Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Medovex Corp. | |
Entity Central Index Key | 0001591165 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 94,732,246 | |
Trading Symbol | MDVX | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 2,591,869 | $ 69,628 |
Accounts receivable | 76,163 | 15,242 |
Other receivables | 81,648 | 5,144 |
Inventory | 129,264 | |
Prepaid expenses | 365,167 | 59,678 |
Total Current Assets | 3,244,111 | 149,692 |
Right-of-use Asset | 1,092,102 | |
Property and Equipment, net | 274,820 | 266,875 |
Intangibles | 3,496,000 | |
Goodwill | 5,133,724 | |
Other Assets | 40,839 | 38,288 |
Total Assets | 13,281,596 | 454,855 |
Current Liabilities | ||
Interest payable | 123,070 | 158,371 |
Accounts payable | 941,303 | 851,604 |
Accounts payable to related parties | 180,000 | |
Accrued payroll | 170,084 | |
Accrued liabilities | 272,740 | 183,183 |
Other current liabilities | 227,752 | 463,025 |
Notes payable | 248,155 | 30,852 |
Short-term note payable, net of debt discount | 561,696 | |
Dividend payable | 76,315 | |
Deferred revenue | 395,814 | 322,264 |
Lease liability, current portion | 484,087 | |
Total Current Liabilities | 3,501,016 | 2,189,299 |
Long-Term Liabilities | ||
Lease liability, net of current portion | 629,559 | |
Convertible debt to a related party | 4,306,300 | |
Deferred rent | 22,206 | |
Total Long-Term Liabilities | 629,559 | 4,328,506 |
Total Liabilities | 4,130,575 | 6,517,805 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Common stock - $.001 par value: 199,000,000 and 49,500,000 shares authorized as of March 31, 2019 and December 31, 2018, respectively. 94,036,746 and 33,681,388 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 94,037 | 33,661 |
Additional paid-in capital | 17,610,529 | 3,566,339 |
Accumulated deficit | (8,183,420) | (9,292,818) |
Non-controlling interest | (370,132) | (370,132) |
Total Stockholders' Equity (Deficit) | 9,151,021 | (6,062,950) |
Total Liabilities and Stockholders' Equity (Deficit) | 13,281,596 | 454,855 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock , value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock , value | 7 | |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock , value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 199,000,000 | 49,500,000 |
Common stock, shares issued | 94,036,746 | 33,681,388 |
Common stock, shares outstanding | 94,036,746 | 33,681,388 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 7,200 | 0 |
Preferred stock, shares outstanding | 7,200 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 45,000 | 45,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 1,324,240 | $ 2,902,797 |
Cost of Sales | (559,319) | (858,855) |
Gross Profit | 764,921 | 2,043,942 |
Operating Expenses | ||
General and administrative | 3,020,509 | 2,150,438 |
Sales and marketing | 1,135,546 | 737,505 |
Depreciation and amortization | 211,218 | 24,497 |
Total Operating Expenses | 4,367,273 | 2,912,440 |
Operating Loss | (3,602,352) | (868,498) |
Other Income (Expense) | ||
Other income | 2,152 | |
Foreign currency transaction loss | (2,357) | |
Interest expense | (92,259) | (28,702) |
Total Other Income (Expense) | (92,464) | (28,702) |
Net Loss | (3,694,816) | (897,200) |
Dividend on outstanding Series B Preferred Stock | 24,639 | |
Deemed dividend on adjustment to exercise price on certain warrants | 404,384 | |
Deemed dividend on Beneficial Conversion Features | 32,592 | |
Net loss attributable to common stockholders | $ (4,156,431) | $ (897,200) |
Loss per share - Basic and Diluted | $ (0.05) | $ (0.03) |
Weighted average outstanding shares used to compute basic and diluted net loss per share | 85,513,024 | 33,661,388 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2019 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Due From Stockholder [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 33,661 | $ 3,566,339 | $ (9,292,818) | $ (370,132) | $ (6,062,950) | ||
Beginning Balance, Shares at Dec. 31, 2018 | 33,661,388 | ||||||
Purchase Accounting entries due to the RMS transaction | $ 9 | $ 24,717 | 6,442,182 | 6,466,908 | |||
Purchase Accounting entries due to the RMS transaction, shares | 9,250 | 24,717,217 | |||||
Adjustment for assets and liabilities not included in purchase transaction | 5,241,190 | 5,241,190 | |||||
Issuance of common stock in connection with private placement offering from January 8, 2019 through March 31, 2019 | $ 17,000 | 4,200,946 | 4,217,946 | ||||
Issuance of common stock in connection with private placement offering from January 8, 2019 through March 31, 2019, shares | 17,000,000 | ||||||
Issuance of warrants in connection with private placement offering from January 8, 2019 through March 31, 2019 | 2,565,638 | 2,565,638 | |||||
Issuance of common stock pursuant to conversion of short-term debt in January 2019 | $ 500 | 125,437 | 125,937 | ||||
Issuance of common stock pursuant to conversion of short-term debt in January 2019, shares | 500,000 | ||||||
Issuance of warrants pursuant to a private placement completed in January 2019 | 74,063 | 74,063 | |||||
Issuance of additional exchange shares - Note 3 | $ 17,264 | (17,264) | |||||
Issuance of additional exchange shares - Note 3, shares | 17,263,889 | ||||||
Issuance of common stock pursuant to conversion of short-term debt in February 2019 | $ 250 | 99,750 | 100,000 | ||||
Issuance of common stock pursuant to conversion of short-term debt in February 2019, shares | 250,000 | ||||||
Issuance of common stock pursuant to conversion of Preferred Series B Stock conversions | $ (2) | $ 513 | (511) | ||||
Issuance of common stock pursuant to conversion of Preferred Series B Stock conversions, shares | (2,050) | ||||||
Issuance of common stock pursuant to conversion of short-term debt accrued interest | $ 2 | 665 | 667 | ||||
Issuance of common stock pursuant to conversion of short-term debt accrued interest, shares | 1,667 | ||||||
Issuance of common stock in March 2019 in exchange for consulting fees incurred in Q1 2019 | $ 130 | 51,904 | 52,034 | ||||
Issuance of common stock in March 2019 in exchange for consulting fees incurred in Q1 2019, shares | 130,085 | ||||||
Adjustment of exercise price of certain warrants | 404,384 | (404,384) | |||||
Beneficial conversion on series B preferred stock | 32,592 | (32,592) | |||||
Dividend payable | 89,043 | 89,043 | |||||
Stock based compensation | (24,639) | (24,639) | |||||
Net loss | (3,694,816) | (3,694,816) | |||||
Ending Balance at Mar. 31, 2019 | $ 7 | $ 94,037 | $ 17,610,529 | $ (8,183,420) | $ (370,132) | $ 9,151,021 | |
Ending Balance, shares at Mar. 31, 2019 | 7,200 | 94,036,746 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,694,816) | $ (897,200) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 211,218 | 24,497 |
Amortization of debt discount | 63,578 | |
Stock-based compensation | 89,043 | |
Common stock issued for consulting services | 52,034 | |
Changes in operating assets and liabilities, net of purchase transaction : | ||
Accounts receivable | 84,836 | (26,769) |
Other receivables | (76,504) | |
Accounts receivable from related parties | (25,361) | |
Inventory | 2,191 | |
Prepaid expenses and other assets | (132,765) | 112,798 |
Interest payable | 23,122 | 19,160 |
Accounts payable | (527,148) | (27,434) |
Accounts payable to related parties | (180,000) | |
Accrued payroll | (281,123) | |
Accrued liabilities | 78,711 | (151,615) |
Dividends payable | (6,137) | |
Deferred revenue | 123,077 | (390,271) |
Net Cash Used in Operating Activities | (4,170,683) | (1,362,195) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (4,570) | (194,108) |
Purchase of business, net of cash acquired | (302,710) | |
Net assets not included in purchase transaction | (69,629) | |
Net Cash Used in Investing Activities | (376,909) | (194,108) |
Cash Flows from Financing Activities | ||
Payments on note payable obligations | (22,407) | |
Borrowings from note payable obligations | 8,656 | 8,081 |
Proceeds from issuance of preferred and common stock, net of offering costs | 4,217,946 | |
Proceeds from issuance of warrants, net of offering costs | 2,565,638 | |
Proceeds from issuance of note payable | 1,459,510 | |
Proceeds from contribution from stockholders | 300,000 | |
Net Cash Provided by Financing Activities | 7,069,833 | 1,467,591 |
Net Increase (Decrease) in Cash | 2,522,241 | (88,712) |
Cash - Beginning of period | 69,628 | 251,330 |
Cash - End of period | 2,591,869 | 162,618 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 6,100 | 1,931 |
Non-cash investing and financing activities | ||
Financing agreement for insurance policy | 127,500 | |
Conversion of note and accrued interest to common stock | 100,667 | |
Issuance of common stock for Series B Preferred Stock conversion | 513 | |
Dividends accrued | $ 18,502 |
Description of the Company
Description of the Company | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of the Company | Note 1 - Description of the Company 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. The Company is presently reevaluating its approaches to revenue generation including the continuing use of distribution channels. On October 18, 2018, MedoveX entered into an Asset Purchase Agreement with Regenerative Medicine Solutions, LLC, Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”). On January 8, 2019, the Asset Purchase Agreement was amended and the Company acquired certain assets and assumed certain liabilities of RMS as reported in the 8-K/A filed in March of 2019. Based on the terms of the Asset Purchase Agreement and its amendment, the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. For accounting purposes, the acquisition transaction has been treated as a reverse acquisition whereby the Company is deemed to have been acquired by RMS and the historical financial statements prior to the acquisition date of January 8, 2019 now reflect the historical financial statements of RMS. RMS was incorporated in Delaware on December 26, 2012. RMS is a healthcare medical biosciences company that develops and implements advance innovative treatment options in regenerative medicine to treat an array of debilitating medical conditions. In addition, the company is the operator and manager of the various Lung Health Institute clinics. Committed to an individualized patient-centric approach, RMS consistently provides oversight and management of the highest quality care while producing positive outcomes. RMS offices are located in Tampa, Florida. The Lung Health Institute located in Tampa, Florida is a wholly owned subsidiary of RMS. RMS also provides oversight and management to the Lung Health Institutes located in Nashville, TN, Scottsdale AZ, Pittsburgh, PA, and Dallas, TX. On May 10, 2019, the Company’s board of directors authorized a change in the Company’s name to H-Cyte, Inc. The Company is in the process of taking the necessary steps to effectuate this name change. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis of presentation and Summary of Significant Accounting Policies Based on the terms of the Asset Purchase Agreement and its amendment, the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. RMS is deemed to be the acquiring company for accounting purposes and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of MedoveX are recorded as of the merger closing date at their estimated fair values. See Note 3. Further, the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity (Deficit), and the Consolidated Statements of Cash Flow do not reflect the historical financial information related to MedoveX prior to the merger. The Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity (Deficit), and the Consolidated Statements of Cash Flow only reflect the historical financial information related to RMS prior to the merger. For the Consolidated Statement of Stockholders’ Equity (Deficit), the common stock, preferred stock and additional paid in capital reflect the accounting for the stock received by the RMS members as of the merger as if it was received as of the beginning of the periods presented. For the Consolidated Statement of Stockholders’ Equity (Deficit), the schedule in the Financial Statements reflects the activity from December 31, 2018 to March 31, 2019. For the comparable period from December 31, 2017 to March 31, 2018, the only activity in the Consolidated Statement of Stockholders’ Equity (Deficit) was the loss of $897,200 for the three months ended March 31, 2018. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”) that permit reduced disclosure for interim periods. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments which included only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2019 and December 31, 2018 and the results of operations and cash flows for the three months ended March 31, 2019 and 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other interim period or for any future year. principles of consolidation Accounting principles generally accepted in the United States of America (U.S. GAAP) require that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a variable interest entity (VIE) when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. Prior to the merger of MedoveX and RMS on January 8, 2019, the consolidated results for MedoveX include the financial activities of Regenerative Medicine Solutions, LLC, LI, RMS Nashville, LLC (“Nashville”), RMS Pittsburgh, LLC (“Pittsburgh”), RMS Scottsdale, LLC (“Scottsdale”), RMS Dallas, LLC (“Dallas”), State, LLC (“State”), CHIT, RMS Lung Institute Management, LLC (“RMS LI MGMT”), and RMS Shareholder, LLC. Additionally, MedoveX has consolidated Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as VIEs. As of the merger, the consolidated results for MedoveX includes the following wholly-owned subsidiaries: Debride Inc., Blue Zone Health Management, LLC (“BZHM”) and Blue Zone Lung Tampa, LLC. Additionally, MedoveX has consolidated LI Dallas, LI Nashville, LI Pittsburgh and LI Scottsdale, as VIEs. The accompanying condensed consolidated financial statements include the accounts of the parent, its wholly-owned subsidiaries, and its variable interest entities. Goodwill And Intangibles Goodwill is recorded at fair value and not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, that the fair value is “more likely than not” less than the carrying amount or if significant changes related to the business have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The Company can elect to forgo the qualitative assessment and perform the quantitative test. If the carrying amount exceeds its fair value, “Step 1” is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. This step compares the implied fair value of goodwill with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined by assigning the fair value to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The Company has elected to perform the annual impairment assessment for goodwill in the fourth quarter. Intangibles acquired in a business combination are recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment at least annually or more frequently if indicators of impairment arise. The Company’s intangible assets are patents and related proprietary technology for the DenerveX System. LEASES In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2019-01, Codification Improvements; ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor; however, the Company does have lease agreements in which it is the lessee. Under ASC 842, lessees are required to recognize a lease liability and right-of-use (“ROU”) asset for all leases (with the exception of short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the condensed consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. At January 1, 2019, additional current lease liabilities of $475,000 and long-term lease liabilities of $713,000 with corresponding ROU assets of $1,167,000 were recognized based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. Other Receivables Other receivables totaling approximately $82,000 at March 31, 2019 include receivables from Lung Institute, LLC to Blue Zone Lung Tampa, LLC for approximately $75,000 and approximately $7,000 reimbursement receivable. The $75,000 receivable was a result of Lung Institute, LLC being a transitory entity for Blue Zone Lung Tampa, LLC while general liability insurance was being underwritten for Blue Zone Lung Tampa, LLC. The $75,000 receivable was paid to Blue Zone Lung Tampa in May 2019. Blue Zone Health Management other receivables totaling $7,000 are to be reimbursed on behalf of a study being completed by Cognitive Health Institute Tampa. Revenue Recognition The company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. We record revenue under ASC 606 at a single point in time, when control is transferred to the customer, which is consistent with past practice. The adoption of this standard did not have a material impact on the consolidated financial statements. DenerveX System The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company only records revenue when collectability is reasonably assured. Utilizing the five step method outlined in Topic 606 to determine when revenue should be recognized, the Company’s policy is to recognize revenue when product is shipped to the customer, whether that customer is a distributor or an end user, as is the case in Germany. Biomedical services The biomedical services company (RMS) manages the Lung Health Institute (LHI). The Lung Health Institute uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by LHI for consented procedures and is recorded as revenue. The company recognizes revenue when the terms of a contract with a patient are satisfied. LHI offers two types of cellular therapy treatments to their patients. The first type of treatment includes medical services rendered over typically a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. LHI also offers a four-day treatment in which medical services are rendered over typically a two-day period and then again, approximately three months later, medical services are rendered for an additional two-days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. LHI recognizes 62.5% of the transaction price during the first-round visit and 37.5% of transaction price during the second round visit. Transaction price is allocated pro-rata based on the related professional, facility and diagnostic services for each session of treatment. The Company has deferred recognition of revenue amounting to approximately $396,000 at March 31, 2019. Advertising The Company expenses all advertising costs as incurred. For the three months ended March 31, 2019 and 2018, the Company had approximately $1,118,000 and $737,000, respectively, in advertising costs. Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include deferred revenue, the deferred income tax asset and the related valuation allowance, and the fair value of its share-based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. 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 three months ended March 31, 2019. These amounts are immaterial and are included in other income or expense for the three months ended March 31, 2019. Because of the immaterial effect noted above, the Company did not present a separate statement of other comprehensive income. 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 Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition | Note 3 – Business Acquisition On January 8, 2019, MedoveX Corporation completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of RMS. Pursuant to the terms of the Asset Purchase Agreement, MedoveX issued to the shareholders of RMS 33,661 shares plus 6,111 additional exchange shares (based on closing the sale of $2 million of new securities) for a total of 39,772 shares of Series C Preferred Stock where each share of Series C Preferred stock will, at the date of closing, automatically convert into 1,000 shares of Common Stock and represent approximately fifty-five percent (55%) of the outstanding voting shares of the Company. Under the terms of the Asset Purchase Agreement, subsequent to the closing, the Company issued additional “Exchange Shares” to the shareholders of RMS to maintain the 55% ownership and not be diluted by the sale of convertible securities (“New Shares Sold”) until MedoveX raised an additional $5.65 million via the issuance of new securities. On the date of closing the company issued 6,111 additional Exchange Shares to RMS Shareholders as a result of the issuance of additional securities, which are included in the 39,772 shares above. Subsequent to the closing of the purchase transaction all additional Exchange Shares representing contingent consideration have been issued to the shareholders of RMS for a total of 17,264 additional Series C Preferred Stock which automatically converted to 1,000 shares of Common Stock. Because RMS shareholders own approximately 55% of the voting stock of MedoveX after the transaction, RMS is deemed to be the acquiring company for accounting purposes (the “Acquirer”) and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of MedoveX (the “Acquiree”) are recorded as of the merger closing date at their estimated fair values. Under the terms of the business combination with RMS, MedoveX purchased certain assets and assumed certain liabilities of RMS. The assets of RMS reported on the MedoveX balance sheet as of December 31, 2018 that were excluded in the January 8, 2019 transaction were cash of approximately $70,000. The liabilities of RMS reflected on the MedoveX balance sheet as of December 31, 2018 but not assumed in the transaction included the following: convertible debt to a related party of approximately $4.3 million, interest payable of approximately $158,000, accounts payable of approximately $224,000 and other current liabilities of approximately $285,000. Additionally, there were certain on-going litigation matters that were not assumed as part of the January 9, 2019 reverse merger transaction. Preliminary Purchase Price Allocation The purchase price for the acquisition of the Acquiree has been allocated to the assets acquired and liabilities assumed based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the allocation reflected as of March 31, 2019 presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows: Common shares issued and outstanding 24,717,271 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,771 Closing price per share of MDVX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of Outstanding Warrants and Options 2,220,000 Cash consideration to RMS (350,000 ) 12,681,908 Contingent consideration to RMS shareholders - Common shares (6,215,000 ) Total consideration $ 6,466,908 Just prior to the transaction, MedoveX had 24.5 million shares of common stock outstanding at a market capitalization of $9.8 million. The estimated fair value of the net assets of MedoveX was $8.4 million as of January 8, 2019. Measuring the fair value of the net assets to be received by RMS was readily determinable based upon the underlying nature of the net assets. The fair value of the MedoveX common stock is above the fair value of its net assets. The MedoveX net asset value is primarily comprised of definite-lived Intangibles (preliminarily estimated at $3.7 million) as of the closing and the RMS interest in the merger is significantly related to obtaining access to the public market. Therefore, the fair value of the MedoveX stock price and market capitalization as of the closing date is considered to be the best indicator of the fair value and, therefore, the estimated purchase price consideration. Contingent consideration was recorded as a reduction to consideration paid, in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The Company calculated the fair value of the contingent consideration assets by assessing the likelihood of issuing stock to the accounting acquirer based upon a contingent capital raise clause. For contingent consideration to be settled in common stock, the Company uses public market data to determine the fair value of the shares as of the acquisition date and on an ongoing basis. During the three months ended March 31, 2019 the Company issued 17.3 million shares of common stock representing total consideration of $6.2 million, net of a 10% marketability discount as the shares were not readily available to trade. The calculation of contingent consideration transferred during the period is as follows: Total new shares issued by MedoveX 14,125,000 MedoveX ownership % 45 % 31,388,889 RMS ownership % 55 % Total additional Exchange Shares 17,263,889 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 Total contingent consideration $ 6,905,556 Discount for lack of marketability – (10%) $ (690,556 ) Net Contingent Consideration $ 6,215,000 The Acquisition was accounted for as a reverse merger under the acquisition method of accounting in accordance with ASC 805. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable, net 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 5,133,724 Total assets acquired $ 8,867,523 Accounts payable and other accrued liabilities 1,645,399 Interest-bearing liabilities and other 755,216 Net assets acquired $ 6,466,908 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and allocation of consideration to the identifiable intangible assets acquired. This preliminary purchase price allocation has been reflected in the March 31, 2019 balance sheet and statement of operations for the three months ended March 31, 2019. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as trade names, technology and customer relationships as well as goodwill and (3) other changes to assets and liabilities. Intangible assets will be recorded as definite-lived assets and amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. Goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. Total interest bearing and other liabilities assumed are as follows: Notes payable $ 99,017 Convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other $ 755,216 Notes payable relate to promissory notes assumed by Aquiree in a 2015 acquisition, which acquisition was later divested in 2016, with the assumed promissory notes being retained by Aquiree. 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 $99,000 plus accrued interest of approximately $3,000 at January 8, 2019. Convertible notes payable represents a securities purchase agreement with select accredited investors, whereby the Acquiree 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, and if one is determined to exist the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt. The down round feature embedded in the conversion option was triggered on January 8, 2019, as such, the Company recognized the down round as a deemed dividend of approximately $437,000 which reduced the income available to common stockholders. In the offering, the Acquiree 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 Acquiree 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. At acquisition date, the value of the notes was approximately $598,000. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable 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. Trade accounts receivable are stated net of an estimate made for doubtful accounts. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At March 31, 2019, management believes no allowance is necessary. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 - Inventory Inventory consists 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 were acquired in the merger transaction from the MedoveX business and therefore there were no inventories prior to January 8, 2019. Inventory consisted of the following items as of March 31, 2019, and December 31, 2018: March 31, 2019 December 31, 2018 DenerveX device $ 3,014 $ — Pro-40 generator 126,250 — Total $ 129,264 $ — |
Right-of-use Asset And Lease Li
Right-of-use Asset And Lease Liability | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Right-of-use Asset And Lease Liability | Note 6 – Right-of-use Asset And Lease Liability In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company implemented the new standard effective January 1, 2019. On adoption, additional current liabilities of approximately $475,000 and long-term liabilities of approximately $713,000 with corresponding right-of-use assets of approximately $1,167,000 were recognized, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The balance sheet at March 31, 2019 reflects current lease liabilities of approximately $484,000 and long-term liabilities of $630,000, with corresponding ROU assets of $1,092,000. The Company leases corporate office space in Tampa, FL and Atlanta, GA. The Company also leases medical clinic space in Tampa, FL, Nashville, TN, Scottsdale, AZ, Pittsburgh, PA, and Dallas, TX. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. As of March 31, 2019, maturities of lease liabilities are as follows: Remainder of 2019 $ 358,000 2020 454,000 2021 139,000 2022 94,000 2023 68,000 $ 1,114,000 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 - Property and Equipment Property and equipment, net, consists of the following: Useful Life March 31, 2019 December 31, 2018 Furniture and fixtures 5-7 years $ 202,142 $ 149,285 Computers, medical equipment and software 3-7 years 294,935 278,434 Leasehold improvements 15 years 154,129 154,129 651,206 581,648 Less accumulated depreciation and amortization (376,387 ) (314,973 ) Total $ 274,820 $ 266,875 Depreciation expense amounted to approximately $27,000 and $24,000, respectively, for the three months ended March 31, 2019 and 2018. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8 - Goodwill And Intangible Assets Goodwill The Company performs a goodwill impairment analysis at least annually (in the fourth quarter of each year) unless indicators of impairment exist in interim periods. The assumptions used in the analysis are based on the Company’s internal budget. The Company projected revenue, operating margins and cash flows for a period of five years, and applied a perpetual long-term growth rate thereafter. These assumptions are reviewed annually as part of management’s budgeting and strategic planning cycles. These estimates may differ from actual results. The values assigned to each of the key assumptions reflect management’s past experience as their assessment of future trends, and are consistent with external/internal sources of information. As of March 31, 2019, no indicators of impairment existed. Intangible Assets The following table presents the changes in intangible assets during the period: Balance at December 31, 2018 $ — Acquisition during the period 3,680,000 Balance at March 31, 2019 3,680,000 Amortization during the three months ended March 31, 2019 (184,000 ) Intangible assets, net $ 3,496,000 The following is a schedule of expected future amortization of intangible assets as of March 31, 2019: Amount Remainder of 2019 $ 552,000 2020 736,000 2021 736,000 2022 736,000 2023 736,000 Total $ 3,496,000 |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity Transactions | Note 9 - Equity Transactions For the Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) as of December 31, 2019, the common stock, preferred stock and additional paid in capital reflect the accounting for the stock received by the RMS members as of the merger as if it was received as of the beginning of the periods presented and the historical accumulated deficit of RMS. As of the acquisition closing, before the contingent additional exchange shares impact from the sale of new securities), the stock received by RMS was 33,661 Series C Preferred Stock, converted immediately into approximately 33,661,000 shares of common stock, with common stock par value of approximately $33,700 and additional paid-in capital of approximately $3,566,000. The historical accumulated deficit of RMS as of the closing was approximately $9,293,000. Common Stock Issuance On January 8, 2019, 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. The promissory note was converted into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation. 