Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | H-CYTE, INC. | |
Entity Central Index Key | 0001591165 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,236,413 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 367,877 | $ 69,628 |
Accounts receivable | 37,180 | 15,242 |
Other receivables | 33,868 | 5,144 |
Inventory | 126,250 | |
Prepaid expenses | 198,927 | 59,678 |
Total Current Assets | 764,102 | 149,692 |
Right-of-use asset | 859,134 | |
Property and equipment, net | 235,225 | 266,916 |
Intangibles, net | 3,128,000 | |
Goodwill | 12,564,401 | |
Other assets | 29,239 | 38,288 |
Total Assets | 17,580,101 | 454,896 |
Current Liabilities | ||
Interest payable | 78,328 | 158,371 |
Accounts payable | 1,952,500 | 851,604 |
Accrued liabilities | 543,137 | 183,183 |
Other current liabilities | 532,396 | 462,856 |
Short-term note, related party | 1,250,000 | 180,000 |
Short-term financing payable | 114,123 | 30,852 |
Short-term convertible notes payable | 774,615 | |
Notes payable, current portion | 71,653 | |
Dividend payable | 105,389 | |
Deferred revenue | 1,364,658 | 326,064 |
Lease liability, current portion | 481,295 | |
Total Current Liabilities | 7,268,094 | 2,192,930 |
Long-Term Liabilities | ||
Lease liability, net of current portion | 396,424 | |
Notes payable, net of current portion | 22,920 | |
Convertible debt to related parties | 4,306,300 | |
Derivative liability - warrants | 332,150 | |
Deferred rent | 22,206 | |
Total Long-Term Liabilities | 751,494 | 4,328,506 |
Total Liabilities | 8,019,588 | 6,521,436 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity (Deficit) | ||
Common stock - $.001 par value: 199,000,000 and 49,500,000 shares authorized. 99,236,360 and 33,661,388 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 99,237 | 33,661 |
Additional paid-in capital | 25,818,913 | 3,566,339 |
Accumulated deficit | (15,987,512) | (9,296,408) |
Non-controlling interest | (370,132) | (370,132) |
Total Stockholders' Equity (Deficit) | 9,560,513 | (6,066,540) |
Total Liabilities and Stockholders' Equity (Deficit) | 17,580,101 | 454,896 |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 99,236,360 | 33,661,388 |
Common stock, shares outstanding | 99,236,360 | 33,661,388 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 7,000 | 0 |
Preferred stock, shares outstanding | 7,000 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 45,000 | 45,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,742,442 | $ 1,536,990 | $ 6,498,404 | $ 6,880,794 |
Cost of Sales | (550,139) | (503,755) | (1,539,104) | (1,979,128) |
Gross Profit | 2,192,303 | 1,033,235 | 4,959,300 | 4,901,666 |
Operating Expenses | ||||
Salaries and related costs | 1,913,845 | 894,773 | 7,078,531 | 3,072,807 |
Other general and administrative | 2,025,980 | 809,119 | 5,309,791 | 2,482,789 |
Advertising | 1,467,691 | 278,942 | 4,188,087 | 1,435,784 |
Depreciation & amortization | 211,885 | 35,371 | 631,722 | 84,259 |
Total Operating Expenses | 5,619,401 | 2,018,205 | 17,208,131 | 7,075,639 |
Operating Loss | (3,427,098) | (984,970) | (12,248,831) | (2,173,973) |
Other Income (Expense) | ||||
Other income | 2,153 | |||
Foreign currency transaction gain | 6,837 | |||
Change in fair value of derivative liability - warrants | 883,527 | 883,527 | ||
Interest expense | (80,092) | (50,281) | (259,436) | (121,200) |
Total Other Income (Expenses) | 803,435 | (50,281) | 633,081 | (121,200) |
Net Loss | (2,623,663) | (1,035,251) | (11,615,750) | (2,295,173) |
Dividend on outstanding Series B Preferred Stock | 21,000 | 66,639 | ||
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 404,384 | |||
Deemed dividend on beneficial conversion features | 32,592 | |||
Net loss attributable to common stockholders | $ (2,644,663) | $ (1,035,251) | $ (12,119,365) | $ (2,295,173) |
Loss per share - Basic and Diluted | $ (0.03) | $ (0.03) | $ (0.13) | $ (0.07) |
Weighted average outstanding shares used to compute basic and diluted net loss per share | 98,991,805 | 33,661,388 | 96,150,811 | 33,661,388 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 33,661 | $ 3,566,339 | $ (9,296,408) | $ (370,132) | $ (6,066,540) | |
Beginning Balance, Shares at Dec. 31, 2018 | 33,661,388 | |||||
Issuance of common stock in connection with private placement offering | $ 17,700 | 4,402,087 | 4,419,787 | |||
Issuance of common stock in connection with private placement offering, shares | 17,700,000 | |||||
Issuance of warrants in connection with private placement offering | 2,663,797 | 2,663,797 | ||||
Derivative liability adjustment (Note12) | (539,816) | (539,816) | ||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 106,158 | 106,158 | ||||
Stock based compensation | 93,632 | 93,632 | ||||
Dividend payable | (66,639) | (66,639) | ||||
Purchase accounting entries due to the purchase transaction | $ 9 | $ 24,717 | 12,657,182 | 12,681,908 | ||
Purchase accounting entries due to the purchase transaction, shares | 9,250 | 24,717,217 | ||||
Adjustment for assets and liabilities not included in purchase transaction | 5,244,780 | 5,244,780 | ||||
Issuance of common stock pursuant to conversion of short-term debt | $ 500 | 125,437 | 125,937 | |||
Issuance of common stock pursuant to conversion of short-term debt, shares | 500,000 | |||||
Issuance of warrants pursuant for repayment of short-term debt | 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 convertible short-term debt | $ 250 | 99,750 | 100,000 | |||
Issuance of common stock pursuant to conversion of convertible short-term debt, shares | 250,000 | |||||
Conversion of Preferred Series B Stock and accrued dividends | $ (2) | $ 605 | (603) | |||
Conversion of Preferred Series B Stock and accrued dividends, shares | (2,250) | 604,167 | ||||
Issuance of common stock to pay accrued interest on convertible short-term debt | $ 2 | 665 | 667 | |||
Issuance of common stock to pay accrued interest on convertible short-term debt, shares | 1,667 | |||||
Issuance of common stock in exchange for consulting fees incurred | $ 280 | 95,253 | 95,533 | |||
Issuance of common stock in exchange for consulting fees incurred, shares | 280,085 | |||||
Adjustment of exercise price on convertible debt | 287,542 | (287,542) | ||||
Issuance of common stock to pay accrued dividends on Preferred Series B stock | $ 32 | 12,894 | 12,926 | |||
Issuance of common stock to pay accrued dividends on Preferred Series B stock, shares | 32,313 | |||||
Beneficial conversion on Preferred Series B Stock | 32,592 | (32,592) | ||||
Issuance of common stock per restricted stock award to executive (Note 9) | $ 4,226 | 1,686,028 | 1,690,254 | |||
Issuance of common stock per restricted stock award to executive (Note 9), shares | 4,225,634 | |||||
Net loss | (11,615,750) | (11,615,750) | ||||
Ending Balance at Sep. 30, 2019 | $ 7 | $ 99,237 | 25,818,913 | (15,987,512) | (370,132) | 9,560,513 |
Ending Balance, shares at Sep. 30, 2019 | 7,000 | 99,236,360 | ||||
Beginning Balance at Jun. 30, 2019 | $ 7 | $ 98,887 | 25,705,975 | (13,480,691) | (370,132) | 11,954,046 |
Beginning Balance, Shares at Jun. 30, 2019 | 7,000 | 98,886,360 | ||||
Issuance of common stock in connection with private placement offering | $ 200 | 77,164 | 77,364 | |||
Issuance of common stock in connection with private placement offering, shares | 200,000 | |||||
Issuance of warrants in connection with private placement offering | 22,636 | 22,636 | ||||
Issuance of common stock in exchange for consulting services | $ 150 | 43,349 | 43,499 | |||
Issuance of common stock in exchange for consulting services, shares | 150,000 | |||||
Derivative liability adjustment (Note12) | (116,842) | 116,842 | ||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 106,158 | 106,158 | ||||
Stock based compensation | 1,473 | 1,473 | ||||
Dividend payable | (21,000) | (21,000) | ||||
Net loss | (2,623,663) | (2,623,663) | ||||
Ending Balance at Sep. 30, 2019 | $ 7 | $ 99,237 | $ 25,818,913 | $ (15,987,512) | $ (370,132) | $ 9,560,513 |
Ending Balance, shares at Sep. 30, 2019 | 7,000 | 99,236,360 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (11,615,750) | $ (2,295,173) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 631,722 | 84,259 |
Amortization of debt discount | 151,881 | |
Interest and penalties on extension of short-term convertible notes | 124,615 | |
Stock-based compensation | 1,783,886 | |
Loss on write-off of inventory | 5,205 | |
Common stock issued for consulting services | 95,533 | |
Income from change in fair value adjustment of derivative liability - warrants | (883,527) | |
Issuance of warrants to extend short-term debt | 106,158 | |
Bad debt expense | 60,112 | |
Changes in operating assets and liabilities, net of purchase transaction: | ||
Accounts receivable | 63,707 | (6,903) |
Other receivables | (28,724) | |
Accounts receivable from related parties | (8,824) | |
Prepaid expenses and other assets | (140,304) | 89,078 |
Interest payable | (25,381) | 98,286 |
Accounts payable | 486,196 | 207,265 |
Accrued liabilities | (102,099) | (96,667) |
Other current liabilities | 354,340 | (57,801) |
Dividend payable | (12,928) | |
Deferred revenue | 1,038,594 | (391,938) |
Net Cash Used in Operating Activities | (7,906,764) | (2,378,418) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (17,238) | (207,895) |
Purchase of business, net of cash acquired | (302,710) | |
assets not included in purchase transaction | (69,629) | |
Net Cash Used in Investing Activities | (389,577) | (207,895) |
Cash Flows from Financing Activities | ||
Payments on short-term related party notes | (180,000) | (4,944) |
Proceeds from short-term related party notes | 1,250,000 | |
Payment of dividends | (6,136) | |
Proceeds from debt obligations | 277,519 | 50,020 |
Payment on debt obligations | (130,377) | |
Proceeds from common stock | 4,419,787 | |
Proceeds from warrants | 2,663,797 | |
Proceeds from shareholder contributions | 300,000 | |
Proceeds from convertible debt to a related party | 2,367,724 | |
Net Cash Provided by Financing Activities | 8,594,590 | 2,412,800 |
Net Increase (Decrease) in Cash | 298,249 | (173,513) |
Cash - Beginning of period | 69,628 | 251,330 |
Cash - End of period | 367,877 | 77,817 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 132,937 | 20,900 |
Non-cash investing and financing activities | ||
Common stock issued to pay accrued dividends | 12,928 | |
