory and recognized as a cost of sales at the time of shipment. Customers may order demo generators, however, the Company charges a set price for these units. Allocate the transaction price In the Company’s case, all of the transaction price is recorded as revenue. Recognize revenue when or as the entity satisfies a performance obligation Revenue recognition occurs at the time product is shipped, FOB shipping, to all customers from the third-party distribution warehouse located in Berlin, Germany. For Medovex, this is considered the point at which the customer gains control of the Denervex device and there are no remaining material performance obligations. If something abnormal were to happen to the product in transit, the matter would be handled with the carrier, however, the sale would remain intact. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Advertising | Advertising The Company expenses all sales and marketing costs as incurred. For the years ended December 31, 2018 and 2017, advertising costs were approximately $149,000 and $332,000, respectively. |
Foreign Currency Transactions | Foreign Currency transactions The Company transacts some of its operating activities in foreign currencies, most notably the Euro. The Company also has certain assets and liabilities denominated in foreign currencies that are translated to US Dollars for reporting purposes as of and for the year ended December 31, 2018. These amounts are immaterial and are included in other income or expense for the years ended December 31, 2018 and 2017. Because of the immaterial effect noted above, we did not present a separate statement of other comprehensive income. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes, which requires recognition of temporary differences between financial statement and income tax bases of assets and liabilities, measured by enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets when necessary. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation |
Loss Per Share | Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti- dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share: 12,108,743 warrants and 557,282 common stock options outstanding were considered anti-dilutive and excluded for the year ended December 31, 2018. 7,402,910 warrants and 1,314,059 common stock options outstanding were considered anti-dilutive and excluded for the year ended December 31, 2017. |
Discontinued Operations | Discontinued Operations As more fully described in Note 6, in May 2016, management was authorized to locate a buyer for Streamline Inc., the Company’s wholly owned subsidiary acquired in March 2015, by the Board of Directors. Streamline’s results of operations have been classified as discontinued operations for all periods presented. |
Fair Value Measurements | Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Goodwill and Impairment of Long-lived Assets | Goodwill And Impairment of Long-Lived Assets Goodwill is the excess of the purchase price over the fair value of net assets of acquired businesses. Goodwill is tested for impairment annually or whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. The test for impairment requires us to make several estimates about fair value. Our estimates associated with the goodwill impairment test are considered critical due to the amount of goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value. Other intangible assets include trademarks and purchased technology. Intangible assets with a definite life are amortized on a straight-line basis, as appropriate, with estimated useful lives ranging from five to seven years, and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. Definite-lived intangible assets are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist solely of cash. At times throughout the year, the Company may maintain certain US bank account balances in excess of FDIC insured limits. The Company may also maintain German bank account balances in excess of Germany’s deposit guarantee regulations within the framework of the German Banks’ Compensation Scheme. At December 31, 2018 and 2017, the Company did not have cash deposits that exceeded federally insured deposit limits in the US or Germany. The Company believes that its funds are deposited in high credit quality financial institutions. The Company has not experienced any losses in such accounts to date and believes it is not exposed to any significant credit risk associated with its cash deposits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. The Company adopted the amendments of ASU 2014-09 effective quarter ended September 30, 2017. The adoption of this standard did not have a material impact on our consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following items as of December 31, 2018, and December 31, 2017: December 31, 2018 December 31, 2017 Split Return Electrodes $ — $ 1,868 Denervex device 5,205 111,596 Pro-40 generator 126,250 181,250 Total $ 131,455 $ 294,714 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Useful Life December 31, 2018 December 31, 2017 Furniture and fixtures 5 years $ 52,857 $ 67,777 Computers and software 3 years 12,130 31,738 Leasehold improvements 5 years — 35,676 64,987 135,191 Less accumulated depreciation (34,594 ) (48,018 ) Total $ 30,393 $ 87,173 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Nonmonetary Transactions [Abstract] | |