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. As reported on Form 8-K filings on January 25, 2019, February 8, 2019, March 15, 2019 and April 5, 2019, the Company entered into other SPA’s with additional purchasers, which brought the aggregate amount of capital raised in all these offerings to $7,200,000, as of that latest date. On February 28, 2019, the Company’s board authorized the increase limit to the offering to $8 million dollars and with the same terms extended the termination date of the offering to April 30, 2019. As a result of the sales of new securities of at least $5.65 million, total additional Exchange shares of approximately 17,264 Series C Preferred Stock were issued and automatically converted to 17,263,889 shares of Common Stock. All the Convertible Notes from the SPA as well as the shares of Series C Preferred Stock issued to RMS members were automatically converted into shares of Common Stock. The foregoing description of the, SPA, Convertible Note, and Warrant is qualified in its entirety by reference to the respective agreements. In March 2019, the Company issued an aggregate of 130,085 shares of common stock at $0.40 per share shares for consulting fees in an amount equivalent to $52,034. 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. On January 8, 2019, the Company completed the issuance of convertible debt in the SPA transaction with a conversion price of $0.40 As a result, accordingly the exercise price on all of the warrants issued with the Series B Shares were adjusted downward to 90% of that conversion price or $0.36. In conjunction with the downward adjustment, the Company recorded a deemed dividend of approximately $117,000 representing the difference in the fair value of the warrants immediately before and after the adjustment to the exercise price. The Company recognized a beneficial conversion feature related to the Series B Shares of approximately $33,000, which was credited to additional paid-in capital, and reduced the income available to common shareholders. Because the Series B Shares can immediately be converted by the holder, the beneficial conversion feature was immediately accreted and recognized as a deemed dividend to the preferred shareholders. Series B preferred Stock Conversions During the three months ended March 31, 2019, 9,250 Series B Preferred Stock with a par value of $.001 were assumed with the merger transaction and an aggregate of 2,050 shares of Series B Preferred Stock, and accrued dividends, were subsequently converted into an aggregate of 512,500 shares of authorized common stock, par value $0.001 per share. Debt Conversion Convertible Notes The $750,000 convertible notes payable assumed in the acquisition transaction, had a fair value of approximately $598,000 on the acquisition date. Subsequently, on February 6, 2019, $100,000 of the outstanding convertible notes was converted into an aggregate of 250,000 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.40 per share, which was the conversion price per the SPA. In connection with the Asset Purchase Agreement (“APA”) and APA Amendment, on January 8, 2019, Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by the Company pursuant to the same terms of the SPA entered into by other investors to consummate the acquisition in January 8, 2019. The promissory note was converted into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation. Stock-Based Compensation Plan 2013 Stock Option Incentive Plan We utilize the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that our stock-based compensation awards are expected to be outstanding. For the three months ended March 31, 2019, the Company recognized approximately $89,000 as compensation expense with respect to vested stock options. No compensation expense was recorded prior to the merger transaction. Since these stock options were assumed on January 8, 2019 as part of the RMS reverse merger transaction, there were no historical costs related to this prior to January 8, 2019. Stock Option Activity As of March 31, 2019, there were 31,139 shares of unvested stock options. Unrecognized compensation cost amounts to approximately $17,800 as of March 31, 2019 and will be recognized as an expense on a straight-line basis over a remaining weighted average service period of 0.87 years. The following is a summary of stock option activity for the three months ending March 31, 2019: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — $ — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.99 Other activity since January 8, 2019: Granted 250,000 $ 0.40 — Cancelled (80,725 ) $ 1.52 — Outstanding at March 31, 2019 726,557 $ 1.95 7.74 Exercisable at March 31, 2019 695,418 $ 1.96 7.74 |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 10 – Commitments & Contingencies Consulting Agreements The Company has an 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, which expired March 31, 2019. The Company is in the process of negotiating a new contract with Mr. Crowne. The Company incurred $39,999, for the three months ended March 31, 2019 related to this consulting agreement. Since this agreement was assumed January 8, 2019 as part of the RMS reverse merger transaction, there were no historical costs related to this prior to January 8, 2019. The Company entered into a consulting agreement with LilyCon Investments, LLC effective February 1, 2019 and shall continue for a period of twelve (12) months in the amount of $12,500 per month with a $15,000 signing bonus which was paid in full during the quarter ending March 31, 2019. The agreement also provides LilyCon Investments with $35,000 in stock (calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted upon completion of the consulting services first year. Either party may terminate this agreement with without cause upon (30) days written notice. Through March 31, 2019, the Company has expensed a total of $40,000 in compensation to LilyCon Investments. The Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee, in which Mr. Monteleone received $10,000 per month for advisory services and $5,000 per quarter as Audit Committee Chair. This arrangement has no specified termination date. Through March 31, 2019, the Company has expensed $35,000 in compensation to Mr. Monteleone. The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC (Jimmy St. Louis, former CEO of RMS) in January 2019 in the amount of $10,000 per month for advisory services. This arrangement has no specified termination date. Through March 31, 2019, the Company has expensed $27,000 in consulting fees to St. Louis Family Office. 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 pays a fixed monthly fee of €6,900 (approximately $7,900) 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. Total expenses paid for the distribution center and logistics agreement was approximately $22,500 for the three months ended March 31, 2019. Since this agreement was assumed January 8, 2019 as part of the RMS reverse merger transaction, there were no historical costs related to this prior to January 8, 2019. Patent Assignment and Contribution Agreements The terms of a Contribution and Royalty Agreement dated January 31, 2013 with Dr. Scott Haufe, M.D was assumed in the merger transaction as of January 8, 2019. 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 $1,100, in royalty expense under the Contribution and Royalty agreement for the three months ended March 31, 2019, all of which was included in accounts payable at March 31, 2019. Since this agreement was assumed January 8, 2019 as part of the RMS reverse merger transaction, there were no historical costs related to this prior to January 8, 2019. |
Short Term Liabilities
Short Term Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Short Term Liabilities | Note 11 – Short Term Liabilities Notes Payable Short-term notes payable relates to financing arrangements for Directors and Officers and general liability insurance premiums that were financed at various points throughout 2018 and first quarter 2019 and two promissory notes assumed in the merger transaction. These insurance financing arrangements require aggregate monthly payments of approximately $ 17,000, reflect interest rates ranging from 7% to 11.5% and are to be paid in full by January 16, 2020 and had balances of approximately $145,000 at March 31, 2019 and $31,000 at December 31, 2018. Interest expense related to these insurance financing arrangements was approximately $900 and $0 for the three months ended March 31, 2019 and 2018, respectively. Payments on both of the promissory notes assumed 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 $99,000 at date of merger transaction and approximately $99,000 at March 31, 2019. No scheduled payments have been made on these notes since the scheduled payment for January, 2018. The Company incurred interest expense related to the promissory notes for the three months ended March 31, 2019 and 2018 in the amount of approximately $400 and $0, respectively, as these notes were assumed on January 8, 2019. The Company’s interest expense of approximately $29,000 for the three months ended March 31, 2018 was related to convertible debt not assumed in the RMS acquisition as of January 8, 2019. Convertible Notes The Convertible notes payable represents a securities purchase agreement with select accredited investors, which were assumed in the merger transaction. The debt consisted of $750,000 in units at a purchase price of $50,000 per unit were assumed. 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 were initially 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. 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 three month period ending March 31, 2019 was approximately $63,600. The Company recognized approximately $21,500 in unpaid accrued interest expense related to the notes as of March 31, 2019. The convertible notes sold in the offering were initially convertible into an aggregate of 1,875,000 shares of common stock. The down round feature was triggered on January 8, 2019, and the conversion price of the convertible debt were adjusted to $0.36 The Company recognized the down round as a deemed dividend of approximately $288,000 which reduced the income available to common stockholders. On February 6, 2019, $100,000 of the Company’s $750,000 outstanding convertible notes was converted into an aggregate of 277,778 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.36 per share, which was the conversion price per the SPA subsequent to the trigger of the down round feature. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock Warrants | Note 12 – 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 for the three months ended March 31, 2019 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 2.6 Issued 17,500,000 $ 0.75 2.84 Outstanding and exercisable at March 31, 2019 29,608,743 $ 1.00 (1)(2) 2.63 The fair value of all warrants issued are determined by using the Black-Scholes 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 valuation technique to value each of the warrants issued at March 31, 2019 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 1/8/2019 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08 Private placement 1/18/2019 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07 Private placement 1/25/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72 Private placement 1/31/2019 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47 Private placement 2/7/2019 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23 Private placement 2/22/2019 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34 Private placement 3/1/2019 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42 Private placement 3/8/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53 Private placement 3/11/2019 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62 Private placement 3/26/2019 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12 Private placement 3/28/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79 Private placement 3/29/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79 (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, while 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 | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 - Income Taxes From inception to March 31, 2019, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully reserved as of March 31, 2019 and December 31, 2018, since it is currently more likely than not that the benefit will not be realized in future periods. As a result of the acquisition, the Company is required to file federal income tax returns and state income tax returns in the states of Arizona, Florida, Georgia, Minnesota, Pennsylvania, Tennessee, and Texas. There are no uncertain tax positions at March 31, 2019 or December 31, 2018. The Company has not undergone any tax examinations since inception. |
Net Income (Loss) Per Shares
Net Income (Loss) Per Shares | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Shares | Note 14 - Net Income (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 antidilutive due to the Company’s net losses. For the periods presented, there is no difference between the basic and diluted net loss per share: 30,108,743 warrants and 726,557 common stock options outstanding were considered anti-dilutive and excluded for the period ended March 31, 2019. For the three-month period ended March 31, 2018, there were no dilutive securities as the accounting acquirer did not historically have stock compensation programs. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management's Plans | Note 15 - Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $3,694,000 and $897,000 for the three months ended March 31, 2019 and 2018, respectively. The RMS products and services division will incur losses until sufficient revenue volume and geographical coverage is attained utilizing the infusion of capital resources to expand marketing and sales initiatives. The MedoveX operations will continue to incur losses until the plan for the DenerveX System commercialization is determined and executed (see Note 16). Our independent registered public accounting firm has included an explanatory paragraph with respect to our ability to continue as a going concern in its report on our consolidated financial statements for the year ended December 31, 2018. The presence of the going concern explanatory paragraph suggests that the Company may not have sufficient liquidity or minimum cash levels to operate the business. Since our inception, the Company has incurred losses and anticipates that the Company will continue to incur losses until our products can generate enough revenue to offset our operating expenses. The Company through April 2019 has raised $7,000,000 (excluding $200,000 of debt conversions) year to date in additional cash to sustain the Company. Cash as of March 31, 2019 was approximately $2,592,000. The present level of cash is insufficient to satisfy our current operating requirements. The Company is finalizing a plan to seek additional sources of funds from the sale of equity or debt securities or through a credit facility. There can be no assurances that the Company will be able to obtain additional financing on commercially reasonable terms, if at all. If the Company is required to curtail operations, there would be substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments to the carrying value of 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 | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events On April 4, 2019, the final funding from the subscription receivable of $200,000 was received and the offering ended as planned on April 30, 2019. In April, the Company determined that their contract manufacturer was not able to meet the quality and quantity requirements for producing the DenerveX product. As a result, the manufacture of the DenerveX product has been temporarily suspended while the Company sources alternative manufacturing options. Additionally, in the Company’s review and evaluation of its current distribution channels, the Company has determined that many of these channels were not cost effective. As a result of the above evaluations, certain European distributor agreements were terminated and all other representatives have been notified that the Company is temporarily suspending the manufacture and sale of the DenerveX product while the Company sources alternative manufacturing and distributor options as well as considers other product monetizing strategies. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | principles of consolidation Accounting principles generally accepted in the United States of America (U.S. GAAP) require that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a variable interest entity (VIE) when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. Prior to the merger of MedoveX and RMS on January 8, 2019, the consolidated results for MedoveX include the financial activities of Regenerative Medicine Solutions, LLC, LI, RMS Nashville, LLC (“Nashville”), RMS Pittsburgh, LLC (“Pittsburgh”), RMS Scottsdale, LLC (“Scottsdale”), RMS Dallas, LLC (“Dallas”), State, LLC (“State”), CHIT, RMS Lung Institute Management, LLC (“RMS LI MGMT”), and RMS Shareholder, LLC. Additionally, MedoveX has consolidated Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as VIEs. As of the merger, the consolidated results for MedoveX includes the following wholly-owned subsidiaries: Debride Inc., Blue Zone Health Management, LLC (“BZHM”) and Blue Zone Lung Tampa, LLC. Additionally, MedoveX has consolidated LI Dallas, LI Nashville, LI Pittsburgh and LI Scottsdale, as VIEs. The accompanying condensed consolidated financial statements include the accounts of the parent, its wholly-owned subsidiaries, and its variable interest entities. |
Goodwill and Intangibles | Goodwill And Intangibles Goodwill is recorded at fair value and not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, that the fair value is “more likely than not” less than the carrying amount or if significant changes related to the business have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The Company can elect to forgo the qualitative assessment and perform the quantitative test. If the carrying amount exceeds its fair value, “Step 1” is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. This step compares the implied fair value of goodwill with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined by assigning the fair value to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The Company has elected to perform the annual impairment assessment for goodwill in the fourth quarter. Intangibles acquired in a business combination are recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment at least annually or more frequently if indicators of impairment arise. The Company’s intangible assets are patents and related proprietary technology for the DenerveX System. |
Lease | LEASES In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2019-01, Codification Improvements; ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor; however, the Company does have lease agreements in which it is the lessee. Under ASC 842, lessees are required to recognize a lease liability and right-of-use (“ROU”) asset for all leases (with the exception of short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the condensed consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. At January 1, 2019, additional current lease liabilities of $475,000 and long-term lease liabilities of $713,000 with corresponding ROU assets of $1,167,000 were recognized based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. |
Other Receivables | Other Receivables Other receivables totaling approximately $82,000 at March 31, 2019 include receivables from Lung Institute, LLC to Blue Zone Lung Tampa, LLC for approximately $75,000 and approximately $7,000 reimbursement receivable. The $75,000 receivable was a result of Lung Institute, LLC being a transitory entity for Blue Zone Lung Tampa, LLC while general liability insurance was being underwritten for Blue Zone Lung Tampa, LLC. The $75,000 receivable was paid to Blue Zone Lung Tampa in May 2019. Blue Zone Health Management other receivables totaling $7,000 are to be reimbursed on behalf of a study being completed by Cognitive Health Institute Tampa. |
Revenue Recognition | Revenue Recognition The company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. We record revenue under ASC 606 at a single point in time, when control is transferred to the customer, which is consistent with past practice. The adoption of this standard did not have a material impact on the consolidated financial statements. DenerveX System The Company sells the DenerveX System through a combination of direct sales and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company only records revenue when collectability is reasonably assured. Utilizing the five step method outlined in Topic 606 to determine when revenue should be recognized, the Company’s policy is to recognize revenue when product is shipped to the customer, whether that customer is a distributor or an end user, as is the case in Germany. Biomedical services The biomedical services company (RMS) manages the Lung Health Institute (LHI). The Lung Health Institute uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by LHI for consented procedures and is recorded as revenue. The company recognizes revenue when the terms of a contract with a patient are satisfied. LHI offers two types of cellular therapy treatments to their patients. The first type of treatment includes medical services rendered over typically a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. LHI also offers a four-day treatment in which medical services are rendered over typically a two-day period and then again, approximately three months later, medical services are rendered for an additional two-days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. LHI recognizes 62.5% of the transaction price during the first-round visit and 37.5% of transaction price during the second round visit. Transaction price is allocated pro-rata based on the related professional, facility and diagnostic services for each session of treatment. The Company has deferred recognition of revenue amounting to approximately $396,000 at March 31, 2019. |