Deemed dividends | 436,976 | |
Conversion of debt obligations to common stock | 225,937 | |
Conversion of debt obligations to warrants | 74,063 | |
Issuance of warrants to extend short-term debt | 106,158 | |
Conversion of short-term related party notes payable to common stock | 114,000 | |
Conversion of note and accrued interest to common stock and warrants | 607 | |
Interest and penalties on extension of short-term convertible notes | 253,607 | |
Dividends accrued | 66,639 | |
Repurchase of non-controlling interest | $ 33,805 |
Description of the Company
Description of the Company | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of the Company | Note 1 - Description of the Company On July 11, 2019, Medovex Corp. (“MedoveX”) changed its named to H-CYTE, Inc. (“H-CYTE” or the “Company”) by filing a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of the State of Nevada. The name change and the Company’s new symbol, HCYT, became effective with FINRA on July 15, 2019. On October 18, 2018, H-CYTE (formerly named MedoveX) entered into an Asset Purchase Agreement (“APA”) with Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), 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 APA 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 APA and its amendment (collectively the “APA”), 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. Prior to the merger of H-CYTE and RMS on January 8, 2019 (the “Merger”), the consolidated results for H-CYTE 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”), Cognitive Health Institute of Tampa (“CHIT”), RMS LI Management, and Shareholder, H-CYTE included 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 Variable Interest Entities (“VIEs”). As of the merger, the consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC (formerly Blue Zone Health Management, LLC), Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC (formerly Blue Zone Lung Tampa, LLC). Additionally, H-CYTE has consolidated LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale, as VIEs. The Company’s RMS division is a healthcare medical biosciences company that develops and implements advanced 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 June 21, 2019, H-CYTE entered into an agreement with Rion, LLC (“Rion”) to develop a disruptive cytotherapy technology for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. This will be managed through a new Rion division of H-CYTE. Rion has established a novel technology to harness the healing power of the body. Rion’s novel exosome technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. With this agreement, Rion will serve as the product supplier and co-develop a proprietary cellular platform with H-CYTE for the treatment of COPD, and H-CYTE will control the commercial development and facilitate clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an investigational new drug (IND) application for review by the U.S. Food and Drug Administration (“FDA”) for treatment of COPD. The Company is also 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 is presently reevaluating its approaches to revenue generation including the continuing use of its distribution channels, source of manufacturing, and evaluating joint venture opportunities. In July 2019, the Company signed a new engineering feasibility proposal that would confirm a new sterilization process which would be a slightly less expensive option and expand the shelf life of DenerveX from six months to a minimum of one year and potentially up to three years. The longer shelf life will help the distributors reach more end-users as many hospital systems and medical practitioners will not purchase medical products with less than a one-year shelf life. The Company still considers the United States to be a target market and it remains the Company’s goal to seek FDA approval. The Company anticipates that it will do so once it is back in production and generating revenue through sales in Europe and other approved countries. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 APA, the former RMS members had voting control of the combined company as of the closing of the Merger. 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 (“U.S. GAAP”). 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 H-CYTE are recorded as of the merger closing date at their estimated fair values (see Note 3). The unaudited consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit), and the consolidated statements of cash flows do not reflect the historical financial information related to H-CYTE prior to the Merger as they only reflect the historical financial information related to RMS. For the unaudited consolidated statements 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 at the beginning of the periods presented. The unaudited consolidated statements of stockholders’ equity (deficit) reflect the activity from June 30, 2019 to September 30, 2019 and December 31, 2018 to September 30, 2019. For the comparable period from December 31, 2017 to September 30, 2018, the only activity in the unaudited consolidated statement of stockholders’ equity (deficit) were the losses totaling approximately $1,035,251 and $2,295,173 for the three and nine months ended September 30, 2018, respectively. The accompanying unaudited consolidated financial statements have been prepared in accordance with 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 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 necessary to present fairly the Company’s financial position as of September 30, 2019 and December 31, 2018 and the results of operations for the three and nine months ended September 30, 2019 and 2018 and statements of cash flows for the nine months ended September 30, 2019 and 2018. These unaudited 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 December 31, 2018 financial information included in the Company’s Annual Report on Form 10-K reflect the historical financial information of the H-CYTE business and do not include the RMS financial information. With the reverse merger, historical financial information for periods prior to the merger on January 8, 2019, presented in the comparative financial information included in the 2019 Form 10-Q, will only reflect the historical financial information related to RMS prior to the merger (see Note 3). The results for the three and nine months ended September 30, 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 U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a 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. The accompanying unaudited consolidated financial statements include the accounts of the parent, its wholly-owned subsidiaries, and its VIEs. Accounts Receivable Accounts receivable 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, if any. 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 September 30, 2019 and December 31, 2018, management believes no allowance is necessary. For the three and nine month periods ended September 30, 2019, the Company recorded bad debt expense of approximately $0 and $60,000, respectively. 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 forego 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 whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. 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 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve 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. For the lease agreements in which the Company is lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use 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 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. Other Receivables Other receivables totaling approximately $34,000 at September 30, 2019 include receivables from the non-acquired Lung Institute, LLC due to Lung Institute Tampa, LLC for approximately $19,000, and approximately $9,000 reimbursement receivable for reimbursement of expenses from a joint study. The $19,000 receivable was a result of the Lung Institute, LLC being a transitory entity for Lung Institute Tampa, LLC while the merchant services accounts are being transferred. Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers Biomedical Services H-CYTE wholly owns the Tampa, Florida Lung Health Institute (LHI) location and manages the other Lung Health Institute locations. 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. The Lung Health Institute locations offer two types of cellular therapy treatments to their patients. The first type of treatment includes medical services rendered typically over 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 typically over 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. Revenue is recognized when services are performed based on the related professional, facility, and diagnostic services for each session of treatment. The Company has deferred recognition of revenue amounting to approximately $1,365,000 and $326,000 at September 30, 2019 and December 31, 2018, respectively. Use of Estimates In preparing the unaudited consolidated 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, business acquisition accounting, the fair value of its warrant issuances and share-based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. 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 Income Taxes From inception to September 30, 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 September 30, 2019 and December 31, 2018, respectively, since it is currently likely 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 September 30, 2019 or December 31, 2018. The Company has not undergone any tax examinations since inception. Net 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: 32,756,181 warrants and 517,509 common stock options outstanding were considered anti-dilutive and excluded for the three and nine month periods ended September 30, 2019. For the nine month period ended September 30, 2018, there were no dilutive securities as the accounting acquirer did not historically have stock compensation programs. |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition | Note 3 – Business Acquisition On January 8, 2019, MedoveX completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of RMS, otherwise referred to as the Merger. Pursuant to the terms of the APA, 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 which automatically converted 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 APA, 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, an incremental 11,153 additional Exchange Shares were issued, for a total of 17,264 additional Exchange Shares. All additional Exchange Shares have been issued to the shareholders of RMS and these Series C Preferred shares converted to 17,263,889 shares of common stock; no additional equity will be issued to RMS. Because RMS shareholders owned approximately 55% of the voting stock of MedoveX after the transaction, RMS was 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 U.S. GAAP. 