Summary of Share-based Compensation Activity | A summary of the Company’s share-based compensation activity and related information is as follows: Shares Weighted Average Exercise Price Weighted Term Outstanding at 12/31/2016 1,124,900 $ 2.15 9.0 Granted 189,159 $ 1.17 9.10 Exercised — — — Cancelled — — — Outstanding at 12/31/2017 1,314,059 $ 2.01 8.19 Granted — — — Exercised — — — Cancelled (756,777 ) $ 1.44 — Outstanding at 12/31/2018 557,282 $ 2.78 6.99 Exercisable at 12/31/2018 469,179 $ 3.08 6.84 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases | Future minimum lease payments under this rental agreement are approximately as follows: For the year ended December 31, 2019 37,510 December 31, 2020 38,635 $ 76,145 |
Short Term Liabilities (Tables)
Short Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments Related to the Promissory Notes | Expected future payments related to the promissory notes as of December 31, 2018, are approximately as follows: For the year ended 2019 103,000 $ 103,000 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information as of December 31, 2017 and 2016 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at 12/31/2016 3,713,542 $ 2.19 3.8 Issued 3,889,368 $ 1.37 4.3 Cancelled (200,000 ) $ 1.625 — Outstanding at 12/31/2017 7,402,910 $ 1.77 3.5 Issued 4,705,833 (1)(2) 2.7 Outstanding at 12/31/2018 12,108,743 $ 1.38 2.6 Exercisable at 12/31/2018 12,108,743 $ 1.38 2.6 |
Schedule of Assumptions for Warrants | The inputs used in the Black-Scholes-Merton valuation technique to value each of the warrants issued in 2018 as of their respective issue dates are as follows: Event Description Date MDVX Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 2/26/18 $ 0.51 $ 0.75 $ 0.20 5 years 2.60 55.91 Short-term debt 3/26/18 $ 0.53 $ 0.75 $ 0.22 5 years 2.64 56.57 Private placement 5/1/2018 $ 0.44 (1 ) $ 0.24 3 years 2.66 103.29 Debt conversion 5/15/2018 $ 0.39 (1 ) $ 0.20 3 years 2.75 103.32 Convertible notes 8/8/2018 $ 0.37 (2 ) $ 0.19 3 years 2.68 104.37 Convertible notes 9/28/2018 $ 0.40 (2 ) $ 0.21 3 years 2.88 105.07 (1) (2) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows: 2018 2017 Statutory rate – federal 21.0 % 21.0 % State taxes, net of federal benefit 4.0 4.0 Income tax benefit 25.0 % 25.0 % Less valuation allowance (25.0 ) (25.0 ) Total 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following at December 31: 2018 2017 Deferred Tax Assets: Start-up costs $ 6,816,896 $ 5,566,520 Share-based compensation 243,848 238,109 Total Deferred Tax Assets 7,060,744 5,804,629 Valuation Allowance (7,060,744 ) (5,804,629 ) Net Deferred Tax Asset $ — $ — |
Organization (Details Narrative
Organization (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
State of incorporation | Nevada |
Date of incorporation | Jul. 30, 2013 |
Debride Inc. [Member] | |
State of incorporation | Florida |
Date of incorporation | Oct. 1, 2012 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | ||
Advertising costs | $ 149,000 | $ 332,000 |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per shares | 12,108,743 | 7,402,910 |
Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per shares | 557,282 | 1,314,059 |
Minimum [Member] | ||
Property plant and equipment useful life | 3 years | |
Maximum [Member] | ||
Property plant and equipment useful life | 5 years |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory | $ 131,455 | $ 294,714 |
Split Return Electrodes [Member] | ||
Inventory | 1,868 | |
Denervex Device [Member] | ||
Inventory | 5,205 | 111,596 |
Pro-40 Generator [Member] | ||
Inventory | $ 126,250 | $ 181,250 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 23,915 | $ 27,100 |
Loss on asset disposal | $ 32,865 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | $ 64,987 | $ 135,191 |
Less accumulated depreciation | (34,594) | (48,018) |
Property and Equipment, net | 30,393 | 87,173 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 52,857 | 67,777 |
Useful Life | 5 years | |
Computers and Software [Member] | ||
Property and equipment | $ 12,130 | 31,738 |
Useful Life | 3 years | |
Leasehold Improvements [Member] | ||
Property and equipment | $ 35,676 | |
Useful Life | 5 years |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Aug. 08, 2018 | Aug. 02, 2018 | May 15, 2018 | May 01, 2018 | Apr. 26, 2018 | Mar. 30, 2018 | Mar. 26, 2018 | Feb. 26, 2018 | Jul. 14, 2017 | Apr. 21, 2017 | Mar. 28, 2017 | Feb. 09, 2017 | Oct. 14, 2013 | Oct. 30, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 30, 2017 | Jan. 31, 2017 | Nov. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 03, 2018 | Sep. 28, 2018 | Aug. 21, 2018 | Aug. 16, 2018 | Oct. 28, 2017 | Jan. 17, 2017 | Nov. 10, 2016 |
Number of shares issued | 320,202 | 75,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.56 | $ 0.40 | $ 0.32 | $ 1.16 | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 108,000 | $ 180,000 | $ 774,502 | $ 3,838,671 | |||||||||||||||||||||||||
Consulting expenses | $ 24,000 | 115,000 | |||||||||||||||||||||||||||