Advertising | Advertising The Company expenses all advertising costs as incurred. For the three months ended March 31, 2019 and 2018, the Company had approximately $1,118,000 and $737,000, respectively, in advertising costs. |
Use of Estimates | Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include deferred revenue, the deferred income tax asset and the related valuation allowance, and the fair value of its share-based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. |
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 three months ended March 31, 2019. These amounts are immaterial and are included in other income or expense for the three months ended March 31, 2019. Because of the immaterial effect noted above, the Company did not present a separate statement of other comprehensive income. |
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 |
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. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred is as follows: Common shares issued and outstanding 24,717,271 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,771 Closing price per share of MDVX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of Outstanding Warrants and Options 2,220,000 Cash consideration to RMS (350,000 ) 12,681,908 Contingent consideration to RMS shareholders - Common shares (6,215,000 ) Total consideration $ 6,466,908 |
Schedule of Calculation of Contingent Consideration Transferred | The calculation of contingent consideration transferred during the period is as follows: Total new shares issued by MedoveX 14,125,000 MedoveX ownership % 45 % 31,388,889 RMS ownership % 55 Total additional Exchange Shares 17,263,889 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 Total contingent consideration $ 6,905,556 Discount for lack of marketability – (10%) $ (690,556 ) Net Contingent Consideration $ 6,215,000 |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable, net 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 5,133,724 Total assets acquired $ 8,867,523 Accounts payable and other accrued liabilities 1,645,399 Interest-bearing liabilities and other 755,216 Net assets acquired $ 6,466,908 |
Schedule of Interest Bearing and Other Liabilities Assumed | Total interest bearing and other liabilities assumed are as follows: Notes payable $ 99,017 Convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other $ 755,216 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following items as of March 31, 2019, and December 31, 2018: March 31, 2019 December 31, 2018 DenerveX device $ 3,014 $ — Pro-40 generator 126,250 — Total $ 129,264 $ — |
Right-of-use Asset And Lease _2
Right-of-use Asset And Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | As of March 31, 2019, maturities of lease liabilities are as follows: Remainder of 2019 $ 358,000 2020 454,000 2021 139,000 2022 94,000 2023 68,000 $ 1,114,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Useful Life March 31, 2019 December 31, 2018 Furniture and fixtures 5-7 years $ 202,142 $ 149,285 Computers, medical equipment and software 3-7 years 294,935 278,434 Leasehold improvements 15 years 154,129 154,129 651,206 581,648 Less accumulated depreciation and amortization (376,387 ) (314,973 ) Total $ 274,820 $ 266,875 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table presents the changes in intangible assets during the period: Balance at December 31, 2018 $ — Acquisition during the period 3,680,000 Balance at March 31, 2019 3,680,000 Amortization during the three months ended March 31, 2019 (184,000 ) Intangible assets, net $ 3,496,000 |
Schedule of Future Amortization of Intangible Assets | The following is a schedule of expected future amortization of intangible assets as of March 31, 2019: Amount Remainder of 2019 $ 552,000 2020 736,000 2021 736,000 2022 736,000 2023 736,000 Total $ 3,496,000 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Share-based Compensation Activity | The following is a summary of stock option activity for the three months ending March 31, 2019: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — $ — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.99 Other activity since January 8, 2019: Granted 250,000 $ 0.40 — Cancelled (80,725 ) $ 1.52 — Outstanding at March 31, 2019 726,557 $ 1.95 7.74 Exercisable at March 31, 2019 695,418 $ 1.96 7.74 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2019 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 2.6 Issued 17,500,000 $ 0.75 2.84 Outstanding and exercisable at March 31, 2019 29,608,743 $ 1.00 (1)(2) 2.63 (1) (2) |
Schedule of Assumptions for Warrants | The inputs used in the Black-Scholes valuation technique to value each of the warrants issued at March 31, 2019 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 1/8/2019 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08 Private placement 1/18/2019 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07 Private placement 1/25/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72 Private placement 1/31/2019 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47 Private placement 2/7/2019 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23 Private placement 2/22/2019 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34 Private placement 3/1/2019 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42 Private placement 3/8/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53 Private placement 3/11/2019 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62 Private placement 3/26/2019 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12 Private placement 3/28/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79 Private placement 3/29/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79 |
Description of the Company (Det
Description of the Company (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
State of incorporation | Nevada |
Date of incorporation | Jul. 30, 2013 |
Debride Inc. [Member] | |
State of incorporation | Florida |
Date of incorporation | Oct. 1, 2012 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | |
Net Loss | $ 3,694,816 | $ 897,200 | ||
Current lease liabilities | 484,087 | $ 475,000 | ||
Long-term lease liabilities | 629,559 | 713,000 | ||
ROU assets | 1,092,102 | $ 1,167,000 | ||
Other receivables | 81,648 | 5,144 | ||
Deferred revenue recognition | 395,814 | $ 322,264 | ||
Advertising costs | 1,118,000 | $ 737,000 | ||
Lung Institute, LLC [Member] | ||||
Other receivables | 75,000 | |||
Reimbursement receivable | $ 7,000 | |||
Lung Institute, LLC [Member] | First-round Visit [Member] | ||||
Revenue recognition percentage | 62.50% | |||
Lung Institute, LLC [Member] | Second Round Visit [Member] | ||||
Revenue recognition percentage | 37.50% |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Feb. 06, 2019 | Jan. 08, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 07, 2019 | Dec. 31, 2018 |
Number of shares issued for acquisition | 31,388,889 | |||||
Number of shares issued for acquisition, value | $ 6,466,908 | |||||
Percentage of voting interest acquired | 55.00% | |||||
Proceeds from new issuance | 4,217,946 | |||||
Number of additional exchange shares issued | 17,263,889 | |||||
Interest payable | 123,070 | $ 158,371 | ||||
Accounts payable | 941,303 | 851,604 | ||||
Other current liabilities | $ 227,752 | $ 463,025 | ||||
Common stock, shares outstanding | 94,036,746 | 24,500,000 | 33,681,388 | |||
Market capitalization | $ 9,800,000 | |||||
Fair value of net assets | $ 8,400,000 | |||||
Definite-lived Intangibles value | 3,700,000 | |||||
Number of common stock issued for consideration | 17,300,000 | |||||
Number of common stock issued for consideration, value | 6,215,000 | $ 6,200,000 | ||||
Marketability discount | 10.00% | |||||
Accrued interest | $ 123,070 | $ 158,371 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Debt converted into shares | 250,000 | |||||
Proceeds from notes | $ 1,459,510 | |||||
Proceeds from warrants | 2,565,638 | |||||
Promissory Note [Member] | ||||||
Interest payable | 3,000 | |||||
Aggregate monthly installments amount | $ 5,700 | |||||
Debt interest rate | 5.00% | |||||
Debt maturity date | Aug. 1, 2019 | |||||
Notes payable, outstanding balance amount | 99,000 | |||||
Accrued interest | $ 3,000 | |||||
Convertible Notes Payable [Member] | ||||||
Conversion price per share | $ 0.36 | |||||
Deemed dividend | $ 288,000 | |||||
Debt converted into shares | 1,875,000 | |||||
Series C Preferred Stock [Member] | ||||||
Number of additional exchange shares issued | 17,264 | |||||
RMS [Member] | ||||||
Common stock, par value | $ 33,700 | |||||
RMS [Member] | Series C Preferred Stock [Member] | ||||||
Number of shares issued for acquisition | 33,661 | |||||
Asset Purchase Agreement [Member] | RMS [Member] | ||||||
Number of shares issued for acquisition | 33,661 | |||||
Number of addional shares issued | 6,111 | |||||
Number of shares issued for acquisition, value | $ 2,000,000 | |||||
Number of shares converted | 1,000 | |||||
Percentage of voting interest acquired | 55.00% | |||||
Proceeds from new issuance | $ 5,650,000 | |||||
Number of additional exchange shares issued | 17,264 | |||||
Cash excluded from purchase transaction | $ 70,000 | |||||
Convertible debt to a related party | 430,000 | |||||
Interest payable | 158,000 | |||||
Accounts payable | 224,000 | |||||
Other current liabilities | 285,000 | |||||
Accrued interest | $ 158,000 | |||||
Asset Purchase Agreement [Member] | RMS [Member] | Series C Preferred Stock [Member] | ||||||
Number of shares issued for acquisition | 39,772 | |||||
Securities Purchase Agreement [Member] | ||||||
Conversion price per share | $ 0.40 | |||||
Deemed dividend | $ 437,000 | |||||
Number of unites issued | 50,000 | |||||
Debt principal amount | $ 750,000 | |||||
Warrants to purchase common stock | 1,875,000 | |||||
Proceeds from notes | $ 505,424 | |||||
Proceeds from warrants | $ 244,576 | |||||
Fair value of notes payable | $ 598,000 | |||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||
Number of unites issued | 15 | |||||
Proceeds from sale of convertible note and equity | $ 750,000 | |||||
Debt converted into shares | 1,875,000 | |||||
Proceeds from notes | $ 505,000 | |||||
Proceeds from warrants | 245,000 | |||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||||
Proceeds from sale of units | $ 1,000,000 | |||||
Purchase price per unit | $ 50,000 | |||||
Debt conversion description | 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. | |||||