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 APA, MedoveX purchased certain assets and assumed certain liabilities of RMS. The assets of RMS reported on the MedoveX consolidated balance sheet as of December 31, 2018 that were excluded in the Merger on January 8, 2019 was cash of approximately $70,000. The Merger included the following: convertible debt to a related party of approximately $4,300,000, 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 8, 2019 RMS reverse acquisition. 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 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 September 30, 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 materially change the portion of purchase price allocated to goodwill and could materially impact the operating results of the Company following the acquisition due to differences in purchase price allocation and 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 MedoveX 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 ) Total consideration $ 12,681,908 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 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. During the three months ended September 30, 2019 the Company revised its purchase price allocation for the acquisition. As a result, the Company recorded a measurement period adjustment of $1,215,677 as an increase to goodwill adjusting the amount recorded as of January 8, 2019. The adjustment resulted in a corresponding increase to a derivative liability (see Note 12). The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 Intangible assets are 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 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 Notes payable relate to promissory notes assumed by Acquiree in a 2015 acquisition, which was later divested in 2016, with the assumed promissory notes being retained by Acquiree. The Company finalized an eighteen-month extension on the notes extending the maturity date to March 1, 2021. Payments on both of the notes are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. The promissory notes had outstanding balances of $95,000 as of September 30, 2019. The promissory notes had outstanding balances of approximately $99,000 plus accrued interest of approximately $3,000 at January 8, 2019 (see Note 11). In the third quarter of 2018, convertible notes were issued pursuant to a securities purchase agreement with select accredited investors, whereby the Acquiree offered up to 1,000,000 units (the “Units”) at a purchase price of $50,000 per Unit. Each Unit consisted 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 of Units, 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. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. 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. Due to the notes maturing during the third quarter of 2019, the warrants have fully accreted as of September 30, 2019. 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. The convertible notes had maturity dates between August and September 2019 and were renegotiated during the third quarter of 2019 (see Note 11). The following schedule represents the amounts of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Revenues $ 28,405 $ 63,910 Net loss attributable to MedoveX (7,203 ) (1,956,705 ) The following unaudited pro forma financial information represents the consolidated financial information as if the acquisition had been included in the consolidated results beginning on the first day of the fiscal year prior to its acquisition date. The pro forma results have been calculated after adjusting the results of the acquired entity to remove any intercompany transactions and transaction costs incurred and to reflect any additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied on the first day of the fiscal year prior to its acquisition date, together with the consequential tax effects. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined entities may achieve as a result of the acquisition; the costs to combine the companies’ operations; or the costs necessary to achieve these cost savings, operating synergies or revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under the current ownership and operation. For the Three Months Ended September 30, 2018 RMS MedoveX Pro Forma Revenues $ 1,536,990 $ 206,159 $ 1,743,149 Net loss (1,035,251 ) (1,382,275 ) (2,417,526 ) Net loss attributable to common shareholders (1,035,251 ) (1,512,326 ) (2,547,577 ) Loss per share- basic and diluted $ (0.03 ) $ (0.06 ) $ (0.04 ) For the Nine Months Ended September 30, 2018 RMS MedoveX Pro Forma Revenues $ 6,880,794 $ 598,773 $ 7,479,567 Net loss (2,295,173 ) (3,721,958 ) (6,017,131 ) Net loss attributable to common shareholders (2,295,173 ) (4,119,068 ) (6,414,241 ) Loss per share- basic and diluted $ (0.07 ) $ (0.18 ) $ (0.11 ) |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 - Inventory Inventory consists only of finished goods and is valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Inventories were acquired in the Merger and therefore there were no inventories prior to January 8, 2019. Inventory consisted solely of the Pro-40 Generators totaling approximately $126,000 and $0 at September 30, 2019 and December 31, 2018, respectively. |
Right-of-use Asset and Lease Li
Right-of-use Asset and Lease Liability | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Right-of-use Asset and Lease Liability | Note 5 – Right-of-use Asset And Lease Liability Upon adoption of ASU No. 2016-02 (as amended) (See Note 2), additional current liabilities of approximately $475,000 and long-term liabilities of approximately $713,000 with corresponding ROU assets of approximately $1,167,000 were recognized, based on the present value of the remaining minimum rental payments under the new leasing standards for existing operating leases. The unaudited consolidated balance sheet at September 30, 2019 reflects current lease liabilities of approximately $481,000 and long-term liabilities of $396,000, with corresponding ROU assets of $859,000. Operating lease expense and cash flows from operating leases for the three and nine months ending September 30, 2019 totaled approximately $140,000 and $389,000, respectively, and are included in the “Other general and administrative” section of the unaudited consolidated statement of operations. 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. Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. The Company expects to renew each lease upon expiration in order to continue operations. As of September 30, 2019, the undiscounted minimum future maturities of lease liabilities are as follows: Remainder of 2019 $ 138,000 2020 482,000 2021 155,000 2022 103,000 2023 69,000 $ 947,000 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property And Equipment Property and equipment, net, consists of the following: Useful Life September 30, 2019 December 31, 2018 Furniture and fixtures 5-7 years $ 147,870 $ 149,285 Computers and software 3-7 years 361,986 278,234 Leasehold improvements 15 years 157,107 156,133 666,963 583,652 Less accumulated depreciation (431,738 ) (316,736 ) Total $ 235,225 $ 266,916 Depreciation expense was approximately $28,000 and $80,000, respectively, for the three and nine months ended September 30, 2019. Depreciation expense was approximately $35,000 and $84,000, respectively, for the three and nine months ended September 30, 2018 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 - Intangible Assets As of September 30, 2019, intangible assets acquired as part of the Merger, net of accumulated amortization of $552,000, totaled approximately $3,128,000. Amortization expense was $184,000 and $552,000 for the three and nine months ended September 30, 2019. The following is a schedule of expected future amortization of intangible assets as of September 30, 2019: Remainder of 2019 $ 184,000 2020 736,000 2021 736,000 2022 736,000 2023 736,000 Total $ 3,128,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Consulting Expense The Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee, in which Mr. Monteleone receives $10,000 per month for advisory services and $5,000 per quarter as Audit Committee Chair in addition to regular quarterly board meeting fees. This arrangement has no specified termination date. For the three and nine months ended September 30, 2019, the Company has expensed approximately $35,000 and $90,000 in compensation to Mr. Monteleone, respectively. Board Member Expenses For the three and nine months ended September 30, 2019, the Company paid $0 and $5,000 each for Board of Director fees to Michael Yurkowsky and to Raymond Monteleone for a total of $0 and $10,000, respectively. Debt and Other Obligations The Company had various related party transactions in 2018. For the period of January 1, 2018 to March 13, 2018, the Company received $528,175 from one of its shareholders (RMS members) and $228,175 from its CEO (RMS CEO) as part of a line of credit that was established in 2017. On March 13, 2018, the entire $1,856,350 line of credit received from the Member and the CEO, including contributions from 2017, was transferred to the BioCell Capital, LLC debt instrument, (“BioCell Capital Line of Credit”). The BioCell Capital Line of Credit also consisted of capital contributions from related parties totaling approximately $4,306,000, inclusive of the aforementioned $1,856,300, to RMS in 2018. The BioCell Capital Line of Credit was converted to RMS members’ equity and was excluded from the APA on January 8, 2019. The Company also received a short-term advance from one of its shareholders (RMS members), who was also the CEO of H-CYTE, in the amount of $180,000 in December 2018 for working capital needs. Approximately $66,000 of the advance was repaid in January 2019 and approximately $114,000 was converted to equity as part of the APA on January 8, 2019. Horne Management, LLC, controlled by Chief Executive Officer, William E. Horne, advanced funds for operations totaling $900,000 on July 25, 2019. These loans accrue interest at 5.5% and are due and payable upon demand of the creditor. In addition, Horne Management, LLC loaned H-CYTE $350,000 on September 26, 2019, for working capital purposes. The terms of the loan as follows: ● 12% interest rate with a maturity date of March 26, 2020. ● If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock with a purchase price of $0.75 per share. ● If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity Transactions | Note 9 - Equity Transactions For the consolidated statements of stockholders’ equity (deficit) as of December 31, 2018, 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 closing of the Merger, before the contingent additional exchange shares impact from the sale of new securities, the stock received by RMS was 33,661 shares of Series C Preferred Stock, which was later converted 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 $9,296,000. 