Non vested options outstanding | 88,103 | ||||||||||||||||||||||||||||
Unrecognized stock-based compensation | $ 30,000 | ||||||||||||||||||||||||||||
Weighted average period | 1 year 3 months 11 days | ||||||||||||||||||||||||||||
Stock based compensation vested amount | $ 188,000 | $ 544,000 | |||||||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Legal expenses | $ 13,500 | ||||||||||||||||||||||||||||
Common stock conversion price, per share | $ 0.40 | ||||||||||||||||||||||||||||
Proceeds from issuance of warrants | 610,220 | $ 1,248,575 | |||||||||||||||||||||||||||
Unpaid accrued interest | $ 100,000 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | 145,919 | |||||||||||||||||||||||||||
Debt principal amount | $ 103,000 | $ 104,000 | |||||||||||||||||||||||||||
Debt obligations | $ 2,944 | ||||||||||||||||||||||||||||
Series B [Member] | |||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 250,000 | ||||||||||||||||||||||||||||
Beneficial conversion feature of preferred stock | $ 30,000 | ||||||||||||||||||||||||||||
Debt conversion, shares | 1,000 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 36,000 | ||||||||||||||||||||||||||||
Debt obligations | 200,000 | ||||||||||||||||||||||||||||
Short-term Note Payable [Member] | |||||||||||||||||||||||||||||
Common stock conversion price, per share | $ 1.04 | ||||||||||||||||||||||||||||
Short-term note payable | $ 1,150,000 | ||||||||||||||||||||||||||||
5% Convertible Debenture [Member] | |||||||||||||||||||||||||||||
Common stock conversion price, per share | $ 0.38 | $ 0.40 | |||||||||||||||||||||||||||
Conversion of common stock, percentage | 85.00% | ||||||||||||||||||||||||||||
Debt conversion, shares | 266,301 | ||||||||||||||||||||||||||||
Unpaid accrued interest | $ 1,194 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 1,274,000 | 525,240 | 414,663 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 12,740 | 5,252 | 4,147 | ||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Dividend rate | 12.00% | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | 100,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Number of common stock shares issued for services | 320,202 | ||||||||||||||||||||||||||||
Conversion of stock shares converted | 266,301 | 414,663 | |||||||||||||||||||||||||||
Debt conversion, shares | 165,865 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 166 | ||||||||||||||||||||||||||||
Common Stock [Member] | Short-term Note Payable [Member] | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 165,865 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Warrant, exercise price | 0.75 | $ 0.75 | |||||||||||||||||||||||||||
Common stock conversion price, per share | 0.40 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | 34,000 | ||||||||||||||||||||||||||||
Series A Preferred Stock and Warrant [Member] | Short-term Note Payable [Member] | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 9,399 | ||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||
Common stock par value | $ .001 | ||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 133,333 | ||||||||||||||||||||||||||||
Warrant, exercise price | $ 0.75 | ||||||||||||||||||||||||||||
Debt conversion of convertible debt | 200,000 | ||||||||||||||||||||||||||||
Debt principal amount | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||||
Debt maturity date | May 15, 2018 | ||||||||||||||||||||||||||||
Loan balance | 26,000 | ||||||||||||||||||||||||||||
Unit Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Number of shares issued | 96,154 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 1.04 | ||||||||||||||||||||||||||||
Number of option granted to purchase | 100,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 3,022,000 | ||||||||||||||||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 48,077 | 2,005,761 | |||||||||||||||||||||||||||
Warrant, exercise price | $ 1.50 | ||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||
Unit Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||
Number of shares issued | 12,740 | ||||||||||||||||||||||||||||
Unit Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Number of shares issued | 1,631,730 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 2,690,686 | ||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 1,478,022 | ||||||||||||||||||||||||||||
Warrant, exercise price | $ 1.15 | ||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||
Private placement fees relating to offering | $ 188,000 | ||||||||||||||||||||||||||||
Number of common stock shares sold, value | $ 2,956,043 | ||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.91 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||||||||||||||||||||||
Common stock issued percentage | 100.00% | 100.00% | |||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 308,000 | ||||||||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Number of common stock shares sold | 770,000 | 8.25 | |||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 385,000 | 2,062,500 | |||||||||||||||||||||||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||
Warrant term | 3 years | 5 years | 3 years | 3 years | |||||||||||||||||||||||||