Common stock, par value | $ 0.001 | |||||
Conversion price per share | $ 0.40 | |||||
Warrants term | 3 years | |||||
Warrant, exercise price | $ 0.75 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Fair Value of Consideration Transferred (Details) - USD ($) | Jan. 08, 2019 | Mar. 31, 2019 |
Business Combinations [Abstract] | ||
Common shares issued and outstanding | 24,717,271 | |
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock | 2,312,500 | |
Total Common shares | 27,029,771 | |
Closing price per share of MDVX Common stock on January 8, 2019 | $ 0.40 | |
Value of common shares | $ 10,811,908 | |
Fair value of Outstanding Warrants and Options | 2,220,000 | |
Cash consideration to RMS | (350,000) | |
Gross consideration | 12,681,908 | |
Contingent consideration to RMS shareholders - Common shares | 6,215,000 | $ 6,200,000 |
Total consideration | $ 6,466,908 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Calculation of Contingent Consideration Transferred (Details) - USD ($) | Jan. 08, 2019 | Mar. 31, 2019 |
Business Combinations [Abstract] | ||
Total new shares issued by MedoveX | 14,125,000 | |
MedoveX ownership % | 45.00% | |
Number of shares acquired | 31,388,889 | |
RMS ownership % | 55.00% | |
Total additional Exchange Shares | 17,263,889 | |
Closing price per share of MedoveX Common stock on January 8, 2019 | $ 0.40 | |
Total contingent consideration | $ 6,905,556 | |
Discount for lack of marketability - (10%) | (690,556) | |
Net Contingent Consideration | $ (6,215,000) | $ (6,200,000) |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2019 | Jan. 08, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | |||
Cash | $ (302,710) | ||
Accounts receivable, net | 145,757 | ||
Inventory | 131,455 | ||
Prepaid expenses | 46,153 | ||
Property and equipment | 30,393 | ||
Other | 2,751 | ||
Intangibles | 3,680,000 | ||
Goodwill | $ 5,133,724 | 5,133,724 | |
Total assets acquired | 8,867,523 | ||
Accounts payable and other accrued liabilities | 1,645,399 | ||
Interest-bearing liabilities and other | 755,216 | ||
Net assets acquired | $ 6,466,908 |
Business Acquisition - Schedu_4
Business Acquisition - Schedule of Interest Bearing and Other Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Total interest-bearing and other | $ 755,216 |
Notes Payable [Member] | |
Total interest-bearing and other | 99,017 |
Convertible Notes Payable [Member] | |
Total interest-bearing and other | 598,119 |
Dividend Payable [Member] | |
Total interest-bearing and other | 57,813 |
Deferred Rent [Member] | |
Total interest-bearing and other | $ 267 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory | $ 129,264 | |
Denervex Device [Member] | ||
Inventory | 3,014 | 5,205 |
Pro-40 Generator [Member] | ||
Inventory | $ 126,250 | $ 126,250 |
Right-of-use Asset And Lease _3
Right-of-use Asset And Lease Liability (Details Narrative) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Current lease liabilities | $ 484,087 | $ 475,000 | |
Long-term lease liabilities | 629,559 | 713,000 | |
ROU assets | $ 1,092,102 | $ 1,167,000 |
Right-of-use Asset And Lease _4
Right-of-use Asset And Lease Liability - Schedule of Maturities of Lease Liabilities (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 358,000 |
2020 | 454,000 |
2021 | 139,000 |
2022 | 94,000 |
2023 | 68,000 |
Total | $ 1,114,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 27,000 | $ 24,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Property and equipment | $ 651,206 | $ 581,648 |
Less accumulated depreciation | (376,387) | (314,973) |
Property and Equipment, net | 274,820 | 266,875 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 202,142 | 149,285 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Useful Life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Computers, Medical Equipment and Software [Member] | ||
Property and equipment | $ 294,935 | 278,434 |
Computers, Medical Equipment and Software [Member] | Minimum [Member] | ||
Useful Life | 3 years | |
Computers, Medical Equipment and Software [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Property and equipment | $ 154,129 | $ 154,129 |
Useful Life | 15 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Beginning balance | ||
Acquisition during the period | 3,680,000 | |
Intangible Assets, Ending balance | 3,680,000 | |
Amortization during the three months ended March 31, 2019 | (184,000) | |
Intangible assets, net | $ 3,496,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 552,000 | |
2020 | 736,000 | |
2021 | 736,000 | |
2022 | 736,000 | |
2023 | 736,000 | |
Total | $ 3,496,000 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Feb. 28, 2019 | Feb. 06, 2019 | Jan. 08, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 28, 2018 | Aug. 08, 2018 |
Number of shares issued for acquisition | 31,388,889 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Additional paid-in capital | $ 17,610,529 | $ 3,566,339 | |||||
Accumulated deficit | (8,183,420) | $ (9,292,818) | |||||
Cancellation of debt | $ 100,000 | ||||||
Debt instrument converted value | $ 100,000 | 125,937 | |||||
Debt converted into shares | 250,000 | ||||||
Increase in common stock offering limit | $ 8,000,000 | ||||||
Number of common stock issued value | $ 4,217,946 | ||||||
Number of additional exchange shares issued | 17,263,889 | ||||||
Number of shares issued for consulting fees | 130,085 | ||||||
Shares issued price per share | $ 0.40 | ||||||
Number of shares issued for consulting fees, value | $ 52,034 | ||||||
Unvested stock options | 31,139 | ||||||
Unrecognized compensation cost | $ 17,800 | ||||||
Weighted average service period | 10 months 14 days | ||||||
2013 Stock Option Incentive Plan [Member] | |||||||
Compensation expense | $ 89,000 | ||||||
Minimum [Member] | |||||||
Number of common stock issued value | 5,650,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Debt instrument face amount | $ 750,000 | ||||||
Number of common stock shares sold | 50,000 | ||||||
Proceeds from initially offering | $ 8,000,000 | ||||||
Conversion price per share | $ 0.40 | ||||||
Aggregate amount of capital raised | $ 7,200,000 | ||||||
Deemed dividend | 437,000 | ||||||
Convertible notes payable assumed | $ 750,000 | ||||||
Fair value of notes payable | 598,000 | ||||||
Securities Purchase Agreement [Member] | Minimum [Member] | |||||||
Proceeds from initially offering | 1,000,000 | ||||||
Securities Purchase Agreement [Member] | Maximum [Member] | |||||||
Proceeds from initially offering | 6,000,000 | ||||||
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 | ||||||
Convertible notes payable assumed | $ 50,000 | ||||||
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 | ||||||
Convertible notes payable assumed | $ 2,000,000 | ||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | Convertible Note [Member] | |||||||
Debt instrument face amount | 50,000 | ||||||
Convertible notes payable assumed | $ 50,000 | ||||||
Securities Purchase Agreement [Member] | Former Chairman [Member] | |||||||
Number of common stock shares sold | 4 | ||||||
Debt instrument converted value | $ 200,000 | ||||||
Debt converted into shares | 500,000 | ||||||
Common Stock [Member] | |||||||
Number of shares issued for acquisition | 24,717,217 | ||||||
Debt instrument converted value | $ 500 | ||||||
Debt converted into shares | 500,000 | ||||||
Number of common stock issued value | $ 17,000 | ||||||
Warrant [Member] | |||||||
Conversion price per share | $ 0.40 | ||||||
Warrant, exercise price | $ 0.75 | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | |||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||||
Deemed dividend | $ 117,000 | ||||||
Series C Preferred Stock [Member] | |||||||
Number of additional exchange shares issued | 17,264 | ||||||
Series B Preferred Stock [Member] | |||||||
Beneficial conversion feature | $ 33,000 | ||||||
RMS [Member] | |||||||
Common stock, par value | $ 33,700 | ||||||
Additional paid-in capital | $ 3,566,000 | ||||||
Accumulated deficit | $ 9,293,000 | ||||||
RMS [Member] | Common Stock [Member] | |||||||
Number of shares converted | 33,661,000 | ||||||
RMS [Member] | Series C Preferred Stock [Member] | |||||||
Number of shares issued for acquisition | 33,661 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Number Of Shares Options Outstanding Beginning Balance | ||
Number Of Shares Options, Assumed with the RMS merger transaction | 557,282 | |
Number Of Options Granted | 250,000 | |
Number Of Options Cancelled | (80,725) | |
Number Of Shares Options Outstanding Ending Balance | 726,557 | |
Number Of Shares Options Exercisable | 695,418 | |
Weighted Average Exercise Price Outstanding Beginning Balance | ||
Weighted Average Exercise Price, Assumed with the RMS merger transaction | $ 2.78 | |
Weighted Average Exercise Price Granted | $ 0.40 | |
Weighted Average Exercise Price Cancelled | 1.52 | |
Weighted Average Exercise Price Outstanding Ending Balance | 1.95 | |
Weighted Average Exercise Price Exercisable | $ 1.96 | |
Weighted Average Remaining Term (years) Outstanding, Beginning | 0 years | |
Weighted Average Remaining Term (years) Assumed with the RMS merger transaction | 6 years 11 months 26 days | |
Weighted Average Remaining Term (years) Outstanding, Granted | 0 years | |
Weighted Average Remaining Term (years) Outstanding, Ending | 7 years 8 months 26 days | |
Weighted Average Remaining Term (years) Exercisable | 7 years 8 months 26 days |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | |
Consulting Agreement [Member] | ||
Consulting fees | $ 13,333 | |
Payments for consulting services | 39,999 | |
Consulting Agreement [Member] | LilyCon Investments, LLC [Member] | ||
Consulting fees | 12,500 | |
Signing bonus | $ 15,000 | |
Agreement, description | The agreement also provides LilyCon Investments with $35,000 in stock (calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted upon completion of the consulting services first year. Either party may terminate this agreement with without cause upon (30) days written notice. | The agreement also provides LilyCon Investments with $35,000 in stock (calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted upon completion of the consulting services first year. Either party may terminate this agreement with without cause upon (30) days written notice. |
Total expenses | $ 40,000 | |
Oral Consulting Arrangement [Member] | Mr. Raymond Monteleone [Member] | ||
Advisory service fee | 10,000 | |
Audit fees | 5,000 | |
Compensation expenses | 35,000 | |
Oral Consulting Arrangement [Member] | St. Louis Family Office, LLC [Member] | ||
Consulting fees | 27,000 | |
Advisory service fee | 10,000 | |
Distribution Center and Logistic Services Agreement [Member] | ||
Total expenses | 22,500 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | ||