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 at a purchase price of $.075 per share. Pursuant to this SPA, the Company initially offered a minimum of $1,000,000 and a maximum of $6,000,000 Units, and subsequently increased the maximum amount to $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. Mr. Gorlin subsequently converted the promissory note underlying the Units into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation. Each Convertible Note had an interest rate of 12% per annum, a principal amount of $50,000 maturity date of January 8, 2020, and will be convertible into shares of common stock at a price of $0.40 subject to adjustment as provided for in the Convertible Note. Pursuant to the terms of the Convertible Note, each holder of the Convertible Note 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. If defaulted, the penalty interest rate of the Convertible Note shall rise to 18% per annum. In addition, each Warrant is exercisable 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 agreement. All Convertible Notes have been converted into an aggregate of 18,000,000 shares of common stock. 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. As a result of the sales of new securities of at least $5,650,000, the Company issued an additional 17,264 Series C Preferred Stock which 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 February 2019, 250,000 shares of common stock were issued pursuant to conversion of short-term debt and accrued interest. In March 2019, the Company issued an aggregate of 130,085 shares of common stock at $0.40 per share for consulting fees in an amount equivalent to $52,034. On April 25, 2019, the Company issued 4,225,634 shares of common stock valued at $0.40 per share to Mr. William E. Horne, the Company’s CEO, in a restricted stock award which was 100% vested when issued. The Company recognized approximately $1,690,000 of compensation expense in the quarter ended June 30, 2019 related to the restricted stock award. This restricted stock award was issued pursuant to his employment agreement with the Company, which stated that this restricted stock award (as well as the incentive stock options issued in the quarter ended March 31, 2019) would be fully vested if not issued within fifteen days of the Merger. Neither award was issued within that time frame and both awards became fully vested when issued. The aggregate number of shares of common stock from these two awards is 4,475,634 and was calculated based on 7% of the Company’s issued and outstanding common stock as of the closing of the Merger. During the third quarter of 2019, the Company raised $100,000 by selling 200,000 shares of common stock at $0.50 per share. They also issued the investors 100,000 warrants with an exercise price of $1.00 per share. In the third quarter of 2019, the Company issued 150,000 shares of common stock to a consultant in consideration of consulting services rendered to the Company. At the time of issuance, the fair market value of the shares was $0.29, and, as a result, $43,500 was expensed in the three and nine months ended September 30, 2019. During the nine months ended September 30, 2019, 636,480 shares were issued pursuant to conversions of some of our Series B Convertible Preferred Stock (“Stock B Preferred”) and accrued dividends thereunder. Series B Preferred Stock Preferences Voting Rights Holders of our Series B Preferred Stock (“Series B 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 Series B Holder 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 Series B Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series B Holders 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. The Company accrues these dividends as they are earned each period. On January 8, 2019, the Company completed the issuance of Convertible Notes with a conversion price of $0.40. As a result, the exercise price on all of the warrants issued with the Series B Preferred Stock was adjusted downward to 90% of that conversion price, or $0.36. The Company recognized a beneficial conversion feature related to the Series B Preferred Stock of approximately $33,000, which was credited to additional paid-in capital, and reduced the income available to common shareholders. Because the Series B Preferred Stock 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 nine months ended September 30, 2019, 9,250 shares of Series B Preferred Stock, par value $0.001, and accrued dividends were assumed with the Merger and an aggregate of 2,250 shares of Series B Preferred Stock, and accrued dividends, were subsequently converted into an aggregate of 604,167 shares of the Company’s common stock. Debt Conversion Convertible Notes The $750,000 convertible notes payable assumed in the Merger 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 of common stock at $0.40 per share, in accordance with the SPA. In connection with the APA, 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 on 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 The Company utilizes the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. Including the expense of approximately $1,690,000 related to the restricted stock award to the Company’s CEO, total stock-based compensation expense for the three and nine months ended September 30, 2019 was approximately $1,473 and $1,786,500, respectively. The nine months ended September 30, 2019 includes $1,690,000 of compensation expense related to the Company’s CEO restricted stock award which was 100% vested when issued. This restricted stock award was issued pursuant to his employment agreement with the Company, which stated that this option grant would be fully vested if not issued within fifteen days of the reverse merger transaction. The restricted stock award was not issued within that time frame and was fully vested when issued. Stock Option Activity For the three and nine months ended September 30, 2019, the Company recognized approximately $1,500 and $94,000, respectively, as compensation expense with respect to vested stock options. No compensation expense was recorded prior to the Merger. Since these stock options were assumed on January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019. The expense for the nine months ended September 30, 2019 is primarily related to a fully-vested option to purchase 250,000 shares of the Company’s common stock that was issued to the Company’s CEO pursuant to his employment agreement, which stated that this option grant would be fully vested if it was not issued within fifteen days of the Merger. The option was not granted within that time frame and was fully vested when issued. As of September 30, 2019, there were 9,501 shares of unvested stock options and unrecognized compensation expense totaled approximately $2,400. The remaining expense will be recognized as an expense on a straight-line basis over a remaining weighted average service period. The following is a summary of stock option activity for the nine months ending September 30, 2019: Shares Weighted Weighted Outstanding at December 31, 2018 — $ — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Other activity since January 8, 2019: Granted 250,000 $ 0.40 9.27 Cancelled (289,774 ) $ 2.46 — Outstanding at September 30, 2019 517,508 $ 1.81 7.62 Exercisable at September 30, 2019 508,007 $ 1.81 7.62 |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 10 – Commitments & Contingencies Biotechnology Agreement On June 21, 2019, the Company entered into a 10-year exclusive and extendable product supply agreement with Rion that will enhance its existing cytotherapy product line, developing a disruptive technology for COPD, the fourth leading cause of death in the U.S. Rion has established a unique exosome technology to harness the healing power of the body. Rion’s novel exosome technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. With this agreement, Rion will serve as the product supplier and will co-develop a proprietary cellular platform with H-CYTE for the treatment of COPD. H-CYTE will control the commercial development and facilitate clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an investigational new drug (IND) application for review by the FDA for treatment of COPD. Sublease Agreement The Company entered into a sub-lease agreement for the lease in Alpharetta, Georgia. The period of the lease is from July 1, 2019 to December 31, 2020 and sublessee shall pay to sublessor a minimum rent, of $2,000 per month recognized by the Company as rental income. Consulting Agreements The Company has reached a new 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 $5,000 per month. The Company incurred expense of approximately $10,000 and $50,000, for the three and nine months ended September 30, 2019, respectively, related to this consulting agreement. Since this agreement was assumed on January 8, 2019 as part of the Merger, 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 for services related to evaluation and negotiation of future acquisitions, joint