Number of common stock shares sold, value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Allocation of warrants | 52,003 | ||||||||||||||||||||||||||||
Legal expenses | $ 13,500 | $ 5,000 | |||||||||||||||||||||||||||
Common stock conversion price, per share | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | 825,000 | ||||||||||||||||||||||||||||
Net cash received from offering | $ 820,000 | ||||||||||||||||||||||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||
Purchase price of common stock percentage | 90.00% | 90.00% | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||||||||||
Number of common stock shares sold | 15 | ||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 1,875,000 | ||||||||||||||||||||||||||||
Number of common stock shares sold, value | $ 750,000 | ||||||||||||||||||||||||||||
Common stock conversion price, per share | $ 0.40 | ||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 750,000 | ||||||||||||||||||||||||||||
Debt conversion, shares | 1,875,000 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 505,000 | ||||||||||||||||||||||||||||
Proceeds from notes | 245,000 | ||||||||||||||||||||||||||||
Accretion expense | 93,000 | ||||||||||||||||||||||||||||
Unpaid accrued interest | $ 33,700 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||
Number of shares issued | 159,000 | ||||||||||||||||||||||||||||
Number of common stock shares sold | 1,000 | 8,250 | |||||||||||||||||||||||||||
Dividend rate | 5.00% | ||||||||||||||||||||||||||||
Conversion of stock shares converted | 2,062,500 | ||||||||||||||||||||||||||||
Beneficial conversion feature of preferred stock | $ 373,000 | ||||||||||||||||||||||||||||
Unpaid dividends | $ 58,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 250,000 | ||||||||||||||||||||||||||||
Warrant, exercise price | $ 0.001 | ||||||||||||||||||||||||||||
Common stock conversion price, per share | 0.40 | ||||||||||||||||||||||||||||
Market value of common stock | $ 0.44 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 288,000 | ||||||||||||||||||||||||||||
May 1, 2018 Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||
Maximum [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||
Maximum [Member] | Unit Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||||||||||||||||||||
Minimum [Member] | Unit Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Proceeds from issuance of private placement | 3,000,000 | ||||||||||||||||||||||||||||
2013 Stock Option Incentive Plan [Member] | |||||||||||||||||||||||||||||
Stock options authorized incentive plan | 1,000,000 | 500,000 | |||||||||||||||||||||||||||
Compensation expense | $ 120,000 | $ 683,000 | |||||||||||||||||||||||||||
2013 Stock Option Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Shares available for grant | 2,650,000 | 1,650,000 | |||||||||||||||||||||||||||
2013 Stock Option Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Shares available for grant | 1,650,000 | 1,150,000 | |||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||
Number of common stock issued value | $ 240,000 | ||||||||||||||||||||||||||||
Number of shares issued | 173,912 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 1.38 | ||||||||||||||||||||||||||||
Number of common stock shares issued for services | 125,000 | ||||||||||||||||||||||||||||
Common stock issued percentage | 25.00% | ||||||||||||||||||||||||||||
Certain Consultant [Member] | |||||||||||||||||||||||||||||
Number of common stock shares issued for services | 175,000 | ||||||||||||||||||||||||||||
Common stock issued percentage | 25.00% | ||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Number of common stock shares issued for services | 50,000 | ||||||||||||||||||||||||||||
Number of vested options shares | 75,000 | ||||||||||||||||||||||||||||
Jarrett Gorlin [Member] | |||||||||||||||||||||||||||||
Number of shares issued | 323,810 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.42 | $ 0.40 | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 136,000 | ||||||||||||||||||||||||||||
Employees, Consultants, and Directors [Member] | 2013 Stock Option Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Plan option grant | 1,150,000 | ||||||||||||||||||||||||||||
Employees [Member] | 2013 Stock Option Incentive Plan [Member] | |||||||||||||||||||||||||||||
Number of option granted to purchase | 189,159 | ||||||||||||||||||||||||||||
Percentage for option vested | 25.00% | ||||||||||||||||||||||||||||
Percentage for option vested, description | The options vest as follows: 25% on the date of grant and 25% on each of the next three anniversaries. | ||||||||||||||||||||||||||||
Placement Agent [Member] | Unit Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 405,577 | ||||||||||||||||||||||||||||
Warrant, exercise price | $ 1.50 | ||||||||||||||||||||||||||||
Private placement fees relating to offering | $ 350,000 | ||||||||||||||||||||||||||||
Noteholders [Member] | Short-term Note Payable [Member] | |||||||||||||||||||||||||||||
Number of common stock issued value | $ 208,000 | ||||||||||||||||||||||||||||
Number of shares issued | 200,000 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 1.04 | ||||||||||||||||||||||||||||