Audit fees | 7,900 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | Minimum [Member] | ||
Audit fees | 2,300 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | Maximum [Member] | ||
Audit fees | $ 8,300 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | EURO [Member] | ||
Audit fees | € | € 6,900 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | EURO [Member] | Minimum [Member] | ||
Audit fees | € | 1,900 | |
Distribution Center and Logistic Services Agreement [Member] | June 2019 [Member] | EURO [Member] | Maximum [Member] | ||
Audit fees | € | € 6,900 | |
Patent Assignment and Contribution Agreement [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. The royalty period expires on September 6, 2030. | 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. |
Contribution and Royalty agreement [Member] | ||
Royalty expense | $ 1,100 |
Short Term Liabilities (Details
Short Term Liabilities (Details Narrative) - USD ($) | Feb. 06, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 | ||
Proceeds from the notes | $ 1,459,510 | |||
Proceeds from warrants | 2,565,638 | |||
Number of shares issued on conversion | 250,000 | |||
Proceeds from debt | $ 200,000 | |||
RMS [Member] | ||||
Common stock, par value | $ 33,700 | |||
Convertible Debenture [Member] | RMS [Member] | ||||
Interest expense | 29,000 | |||
5% Convertible Debenture [Member] | ||||
Proceeds from debt | $ 100,000 | |||
Debt conversion convertible outstanding | $ 750,000 | |||
Conversion of stock shares converted | 277,778 | |||
Debt conversion percentage | 36.00% | |||
Promissory Note Two [Member] | ||||
Debt instrument face amount | $ 99,000 | |||
Monthly installment amount | $ 5,700 | |||
Debt instrument interest rate | 5.00% | |||
Debt instrument maturity date | Aug. 1, 2019 | |||
Promissory Note One [Member] | ||||
Debt instrument face amount | $ 99,000 | |||
Monthly installment amount | $ 5,700 | |||
Debt instrument interest rate | 5.00% | |||
Debt instrument maturity date | Aug. 1, 2019 | |||
Promissory Note [Member] | ||||
Interest expense | $ 0 | 400 | ||
Monthly installment amount | $ 5,700 | |||
Debt instrument interest rate | 5.00% | |||
Debt instrument maturity date | Aug. 1, 2019 | |||
Convertible Notes Payable [Member] | ||||
Market value of common stock | $ 0.36 | |||
Number of shares issued on conversion | 1,875,000 | |||
Deemed dividend | $ 288,000 | |||
Finance Agreement [Member] | ||||
Insurance premium finance payments due | 17,000 | |||
Insurance premium finance payments, remaining balance | 145,000 | $ 31,000 | ||
Interest expense | $ 900 | $ 0 | ||
Finance Agreement [Member] | Minimum [Member] | ||||
Insurance premium finance annual percentage | 7.00% | |||
Finance Agreement [Member] | Maximum [Member] | ||||
Insurance premium finance annual percentage | 11.50% | |||
Securities Purchase Agreement [Member] | ||||
Debt instrument face amount | $ 750,000 | |||
Market value of common stock | $ 0.40 | |||
Proceeds from the notes | $ 505,424 | |||
Proceeds from warrants | 244,576 | |||
Deemed dividend | 437,000 | |||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||
Number of common stock shares sold, value | $ 750,000 | |||
Sale of stock price per share | $ 50,000 | |||
Conversion of common stock, percentage | 12.00% | |||
Common stock, par value | $ 0.001 | |||
Market value of common stock | $ 0.40 | |||
Warrant term | 3 years | |||
Warrant, exercise price | $ 0.75 | |||
Accretion expense | $ 63,600 | |||
Unpaid accrued interest | 21,500 | |||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||
Number of common stock shares sold, value | $ 1,000,000 | |||
Common stock, par value | $ 0.001 | |||
Market value of common stock | $ 0.40 | |||
Warrant term | 3 years | |||
Warrant, exercise price | $ 0.75 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) | 3 Months Ended | |
Mar. 31, 2019$ / sharesshares | ||
Equity [Abstract] | ||
Number Of Shares, Warrants Outstanding Beginning | shares | 12,108,743 | |
Number Of Shares, Warrants Issued | shares | 17,500,000 | |
Number Of Shares, Warrants Outstanding and Exercisable Ending | shares | 29,608,743 | |
Weighted Average Exercise Price Outstanding | $ / shares | $ 1.38 | |
Weighted Average Exercise Price Warrants Issued | $ / shares | 0.75 | |
Weighted Average Exercise Price Outstanding | $ / shares | $ 1 | [1],[2] |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 2 years 7 months 6 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Issued | 2 years 10 months 3 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 7 months 17 days | |
[1] | Warrants issued with the August 8, 2018 and September 28, 2018 convertible notes had an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrants in the event the Company issued any shares of common stock or common stock equivalents in a private placement of equity or debt securities to 90% of the issuance price if it 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 | May 31, 2018 |
Warrant [Member] | |||
Warrant initial exercise price | $ 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) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Private Placement 1/8/2019 [Member] | |
MDVX Stock Price | $ 0.40 |
Exercise Price of Warrant | 0.75 |
Private Placement 1/8/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.24 |
Private Placement 1/8/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 1/8/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.57% |
Private Placement 1/8/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 115.08% |
Private Placement 1/18/2019 [Member] | |
MDVX Stock Price | $ 0.40 |
Exercise Price of Warrant | 0.75 |
Private Placement 1/18/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.23 |
Private Placement 1/18/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 1/18/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.60% |
Private Placement 1/18/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 114.07% |
Private Placement 1/25/2019 [Member] | |
MDVX Stock Price | $ 0.59 |
Exercise Price of Warrant | 0.75 |
Private Placement 1/25/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.38 |
Private Placement 1/25/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 1/25/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.43% |
Private Placement 1/25/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.72% |
Private Placement 1/31/2019 [Member] | |
MDVX Stock Price | $ 0.54 |
Exercise Price of Warrant | 0.75 |
Private Placement 1/31/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.34 |
Private Placement 1/31/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 1/31/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.43% |
Private Placement 1/31/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.47% |
Private Placement 2/7/2019 [Member] | |
MDVX Stock Price | $ 0.57 |
Exercise Price of Warrant | 0.75 |
Private Placement 2/7/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.36 |
Private Placement 2/7/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 2/7/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.46% |
Private Placement 2/7/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.23% |
Private Placement 2/22/2019 [Member] | |
MDVX Stock Price | $ 0.49 |
Exercise Price of Warrant | 0.75 |
Private Placement 2/22/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.30 |
Private Placement 2/22/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 2/22/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.46% |
Private Placement 2/22/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.34% |
Private Placement 3/1/2019 [Member] | |
MDVX Stock Price | $ 0.52 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/1/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.33 |
Private Placement 3/1/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/1/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.54% |
Private Placement 3/1/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.42% |
Private Placement 3/8/2019 [Member] | |
MDVX Stock Price | $ 0.59 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/8/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.38 |
Private Placement 3/8/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/8/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.43% |
Private Placement 3/8/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.53% |
Private Placement 3/11/2019 [Member] | |
MDVX Stock Price | $ 0.61 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/11/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.40 |
Private Placement 3/11/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/11/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.45% |
Private Placement 3/11/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.62% |
Private Placement 3/26/2019 [Member] | |
MDVX Stock Price | $ 0.51 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/26/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.32 |
Private Placement 3/26/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/26/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.18% |
Private Placement 3/26/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 113.12% |
Private Placement 3/28/2019 [Member] | |
MDVX Stock Price | $ 0.51 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/28/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.31 |
Private Placement 3/28/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/28/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.18% |
Private Placement 3/28/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 112.79% |
Private Placement 3/29/2019 [Member] | |
MDVX Stock Price | $ 0.51 |
Exercise Price of Warrant | 0.75 |
Private Placement 3/29/2019 [Member] | Measurement Input, Grant Date Fair Value [Member] | |
Fair value assumptions, measurement input, exercise price | $ 0.31 |
Private Placement 3/29/2019 [Member] | Measurement Input, Expected Term [Member] | |
Fair value assumptions, measurement input, term | 3 years |
Private Placement 3/29/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentage | 2.21% |
Private Placement 3/29/2019 [Member] | Measurement Input, Price Volatility [Member] | |
Fair value assumptions, measurement input, percentage | 112.79% |
Net Income (Loss) Per Shares (D
Net Income (Loss) Per Shares (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Anti-dilutive securities, share value | ||
Warrant [Member] | ||
Anti-dilutive securities, share value | 30,108,743 | |
Common Stock [Member] | ||
Anti-dilutive securities, share value | 726,557 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 3,694,816 | $ 897,200 | |
Additional cash raised | 7,000,000 | ||
Cash raised through debt conversion | 200,000 | ||
Cash | $ 2,591,869 | $ 69,628 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 04, 2019USD ($) |
Subsequent Event [Member] | |
Subscription receivable | $ 200,000 |