ventures, and site evaluations/lease considerations. The duration of the consulting agreement is for a period of twelve 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 (to be calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. Either party may terminate this agreement with or without cause upon 30 days written notice. For the three and nine months ended September 30, 2019, the Company expensed a total of $37,500 and $115,000 in compensation to LilyCon Investments, respectively. The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $10,000 per month plus benefits reimbursement for advisory services. The Company terminated this agreement effective June 30, 2019. For the three and nine months ended September 30, 2019, the Company expensed $0 and $71,000 in consulting fees to St. Louis Family Office, respectively. The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. Strategos will provide information to key policymakers in the legislature and executive branches of government on the benefits of the cellular therapies offered by the Lung Health Institute, advocate for legislation that supports policies beneficial to patient access and oppose any legislation that negatively impacts the Company’s ability to expand treatment opportunities, and position the Company and its related entities as the expert for information and testimony. For the three and nine months ended September 30, 2019, the Company expensed $22,500 and $48,500, respectively. The Company entered into a consulting agreement with Goldin Solutions, effective August 4, 2019, for media engagement and related efforts, including both proactive public relations and crisis management services. The agreement has a minimum term of six months, with a $33,000 monthly fee payable each month, with the exception of a first month discount of $12,000. For the three and nine months ended September 30, 2019, the Company expensed $54,000. 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 2020 The Company paid a fixed monthly fee of €4,500 (approximately $5,000) 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 incurred for the distribution center and logistics agreement were approximately $10,080 and $40,080, respectively, for the three and nine months ended September 30, 2019. Since this agreement was assumed on January 8, 2019 as part of the 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 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 $0 and $1,100 respectively, in royalty expense under the Contribution and Royalty agreement for the three months and nine months ended September 30, 2019, all of which was included in accounts payable at September 30, 2019. Since this agreement was assumed on January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019. Litigation From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events. Guarantee The Company has guaranteed payments based upon the terms found in the management services agreements to two affiliated physicians related to LI Nashville, LI Scottsdale, LI Pittsburgh, and LI Dallas. For the three and nine months ending September 30, 2019, payments totaling approximately $42,000 and $105,000 respectively were made to these affiliates. |
Short Term Debt
Short Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 11 – Short-term Debt Notes Payable Short-term financing payable relates to financing arrangements for Directors and Officers and general liability insurance premiums that were financed at various points throughout 2018 and 2019 and two promissory notes assumed in the merger transaction. These financing arrangements require aggregate monthly payments of approximately $18,000, with interest rates ranging from 7% to 12.8% and are to be paid in full by July 2020. The financing arrangements had balances of approximately $114,000 at September 30, 2019 and $31,000 at December 31, 2018. Interest expense related to these arrangements was approximately $2,000 and $4,300 for the three and nine months ended September 30, 2019, respectively, and was $0 for the three and nine months ended September 30, 2018 respectively. Two promissory notes payable assumed in the Merger are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Each note originally had a maturity date of August 1, 2019. During the third quarter, the Company finalized an eighteen-month extension that extended the maturity date to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $95,000 at September 30, 2019. The Company incurred interest expense related to the promissory notes for the three and nine months ended September 30, 2019 in the amount of approximately $400 and $2,500, respectively; no interest expense was incurred during 2018 as these notes were assumed on January 8, 2019. The Company’s interest expense of approximately $50,000 and $121,000 for the three and nine months ended September 30, 2018, respectively, was related to convertible debt not assumed in the Merger as of January 8, 2019. Convertible Notes The Convertible Notes payable represents a securities purchase agreement with select accredited investors, which was assumed in the Merger. The debt assumed by the Company consisted of $750,000 of units (the “Units”) with 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 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 Convertible 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. Interest expense related to the discount on these convertible notes for the three and nine month period ending September 30, 2019 was approximately $24,000 and $151,900, respectively. The Company recognized approximately $19,300 and $60,500, respectively, in unpaid accrued interest expense related to the notes for the three and nine months ended September 30, 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 Notes was 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 plus accrued interest was converted into an aggregate of 251,667 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. The convertible notes had maturity dates between August and September 2019. The Company negotiated a short-term extension with two of the three noteholders through the expected closing of the Series D Security Purchase Agreement (the “Short-term Extension Notes”). As of September 30, 2019, approximately $479,000, which includes the principal balance of $350,000, fees and penalties of approximately $80,000 and accrued interest of approximately $49,000 is due to the two Short-term Extension Notes noteholders. The Company also reached an extension with the third noteholder which extended the maturity date of the loan for one year, until September 30, 2020. This note has a principal balance of $300,000 plus penalties of approximately $85,000 and accrued interest of approximately $40,000 for a total amount due of approximately $425,000 (the “New Principal”) as of September 30, 2019. This amount has been rolled into a new note effective September 30, 2019 (the “One Year Extended Note”). Additionally, approximately 424,000 warrants were issued in connection with the One Year Extended Note. The fair market value of the warrants on September 18, 2019, the day the warrants were issued, was approximately $106,000, which the Company recognized as an expense in the three months ended September 30, 2019. In the aggregate, the new principal balance on these convertible notes as of September 30, 2019 is approximately $775,000 which is comprised of the original principal balance of $350,000 on the Short-term Extension Notes plus $425,000 for the New Principal on the One Year Extended Note. |
Derivative Liability Warrants
Derivative Liability Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability Warrants | Note 12 – Derivative Liability Warrants In connection with the securities purchase agreements executed in May 2018 the Company issued 108,250 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Shares”) and warrants to purchase 2,312,500 shares of the Company’s common stock. The warrants had a three-year term at an exercise price of $0.75. The warrants contain two features such that in the event of a downward price adjustment the Company is required to reduce the strike price of the existing warrants (first feature or “down round”) and issue additional warrants to the award holders such that the aggregate exercise price after taking into account the adjustment, will equal the aggregate exercise price prior to such adjustment (second feature or “additional issuance”). On January 8, 2019 the Company issued equity securities which triggered the down round and additional issuance warrant features. As a result, the exercise price of the warrants was lowered from $0.75 to $0.40 and 2,023,438 additional warrants were issued. The inclusion of the additional issuance feature caused the warrants to be accounted for as liabilities in accordance with ASC Topic 815. The fair market value of the warrants, approximately $1,200,000, has been recorded as a derivative liability in the purchase price allocation as a measurement period adjustment during the period ended September 30, 2019 (see Note 3). The derivative liability has been remeasured to fair value at the end of each reporting period and the cumulative change in fair value, approximately $884,000, has been recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the three and nine month period ended September 30, 2019. The fair value of the derivative liability included on the consolidated balance sheet was approximately $332,000 as of September 30, 2019. |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Common Stock Warrants | |