Number of warrants issued to purchase common shares | 20,000 | ||||||||||||||||||||||||||||
Number of warrant were cancelled | 200,000 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number Of Shares Options Outstanding Beginning Balance | 1,314,059 | 1,124,900 |
Number Of Options Granted | 189,159 | |
Number Of Options Exercised | ||
Number Of Options Cancelled | (756,777) | |
Number Of Shares Options Outstanding Ending Balance | 557,282 | 1,314,059 |
Number Of Shares Options Exercisable | 469,179 | |
Weighted Average Exercise Price Outstanding Beginning Balance | $ 2.01 | $ 2.15 |
Weighted Average Exercise Price Granted | 1.17 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Cancelled | 1.44 | |
Weighted Average Exercise Price Outstanding Ending Balance | 2.78 | $ 2.01 |
Weighted Average Exercise Price Exercisable | $ 3.08 | |
Weighted Average Remaining Term (years) Outstanding, Beginning | 8 years 2 months 8 days | 9 years |
Weighted Average Remaining Term (years) Outstanding, Granted | 9 years 1 month 6 days | |
Weighted Average Remaining Term (years) Outstanding, Ending | 6 years 11 months 26 days | 8 years 2 months 8 days |
Weighted Average Remaining Term (years) Exercisable | 6 years 10 months 3 days |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Sep. 02, 2018USD ($) | Sep. 02, 2018EUR (€) | Jan. 02, 2018USD ($) | Feb. 01, 2013shares | Oct. 30, 2018shares | Aug. 31, 2018shares | Jan. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2013 | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) |
Accounts payable | $ 37,377 | |||||||||||
Lease expense | 35,000 | |||||||||||
Accounts payable | 750,958 | 196,171 | ||||||||||
Number of common stock shares issued | shares | 320,202 | 75,000 | ||||||||||
TAG Aviation LLC [Member] | ||||||||||||
Base rent | 35,000 | 34,600 | ||||||||||
Accounts payable | 6,300 | |||||||||||
Streamline Inc. [Member] | ||||||||||||
Proceeds from sale of assets | $ 500,000 | |||||||||||
Contingent description | The terms of the sale also required that for each of the calendar years ending December 31, 2018 and December 31, 2019 (each such calendar year, a "Contingent Period"), a contingent payment in cash (each, a "Contingent Payment") equal to five percent (5%) of the total net sales received by the acquiring party from the sale of "IV suspension system" products in excess of 100 units during each Contingent Period. | |||||||||||
Contingent payments | $ 850,000 | |||||||||||
Streamline Inc. [Member] | Notes Receivable [Member] | ||||||||||||
Proceeds from sale of assets | $ 150,000 | |||||||||||
Sales, Marketing, and Distribution Consultant One [Member] | ||||||||||||
Payments for consulting services | 263,000 | 238,000 | ||||||||||
Old Lease Agreement [Member] | ||||||||||||
Base rent | 2,948 | |||||||||||
New Lease Agreement [Member] | ||||||||||||
Base rent | 3,095 | |||||||||||
Accounts payable | $ 3,400 | |||||||||||
Agreement, term | 2 years 4 months | 2 years 4 months | ||||||||||
Lease expense | $ 33,000 | |||||||||||
Non-cancellable 36 Month Operating Lease Agreement [Member] | ||||||||||||
Lease expense | 2,500 | 2,600 | ||||||||||
Consulting Agreement [Member] | ||||||||||||
Consulting fees | 13,333 | |||||||||||
Payments for consulting services | 160,000 | 110,000 | ||||||||||
Accounts payable | 40,000 | |||||||||||
Increase in consulting fees | $ 9,167 | |||||||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | ||||||||||||
Accounts payable | 14,000 | |||||||||||
Payments for consulting services | 77,000 | 66,000 | ||||||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant [Member] | Through December 31, 2018 [Member] | ||||||||||||
Payments for consulting services | 7,000 | |||||||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member] | ||||||||||||
Payments for consulting services | 23,000 | |||||||||||
Consulting Agreement [Member] | Sales, Marketing, and Distribution Consultant One [Member] | EURO [Member] | ||||||||||||
Payments for consulting services | € | € 21,000 | |||||||||||
Generator Development Agreement [Member] | ||||||||||||
Payment to bovie | 441,000 | |||||||||||
Original amount for pathway development | 295,000 | |||||||||||
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member] | ||||||||||||
Accounts payable | 15,000 | |||||||||||
Payment to bovie | 19,000 | 33,000 | ||||||||||
Generator Development Agreement [Member] | Pro-40 Electrocautery Generator [Member] | Maximum [Member] | ||||||||||||
Payment to bovie | 295,000 | |||||||||||
Distribution Center and Logistic Services Agreement [Member] | ||||||||||||
Accounts payable | 16,000 | |||||||||||
Monthly fees | $ 7,900 | 3,500 | ||||||||||
Total expenses | 142,000 | 75,700 | ||||||||||
Distribution Center and Logistic Services Agreement [Member] | Maximum [Member] | ||||||||||||
Monthly fees | 8,300 | |||||||||||
Distribution Center and Logistic Services Agreement [Member] | Minimum [Member] | ||||||||||||
Monthly fees | 2,300 | |||||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | ||||||||||||
Monthly fees | € | € 6,900 | 2,900 | ||||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Maximum [Member] | ||||||||||||
Monthly fees | € | 6,900 | |||||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Minimum [Member] | ||||||||||||
Monthly fees | € | € 1,900 | |||||||||||
Co-Development Agreement [Member] | ||||||||||||
Agreement, description | In exchange for these services the Company was obligated to pay Dr. Andrews a royalty of 2% of revenues earned from applicable product sales over a period of 5 years. If Dr. Andrews was listed as inventor of any Improvement Patent on the DenerveX device during the 5-year term, he would have continued to receive a 1% royalty after the 2% royalty expired for the duration of the effectiveness of the Improvement Patent. The co-development agreement expired September 30, 2018. | |||||||||||
Royalty expense | 13,000 | 1,000 | ||||||||||
Patent Assignment and Contribution Agreement [Member] | Scott Haufe [Member] | ||||||||||||
Agreement, description | This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. | |||||||||||
Royalty expense | 8,700 | 800 | ||||||||||
Number of common stock shares issued | shares | 750,108 | |||||||||||
Royalty expiration | Sep. 6, 2030 | |||||||||||
Operating Leases [Member] | ||||||||||||
Base rent | 2,147 | $ 34,600 | ||||||||||
Accounts payable | 6,300 | |||||||||||
Operating Leases [Member] | TAG Aviation LLC [Member] | ||||||||||||
Base rent | $ 34,555 |
Commitments & Contingencies - S
Commitments & Contingencies - Schedule of Operating Leases (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
December 31, 2019 | $ 37,510 |
December 31, 2020 | 38,635 |
Total | $ 76,145 |
Short Term Liabilities (Details
Short Term Liabilities (Details Narrative) - USD ($) | May 01, 2018 | Apr. 26, 2018 | Feb. 26, 2018 | Jan. 31, 2018 | Jul. 14, 2017 | Sep. 30, 2018 | Aug. 31, 2018 | Mar. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 08, 2018 |
Debt instrument face amount | $ 103,000 | $ 104,000 | |||||||||
Unpaid accrued interest | 70,000 | 69,000 | |||||||||
Proceeds from debt | 605,424 | ||||||||||
Market value of common stock | $ 0.40 | ||||||||||
Proceeds from warrants | 610,220 | $ 1,248,575 | |||||||||
Common Stock [Member] | |||||||||||
Conversion of stock shares converted | 266,301 | 414,663 | |||||||||
Number of shares issued on conversion | 165,865 | ||||||||||
5% Convertible Debenture [Member] | |||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument maturity date | Jan. 30, 2019 | ||||||||||
Proceeds from debt | $ 100,000 | ||||||||||
Debt conversion percentage | 85.00% | ||||||||||
Convertible Debenture [Member] | |||||||||||
Interest expense | $ 1,200 | ||||||||||
Market value of common stock | $ 0.40 | ||||||||||
Promissory Note One [Member] | |||||||||||
Debt instrument face amount | $ 135,000 | ||||||||||
Monthly installment amount | $ 5,700 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument maturity date | Aug. 1, 2019 | ||||||||||
Promissory Note Two [Member] | |||||||||||
Debt instrument face amount | $ 125,000 | ||||||||||
Monthly installment amount | $ 5,700 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument maturity date | Aug. 1, 2019 | ||||||||||
Promissory Note [Member] | |||||||||||
Interest expense | $ 3,400 | $ 7,000 | |||||||||
Finance Agreement [Member] | |||||||||||
Insurance premium finance payments due | $ 24,000 | ||||||||||
Insurance premium finance annual percentage | 5.98% | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Number of common stock shares sold, value | $ 2,956,043 | ||||||||||
Sale of stock price per share | $ 0.91 | ||||||||||
Warrant term | 5 years | ||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||
Unpaid accrued interest | $ 33,700 | ||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | |||||||||
Number of common stock shares sold, value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | |||||||||
Conversion of common stock, percentage | 12.00% | 12.00% | |||||||||
Warrant term | 3 years | 5 years | 3 years | 3 years | |||||||
Number of units sold | 770,000 | 8.25 | |||||||||
Warrants to purchase shares of common stock | 1,875,000 | ||||||||||
Proceeds from warrants | $ 825,000 | ||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||
Market value of common stock | $ 0.40 | ||||||||||
Number of common stock shares sold, value | $ 750,000 | ||||||||||
Number of units sold | 15 | ||||||||||
Number of shares issued on conversion | 1,875,000 | ||||||||||
Proceeds from warrants | $ 750,000 | ||||||||||
Fair value of warrants | 505,000 | ||||||||||
Proceeds from the notes | 244,576 | ||||||||||
Accretion expense | $ 93,000 |
Short Term Liabilities - Schedu
Short Term Liabilities - Schedule of Future Payments Related to the Promissory Notes (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
December 31, 2019 | $ 103,000 |
Total | $ 103,000 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Equity [Abstract] | |||
Number Of Shares, Warrants Outstanding Beginning | 7,402,910 | 3,713,542 | |
Number Of Shares, Warrants Issued | 4,705,833 | 3,889,368 | |
Number Of Shares, Warrants Cancelled | (200,000) | ||
Number Of Shares, Warrants Outstanding Ending | 12,108,743 | 7,402,910 | |
Number Of Shares, Warrants Exercisable Ending | 12,108,743 | ||
Weighted Average Exercise Price Outstanding | $ 1.77 | $ 2.19 | |