Common Stock Warrants | Note 13 - 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 nine months ended September 30, 2019 is as follows: Shares Weighted Weighted Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.78 Issued 20,647,437 $ 0.72 2.36 Outstanding and exercisable at September 30, 2019 32,756,180 $ .96 (1)(2) 2.15 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 September 30, 2019 as of their respective issue dates are as follows: Event Date H-CYTE Exercise Price of Warrant Grant Date Fair Value Life 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 Antidilution provision (3) 1/8/2019 $ 0.40 $ 0.40 $ 0.28 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 Private placement 4/4/2019 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77 Private placement 7/15/2019 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50 Convertible debt extension 9/18/2019 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04 (1) (2) (3) 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. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management's Plans | Note 14 - Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $11,616,000 and $2,295,000 for the nine months ended September 30, 2019 and 2018, respectively. The Biomedical 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. In April 2019, 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, including strategic partnerships. The H-CYTE operations will continue to incur losses until the plan for the DenerveX System monetization is determined and executed. The Company’s 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 the Company’s 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 inception, the Company has incurred losses and anticipates that the Company will continue to incur losses until its products can generate enough revenue to offset its operating expenses. The Company, through September 2019, raised $7,100,000 (excluding $200,000 of debt conversions) year to date. The Company pursued raising additional funds from the sale of equity securities. On June 7, 2019 the Board of Directors approved a new private placements securities offering up to $8,500,000 of common stock at a price of $0.50 per share, and a three-year warrant to purchase such number of shares of common stock equal to fifty percent (50%) of the number of shares of common stock issuable as part of this offering (the “Warrants”), at an exercise price of $1.00 per share. The Company raised $100,000 from these new private placement securities since June 30, 2019. The aforementioned security offering has been terminated. On October 26, 2019, the Board of Directors approved a new private placement securities offering up to $9,750,000 of Series D Preferred Stock (“Series D Preferred”). The terms of this offering are up to $9,750,000 to be raised at $.41 per share with 100% warrant coverage at $.75 per share for a term of ten years. The Series D Preferred will carry an annual 8% cumulative dividend payable upon a liquidation or redemption. For any other dividends, the Series D Preferred will participate with common stock on an as-converted basis. On July 25 and July 26, 2019, the Company issued two promissory notes (the “Notes”) in the aggregate principal amount of $900,000 to Horne Management, LLC, and controlled by Mr. William E. Horne, the Chief Executive Officer of the Company. The Notes bear an interest rate of 5.5% per annum and are due on demand. The Company has received the funds represented by the Notes. On September 26, 2019, the Company issued a promissory note to Horne Management, LLC, for $350,000. The Terms of the Note are: ● 12% interest rate with a maturity date of March 26, 2020. ● If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%. ● If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock at a purchase price of $0.75 per share. The Company has certain convertible promissory notes in the aggregate principal amount of approximately $650,000 that originally matured in August and September 2019. The convertible notes are secured by all of the assets of the Company. The Company negotiated an extension with two of the three noteholders through the expected closing of the Series D Preferred .There were certain fees and penalties that were negotiated along with these extensions in the aggregate amount of approximately $80,000. The Company also reached an extension with the third noteholder which extended the maturity date of the loan for one year, until September 30, 2020, plus interest and penalties. The penalties associated with the extension of this loan were approximately $125,000 as outlined in the terms of the original agreement. The total liability on these notes including principal, accrued interest, and penalties is approximately $904,000. 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. Cash as of September 30, 2019 was approximately $368,000. The present level of cash and the fourth quarter raise to date may not be sufficient to satisfy the Company’s current operating requirements, as such, the additional raising of funds is required. The unaudited 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 | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events Horne Management, LLC loaned H-CYTE $150,000 on October 28, 2019, for working capital purposes. The terms of the loan are as follows: ● 12% interest rate with a maturity date of April 28, 2020. ● If the Company does not pay back the principal and interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share. ● If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%. On November 13, 2019 the Company issued a promissory note (the “Note”) with a principal amount of $235,000 to Horne Management, LLC. The Note bears an interest rate of 12% per annum and is due on demand. The terms of the note are: ● 12% interest rate with a maturity date of May 13, 2020. ● If the Company does not pay back the principal and interest by January 13, 2020, the Company shall issue to Lender a three-year warrant to purchase 268,571 shares of the Company’s common stock at a purchase price of $0.75 per share. ● If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a 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. The accompanying unaudited consolidated financial statements include the accounts of the parent, its wholly-owned subsidiaries, and its VIEs. |
Accounts Receivable | Accounts Receivable Accounts receivable 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, if any. 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 September 30, 2019 and December 31, 2018, management believes no allowance is necessary. For the three and nine month periods ended September 30, 2019, the Company recorded bad debt expense of approximately $0 and $60,000, respectively. |
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 forego 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 whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. The Company’s intangible assets are patents and related proprietary technology for the DenerveX System. |
Leases | Leases In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve 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. For the lease agreements in which the Company is lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use 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 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. |
Other Receivables | Other Receivables Other receivables totaling approximately $34,000 at September 30, 2019 include receivables from the non-acquired Lung Institute, LLC due to Lung Institute Tampa, LLC for approximately $19,000, and approximately $9,000 reimbursement receivable for reimbursement of expenses from a joint study. The $19,000 receivable was a result of the Lung Institute, LLC being a transitory entity for Lung Institute Tampa, LLC while the merchant services accounts are being transferred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers |
Biomedical Services | Biomedical Services H-CYTE wholly owns the Tampa, Florida Lung Health Institute (LHI) location and manages the other Lung Health Institute locations. 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. The Lung Health Institute locations offer two types of cellular therapy treatments to their patients. The first type of treatment includes medical services rendered typically over 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 typically over 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. Revenue is recognized when services are performed based on the related professional, facility, and diagnostic services for each session of treatment. The Company has deferred recognition of revenue amounting to approximately $1,365,000 and $326,000 at September 30, 2019 and December 31, 2018, respectively. |
Use of Estimates | Use of Estimates In preparing the unaudited consolidated 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, business acquisition accounting, the fair value of its warrant issuances and share-based payment arrangements. For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates. |
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 |
Income Taxes | Income Taxes From inception to September 30, 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 September 30, 2019 and December 31, 2018, respectively, since it is currently likely 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 September 30, 2019 or December 31, 2018. The Company has not undergone any tax examinations since inception. |
Net Loss Per Share | Net 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: 32,756,181 warrants and 517,509 common stock options outstanding were considered anti-dilutive and excluded for the three and nine month periods ended September 30, 2019. For the nine month period ended September 30, 2018, there were no dilutive securities as the accounting acquirer did not historically have stock compensation programs. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 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 MedoveX 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 ) Total consideration $ 12,681,908 |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 |
Schedule of Interest Bearing and Other Liabilities Assumed | Total interest bearing and other liabilities assumed are as follows: Notes payable $ 99,017 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 |
Schedule of Revenue and Net Loss Attributable to Acquisition | The following schedule represents the amounts of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Revenues $ 28,405 $ 63,910 Net loss attributable to MedoveX (7,203 ) (1,956,705 ) |
Schedule of Pro Forma Financial Information | The pro forma results do not necessarily reflect the actual results of operations of the combined companies under the current ownership and operation. For the Three Months Ended September 30, 2018 RMS MedoveX Pro Forma Revenues $ 1,536,990 $ 206,159 $ 1,743,149 Net loss (1,035,251 ) (1,382,275 ) (2,417,526 ) Net loss attributable to common shareholders (1,035,251 ) (1,512,326 ) (2,547,577 ) Loss per share- basic and diluted $ (0.03 ) $ (0.06 ) $ (0.04 ) For the Nine Months Ended September 30, 2018 RMS MedoveX Pro Forma Revenues $ 6,880,794 $ 598,773 $ 7,479,567 Net loss (2,295,173 ) (3,721,958 ) (6,017,131 ) Net loss attributable to common shareholders (2,295,173 ) (4,119,068 ) (6,414,241 ) Loss per share- basic and diluted $ (0.07 ) $ (0.18 ) $ (0.11 ) |