Weighted Average Exercise Price Warrants Issued | [1],[2] | 1.37 | |
Weighted Average Exercise Price Warrants Cancelled | 1.625 | ||
Weighted Average Exercise Price Outstanding | 1.38 | $ 1.77 | |
Weighted Average Exercise Price Exercisable | $ 1.38 | ||
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 3 years 3 months 19 days | 3 years 9 months 18 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Issued | 2 years 8 months 12 days | 4 years 3 months 19 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 7 months 6 days | 3 years 6 months | |
Weighted Average Remaining Contractual Life Warrants Exercisable | 2 years 7 months 6 days | ||
[1] | Warrants issued with the August 8, 2018 and September 28, 2018 convertible notes have an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrant in the event the Company issues any shares of common stock or common stock equivalents in a private placement of equity or debt securities at which 90% of the issuance price is less than $0.75. | ||
[2] | Warrants issued with the May 2018 private placement and debt conversion had an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrant in the event the Company issues any shares of common stock or common stock equivalents in a private placement of equity or debt securities at a price less than $0.75 per share. On August 8, 2018, the Company completed the issuance of convertible debt at an initial conversion price of $0.40. Accordingly the exercise price on these warrants was adjusted downward to $0.40. |
Common Stock Warrants - Summa_2
Common Stock Warrants - Summary of Warrant Activity (Details) (Parenthetical) - $ / shares | Sep. 28, 2018 | Aug. 08, 2018 | Dec. 31, 2018 |
Conversion price per share | $ 0.40 | ||
Warrant [Member] | |||
Warrant initial exercise price | $ 0.75 | 0.75 | |
Conversion price per share | 0.40 | ||
Warrant adjusted downward per share | $ 0.40 | ||
Warrant equity percentage | 90.00% | 90.00% | |
Maximum [Member] | Warrant [Member] | |||
Warrant initial exercise price | $ 0.75 | $ 0.75 | |
May 2018 Private Placement [Member] | |||
Warrant initial exercise price | $ 0.75 | ||
May 2018 Private Placement [Member] | Maximum [Member] | |||
Warrant initial exercise price | $ 0.75 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) | 12 Months Ended | |
Dec. 31, 2018$ / shares | ||
Private Placement 2/26/18 [Member] | ||
MDVX Stock Price | $ 0.51 | |
Exercise Price of Warrant | 0.75 | |
Private Placement 2/26/18 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.20 | |
Private Placement 2/26/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Private Placement 2/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.60% | |
Private Placement 2/26/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 55.91% | |
Short-term Debt 3/26/18 [Member] | ||
MDVX Stock Price | $ 0.53 | |
Exercise Price of Warrant | 0.75 | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.22 | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.64% | |
Short-term Debt 3/26/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 56.57% | |
Private Placement 5/1/18 [Member] | ||
MDVX Stock Price | $ 0.44 | |
Exercise Price of Warrant | [1] | |
Private Placement 5/1/18 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.24 | |
Private Placement 5/1/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Private Placement 5/1/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.66% | |
Private Placement 5/1/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 103.29% | |
Debt Conversion 5/15/18 [Member] | ||
MDVX Stock Price | $ 0.39 | |
Exercise Price of Warrant | [1] | |
Debt Conversion 5/15/18 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.20 | |
Debt Conversion 5/15/18 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Debt Conversion 5/15/18 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.75% | |
Debt Conversion 5/15/18 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 103.32% | |
Convertible Notes 8/8/2018 [Member] | ||
MDVX Stock Price | $ 0.37 | |
Exercise Price of Warrant | [2] | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.19 | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.68% | |
Convertible Notes 8/8/2018 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 104.37% | |
Convertible Notes 9/28/2018 [Member] | ||
MDVX Stock Price | $ 0.40 | |
Exercise Price of Warrant | [2] | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Grant Date Fair Value [Member] | ||
Fair value assumptions, measurement input, exercise price | $ 0.21 | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Expected Term [Member] | ||
Fair value assumptions, measurement input, term | 3 years | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentage | 2.88% | |
Convertible Notes 9/28/2018 [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentage | 105.07% | |
[1] | Warrants issued with the May 2018 private placement and debt conversion had an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrant in the event the Company issues any shares of common stock or common stock equivalents in a private placement of equity or debt securities at a price less than $0.75 per share. On August 8, 2018, the Company completed the issuance of convertible debt at an initial conversion price of $0.40. Accordingly the exercise price on these warrants was adjusted downward to $0.40. | |