Right-of-use Asset and Lease _2
Right-of-use Asset and Lease Liability (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | As of September 30, 2019, the undiscounted minimum future maturities of lease liabilities are as follows: Remainder of 2019 $ 138,000 2020 482,000 2021 155,000 2022 103,000 2023 69,000 $ 947,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Useful Life September 30, 2019 December 31, 2018 Furniture and fixtures 5-7 years $ 147,870 $ 149,285 Computers and software 3-7 years 361,986 278,234 Leasehold improvements 15 years 157,107 156,133 666,963 583,652 Less accumulated depreciation (431,738 ) (316,736 ) Total $ 235,225 $ 266,916 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Future Amortization of Intangible Assets | The following is a schedule of expected future amortization of intangible assets as of September 30, 2019: Remainder of 2019 $ 184,000 2020 736,000 2021 736,000 2022 736,000 2023 736,000 Total $ 3,128,000 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the nine months ending September 30, 2019: Shares Weighted Weighted Outstanding at December 31, 2018 — $ — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Other activity since January 8, 2019: Granted 250,000 $ 0.40 9.27 Cancelled (289,774 ) $ 2.46 — Outstanding at September 30, 2019 517,508 $ 1.81 7.62 Exercisable at September 30, 2019 508,007 $ 1.81 7.62 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the nine months ended September 30, 2019 is as follows: Shares Weighted Weighted Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.78 Issued 20,647,437 $ 0.72 2.36 Outstanding and exercisable at September 30, 2019 32,756,180 $ .96 (1)(2) 2.15 |
Schedule of Assumptions for Warrants | The inputs used in the Black-Scholes valuation technique to value each of the warrants issued at September 30, 2019 as of their respective issue dates are as follows: Event Date H-CYTE Exercise Price of Warrant Grant Date Fair Value Life 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 Antidilution provision (3) 1/8/2019 $ 0.40 $ 0.40 $ 0.28 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 Private placement 4/4/2019 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77 Private placement 7/15/2019 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50 Convertible debt extension 9/18/2019 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04 (1) (2) (3) |
Description of the Company (Det
Description of the Company (Details Narrative) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
State of incorporation | NV |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Net loss | $ 2,623,663 | $ 1,035,251 | $ 11,615,750 | $ 2,295,173 | |
Bad debt expenses | 0 | 60,112 | |||
Other receivables | 33,868 | 33,868 | $ 5,144 | ||
Deferred revenue recognition | $ 1,364,658 | $ 1,364,658 | $ 326,064 | ||
Warrants [Member] | |||||
Anti-dilutive securities | 32,756,181 | 32,756,181 | |||
Common Stock Options [Member] | |||||
Anti-dilutive securities | 517,509 | 517,509 | |||
Lung Institute, LLC [Member] | |||||
Other receivables | $ 19,000 | $ 19,000 | |||
Reimbursement receivable | $ 9,000 | $ 9,000 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Feb. 06, 2019 | Jan. 08, 2019 | Feb. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Number of shares issued for acquisition, value | $ 12,681,908 | ||||||
Percentage of voting interest acquired | 55.00% | ||||||
Proceeds from new issuance | $ 77,364 | $ 4,419,787 | |||||
Cash excluded from purchase | $ 302,710 | ||||||
Interest payable | 755,216 | ||||||
Accounts payable | 1,645,399 | ||||||
Market capitalization | 10,811,908 | ||||||
Derivative liability | 1,215,677 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Conversion price per share | $ 0.36 | ||||||
Debt converted into shares | 250,000 | 250,000 | |||||
Proceeds from notes | $ 1,250,000 | ||||||
Proceeds from warrants | $ 2,663,797 | ||||||
Promissory Note [Member] | |||||||
Debt maturity date | Mar. 1, 2021 | ||||||
Aggregate monthly installments amount | $ 5,800 | ||||||
Notes payable | 99,000 | $ 95,000 | $ 95,000 | ||||
Debt interest rate | 5.00% | 5.00% | |||||
Accrued interest | $ 3,000 | ||||||
Debt principal amount | $ 95,000 | $ 95,000 | |||||
Short-term Convertible Notes Payable [Member] | |||||||
Conversion price per share | $ 0.36 | $ 0.36 | |||||
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 | $ 33,700 | |||||
RMS [Member] | Series C Preferred Stock [Member] | |||||||
Number of shares issued for acquisition | 33,661 | ||||||
Asset Purchase Agreement [Member] | |||||||
Common stock, shares outstanding | 24,500,000 | ||||||
Market capitalization | $ 9,800,000 | ||||||
Fair value of net assets | 8,400,000 | ||||||
Derivative liability | $ 1,215,677 | ||||||
Asset Purchase Agreement [Member] | RMS [Member] | |||||||
Number of shares issued for acquisition | 33,661 | ||||||
Number of additional 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 | $ 70,000 | ||||||
Convertible debt to a related party | 4,300,000 | ||||||
Interest payable | 158,000 | ||||||
Accounts payable | 224,000 | ||||||
Other current liabilities | $ 285,000 | ||||||
Asset Purchase Agreement [Member] | RMS [Member] | Series C Preferred Stock [Member] | |||||||
Number of shares issued for acquisition | 39,772 | ||||||
Number of additional shares issued | 11,153 | ||||||
Number of shares converted | 17,263,889 | ||||||
Securities Purchase Agreement [Member] | |||||||
Number of unites issued | 15 | ||||||
Conversion price per share | $ 0.40 | $ 0.40 | |||||
Debt principal amount | $ 750,000 | $ 750,000 | |||||
Proceeds from sale of convertible note and equity | $ 750,000 | ||||||
Warrants to purchase common stock | 1,875,000 | 1,875,000 | |||||
Debt converted into shares | 1,875,000 | ||||||
Proceeds from notes | $ 505,424 | ||||||
Proceeds from warrants | $ 244,576 | ||||||
Fair value of notes payable | $ 598,000 | ||||||
Securities Purchase Agreement [Member] | Short-term Convertible Notes Payable [Member] | |||||||
Debt interest rate | 12.00% | ||||||
Number of unites issued | 1,000,000 | ||||||
Purchase price per unit | $ 50,000 | ||||||
Debt conversion description | Each Unit consisted 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 of Units, 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. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. The convertible notes had maturity dates between August and September 2019 totaling $650,000 (see Note 11). | ||||||
Common stock, par value | $ 0.001 | ||||||
Conversion price per share | $ 0.40 | ||||||
Warrants term | 3 years | ||||||
Warrant initial exercise price | $ 0.75 | ||||||
Conversion price description | As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. The convertible notes have maturity dates between August and September 2019. |
Business Acquisition - Schedule
Business Acquisition - Schedule of Fair Value of Consideration Transferred (Details) | Jan. 08, 2019USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Common shares issued and outstanding | shares | 24,717,271 |
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock | shares | 2,312,500 |
Total Common shares | shares | 27,029,771 |
Closing price per share of MDVXMedoveX Common stock on January 8, 2019 | $ / shares | $ 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) |
Total consideration | $ 12,681,908 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 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 | $ 12,564,401 | 12,564,401 | |
Total assets acquired | 16,298,200 | ||
Accounts payable and other accrued liabilities | 1,645,399 | ||
Derivative liability | 1,215,677 | ||
Interest-bearing liabilities and other | 755,216 | ||
Net assets acquired | $ 12,681,908 |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Interest Bearing and Other Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Total interest-bearing and other liabilities | $ 755,216 |
Notes Payable [Member] | |
Total interest-bearing and other liabilities | 99,017 |
Short-term Convertible Notes Payable [Member] | |
Total interest-bearing and other liabilities | 598,119 |
Dividend Payable [Member] | |
Total interest-bearing and other liabilities | 57,813 |
Deferred Rent [Member] | |
Total interest-bearing and other liabilities | $ 267 |
Business Acquisition - Schedu_4
Business Acquisition - Schedule of Revenue and Net Loss Attributable to Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | $ 2,742,442 | $ 1,536,990 | $ 6,498,404 | $ 6,880,794 |
Net loss attributable to MedoveX | (2,623,663) | $ (1,035,251) | (11,615,750) | $ (2,295,173) |
Medovex Corp [Member] | ||||
Revenues | 28,405 | 63,910 | ||
Net loss attributable to MedoveX | $ (7,203) | $ (1,956,705) |
Business Acquisition - Schedu_5
Business Acquisition - Schedule of Pro Forma Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Revenues | $ 1,743,149 | $ 7,479,567 |
Net loss | (2,417,526) | (6,017,131) |
Net loss attributable to common shareholders | $ (2,547,577) | $ (6,414,241) |
Loss per share- basic and diluted | $ (0.04) | $ (0.11) |
RMS [Member] | ||
Revenues | $ 1,536,990 | $ 6,880,794 |
Net loss | (1,035,251) | (2,295,173) |
Net loss attributable to common shareholders | $ (1,035,251) | $ (2,295,173) |
Loss per share- basic and diluted | $ (0.03) | $ (0.07) |
Medovex Corp [Member] | ||
Revenues | $ 206,159 | $ 598,773 |
Net loss | (1,382,275) | (3,721,958) |
Net loss attributable to common shareholders | $ (1,512,326) | $ (4,119,068) |
Loss per share- basic and diluted | $ (0.06) | $ (0.18) |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 126,250 |
Right-of-use Asset and Lease _3
Right-of-use Asset and Lease Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
Current lease liabilities | $ 481,295 | $ 481,295 | ||
Long-term lease liabilities | 396,424 | 396,424 | ||
Rou assets | 859,134 | 859,134 | ||
Operating lease expense | $ 140,000 | $ 389,000 | ||
Lease, description | Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. | |||