[2] | Warrants issued with the August 8, 2018 and September 28, 2018 convertible notes have an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrant in the event the Company issues any shares of common stock or common stock equivalents in a private placement of equity or debt securities at which 90% of the issuance price is less than $0.75. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate - federal | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.00% | 4.00% |
Income tax benefit | 25.00% | 25.00% |
Less valuation allowance | (25.00%) | (25.00%) |
Total | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Start-up costs | $ 6,816,896 | $ 5,566,520 |
Share-based compensation | 243,848 | 238,109 |
Total Deferred Tax Assets | 7,060,744 | 5,804,629 |
Valuation Allowance | (7,060,744) | (5,804,629) |
Net Deferred Tax Asset |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts payable | $ 37,377 | |
Consulting expenses | 24,000 | 115,000 |
Jesse Crowne [Member] | ||
Accounts payable | 40,000 | |
Consulting expenses | 160,000 | 110,000 |
TAG Aviation LLC [Member] | ||
Rent expense | 35,000 | $ 34,600 |
Accounts payable | 6,300 | |
Mr. Gorlin [Member] | TAG Aviation LLC [Member] | ||
Rent expense | $ 2,147 |
Research and Development (Detai
Research and Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Research and Development expenses | $ 204,690 | $ 491,076 |
Accounts payable | 37,377 | |
Devicix Prototype Manufacturing Agreement [Member] | ||
Research and Development expenses | 101,000 | 302,000 |
Accounts payable | 69,000 | 7,000 |
Denervex Generator Manufacturing Agreement [Member] | ||
Research and Development expenses | 19,000 | 33,000 |
Accounts payable | 15,000 | |
Development fees | 295,000 | |
Nortech Manufacturing Agreement [Member] | ||
Research and Development expenses | $ 106,000 | 146,000 |
Accounts payable | $ 40,000 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ 4,908,644 | $ 6,456,477 |
Aggregate amount of debt | 103,000 | $ 104,000 |
Asset Purchase Agreement [Member] | ||
Aggregate amount of debt | 5,200,000 | |
January 8, 2019 [Member] | Asset Purchase Agreement [Member] | ||
Aggregate amount of debt | 2,000,000 | |
Proceeds from debt | 1,800,000 | |
Cancellation of debt | 200,000 | |
March 31, 2019 [Member] | Asset Purchase Agreement [Member] | ||
Aggregate amount of debt | $ 7,200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 08, 2019 | May 15, 2018 | Oct. 30, 2018 | Aug. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2018 | Jul. 14, 2017 |
Number of shares issued | 320,202 | 75,000 | ||||||||
Debt instrument face amount | $ 104,000 | $ 103,000 | ||||||||
Debt instrument converted value | $ 100,000 | $ 145,919 | ||||||||
Conversion price per share | $ 0.40 | |||||||||
RMS Acquisition Corp [Member] | ||||||||||
Number of shares issued | 39,772,498 | |||||||||
Additional common stock issued | 11,152,778 | |||||||||
RMS Acquisition Corp [Member] | Series C Preferred Stock [Member] | ||||||||||
Conversion of stock, shares | 39,772 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Debt instrument face amount | $ 5,200,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Warrant, exercise price | $ 1.15 | |||||||||
Warrant term | 5 years | |||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | RMS Acquisition Corp [Member] | Series C Preferred Stock [Member] | Minimum [Member] | ||||||||||
Number of shares issued | 30,119 | |||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | RMS Acquisition Corp [Member] | Series C Preferred Stock [Member] | Maximum [Member] | ||||||||||
Number of shares issued | 39,772 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||
Debt instrument face amount | $ 7,200,000 | |||||||||
Number of common stock shares sold | 50,000 | |||||||||
Proceeds from initially offering | $ 8,000,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | ||||||||||
Debt instrument face amount | $ 50,000 | |||||||||
Debt interest rate | 12.00% | |||||||||
Debt maturity term | 1 year | |||||||||
Conversion price per share | $ 0.40 | |||||||||
Percentage for common stock outstanding | 4.99% | |||||||||
Penalty interest rate | 18.00% | |||||||||
Warrant, exercise price | $ 0.75 | |||||||||
Warrant term | 3 years | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Four Purchasers [Member] | ||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||
Proceeds from debt | 1,800,000 | |||||||||
Cancellation of debt | $ 200,000 | |||||||||
Number of common stock shares sold | 40 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Four Purchasers [Member] | Convertible Note [Member] | ||||||||||
Debt instrument face amount | $ 50,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Former Chairman [Member] | ||||||||||
Number of common stock shares sold | 4 | |||||||||
Debt instrument converted value | $ 200,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||
Proceeds from initially offering | 1,000,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Proceeds from initially offering | $ 6,000,000 |