Accounting Standards Update (ASU) No. 2016-02 [Member] | ||||
Current lease liabilities | $ 475,000 | |||
Long-term lease liabilities | 713,000 | |||
Rou assets | $ 1,167,000 |
Right-of-use Asset and Lease _4
Right-of-use Asset and Lease Liability - Schedule of Maturities of Lease Liabilities (Details) | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 138,000 |
2020 | 482,000 |
2021 | 155,000 |
2022 | 103,000 |
2023 | 69,000 |
Total | $ 947,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 28,000 | $ 35,000 | $ 80,000 | $ 84,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property and equipment | $ 666,963 | $ 583,652 |
Less accumulated depreciation | (431,738) | (316,736) |
Property and Equipment, net | 235,225 | 266,916 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 147,870 | 149,285 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Useful Life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Computers and Software [Member] | ||
Property and equipment | $ 361,986 | 278,234 |
Computers and Software [Member] | Minimum [Member] | ||
Useful Life | 3 years | |
Computers and Software [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Property and equipment | $ 157,107 | $ 156,133 |
Useful Life | 15 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Intangible assets, net | $ 3,128,000 | $ 3,128,000 |
Amortization expense | 184,000 | 552,000 |
Medovex Corp [Member] | ||
Accumulated amortization | 552,000 | 552,000 |
Intangible assets, net | $ 3,128,000 | $ 3,128,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2019 | $ 184,000 |
2020 | 736,000 |
2021 | 736,000 |
2022 | 736,000 |
2023 | 736,000 |
Total | $ 3,128,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 13, 2019 | Oct. 28, 2019 | Sep. 26, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 13, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 26, 2019 | Jul. 25, 2019 | Jan. 08, 2019 |
Amount received from related party | $ 2,367,724 | |||||||||||
Short term note received amount | $ 180,000 | |||||||||||
Advance was repaid | $ 66,000 | |||||||||||
Debt converted to equity | $ 114,000 | |||||||||||
Horne Management, LLC [Member] | ||||||||||||
Advance was repaid | $ 350,000 | |||||||||||
Debt, interest rate | 12.00% | |||||||||||
Debt, maturity date | Mar. 26, 2020 | |||||||||||
Increase in interest rate | 15.00% | |||||||||||
Horne Management, LLC [Member] | Subsequent Event [Member] | ||||||||||||
Debt, interest rate | 12.00% | 12.00% | ||||||||||
Debt, maturity date | May 13, 2020 | Apr. 28, 2020 | ||||||||||
Warrants to purchase share of common stock | 400,000 | |||||||||||
Warrants term | 3 years | 3 years | 3 years | |||||||||
Warrant initial exercise price | $ 0.75 | |||||||||||
Increase in interest rate | 15.00% | 15.00% | ||||||||||
Michael Yurkowsky [Member] | ||||||||||||
Officers compensation | $ 0 | 5,000 | ||||||||||
Mr. Raymond Monteleone [Member] | ||||||||||||
Officers compensation | 0 | 5,000 | ||||||||||
Michael Yurkowsky and Raymond Monteleone [Member] | ||||||||||||
Officers compensation | 0 | 10,000 | ||||||||||
Shareholders [Member] | ||||||||||||
Amount received from related party | $ 528,175 | |||||||||||
BioCell Capital Line of Credit [Member] | ||||||||||||
Related party contributions amount | 4,300,000 | |||||||||||
Aforementioned amount | $ 1,856,300 | |||||||||||
CEO [Member] | ||||||||||||
Amount received from related party | 228,175 | |||||||||||
Line of credit | $ 1,856,350 | |||||||||||
Loans payable | $ 900,000 | |||||||||||
Debt, interest rate | 5.50% | |||||||||||
Oral Consulting Arrangement [Member] | Mr. Raymond Monteleone [Member] | ||||||||||||
Advisory service fee | 10,000 | |||||||||||
Audit fees | 5,000 | |||||||||||
Compensation expenses | $ 35,000 | $ 90,000 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Apr. 25, 2019 | Feb. 06, 2019 | Jan. 08, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 25, 2019 | Dec. 31, 2018 | Sep. 28, 2018 | Aug. 08, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Additional paid-in capital | $ 17,368,405 | $ 25,818,913 | $ 25,818,913 | $ 3,566,339 | |||||||||
Accumulated deficit | $ (9,222,022) | (15,987,512) | (15,987,512) | $ (9,296,408) | |||||||||
Proceeds from debt | 277,519 | $ 50,020 | |||||||||||
Cancellation of debt | $ 100,000 | ||||||||||||
Debt instrument converted value | $ 100,000 | 125,937 | |||||||||||
Debt converted into shares | 250,000 | 250,000 | |||||||||||
Conversion price per share | $ 0.36 | ||||||||||||
Number of common stock issued value | 77,364 | 4,419,787 | |||||||||||
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 | 43,499 | |||||||||||
Total expense in compensation | 1,783,886 | ||||||||||||
Stock Option [Member] | |||||||||||||
Compensation expense | $ 1,500 | $ 94,000 | |||||||||||
Number of options fully vested during period | 250,000 | ||||||||||||
Unvested stock options | 9,501 | 9,501 | |||||||||||
Unrecognized compensation cost | $ 2,400 | $ 2,400 | |||||||||||
Weighted average service period | 6 months | ||||||||||||
Convertible Note [Member] | |||||||||||||
Debt instrument face amount | 750,000 | $ 750,000 | |||||||||||
Fair value of notes payable | $ 598,000 | $ 598,000 | |||||||||||
Minimum [Member] | |||||||||||||
Number of common stock issued value | $ 5,650,000 | ||||||||||||
Investors [Member] | |||||||||||||
Number of common stock shares sold | 200,000 | ||||||||||||
Warrant, exercise price | $ 1 | $ 1 | |||||||||||
Sale of stock, price per share | $ 0.50 | 0.50 | |||||||||||
Number of common shares issued, value | $ 100,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Number of shares issued for consulting fees | 150,000 | ||||||||||||
Sale of stock, price per share | $ 0.29 | $ 0.29 | |||||||||||
Stock issued, expense | $ 43,500 | $ 43,500 | |||||||||||
CEO [Member] | |||||||||||||
Debt interest rate | 5.50% | ||||||||||||
CEO [Member] | Restricted Stock Award [Member] | |||||||||||||
Vested percentage | 100.00% | ||||||||||||
Compensation expense | 1,473 | $ 1,786,500 | |||||||||||
Total expense in compensation | 1,690,000 | ||||||||||||
Related to vested amount | 1,690,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Debt instrument face amount | $ 750,000 | $ 750,000 | |||||||||||
Number of common stock shares sold | 15 | ||||||||||||
Debt converted into shares | 1,875,000 | ||||||||||||
Conversion price per share | $ 0.40 | $ 0.40 | |||||||||||
Fair value of notes payable | 598,000 | ||||||||||||
Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||
Debt converted into shares | 18,000,000 | ||||||||||||
Debt interest rate | 12.00% | ||||||||||||
Debt, maturity date | Jan. 8, 2020 | ||||||||||||
Conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||
Percentage for common stock outstanding | 4.99% | ||||||||||||
Penalty interest rate | 18.00% | ||||||||||||
Warrant, exercise price | $ 0.75 | ||||||||||||
Warrant term | 3 years | ||||||||||||
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 units exchanged | 40 | ||||||||||||
Purchase price per share | $ 0.075 | ||||||||||||
Number of common stock shares sold | 50,000 | ||||||||||||
Proceeds from initially offering | $ 8,000,000 | ||||||||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | Convertible Note [Member] | |||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||
Purchase price per share | $ 50,000 | ||||||||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | Minimum [Member] | |||||||||||||
Proceeds from initially offering | $ 1,000,000 | ||||||||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | Maximum [Member] | |||||||||||||
Proceeds from initially offering | $ 6,000,000 | ||||||||||||
Securities Purchase Agreement [Member] | Former Chairman [Member] | |||||||||||||
Number of units exchanged | 4 | ||||||||||||
Debt instrument converted value | $ 200,000 | ||||||||||||
Securities Purchase Agreement [Member] | Mr.Gorlin [Member] | |||||||||||||
Debt converted into shares | 500,000 | ||||||||||||
Securities Purchase Agreement [Member] | Additional Purchasers [Member] | |||||||||||||
Aggregate amount of capital raised | $ 7,200,000 | ||||||||||||
Employment Agreement [Member] | Mr. William Horne [Member] | |||||||||||||
Percentage for common stock outstanding | 7.00% | ||||||||||||
Number of common stock issued value | $ 4,225,634 | ||||||||||||
Shares issued price per share | $ 0.40 | ||||||||||||
Vested percentage | 100.00% | ||||||||||||
Common stock awarded | 4,475,634 | ||||||||||||
Compensation expense | $ 1,690,000 | ||||||||||||
Asset Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||
Debt instrument converted value | $ 200,000 | ||||||||||||
Debt converted into shares | 500,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued for acquisition | 24,717,217 | ||||||||||||
Number of shares converted | 17,263,889 | ||||||||||||
Debt instrument converted value | $ 500 | ||||||||||||
Debt converted into shares | 500,000 | ||||||||||||
Number of common stock issued value | $ 200 | $ 17,700 | |||||||||||
Number of shares issued for consulting fees | 150,000 | ||||||||||||
Number of shares issued for consulting fees, value | $ 150 | ||||||||||||
Warrant [Member] | |||||||||||||
Conversion price per share | $ 0.40 | ||||||||||||
Warrant, exercise price | $ 0.75 | 0.75 | |||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | |||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Conversion price per share | $ 0.40 | ||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | 90% of the Conversion Price [Member] | |||||||||||||
Conversion price per share | $ 0.36 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Number of additional exchange shares issued | 17,264 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Number of shares converted | 636,480 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Number of shares converted | 2,250 | ||||||||||||
Number of common stock shares sold | 9,250 | ||||||||||||
Beneficial conversion feature | $ 33,000 | ||||||||||||
Preferred stock, par value | 0.001 | $ 0.001 | |||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Number of shares converted | 604,167 | ||||||||||||
RMS [Member] | |||||||||||||
Common stock, par value | $ 33,700 | $ 33,700 | |||||||||||
Additional paid-in capital | $ 3,566,000 | $ 3,566,000 | |||||||||||
Accumulated deficit | $ 9,296,000 | $ 9,296,000 | |||||||||||
RMS [Member] | Asset Purchase Agreement [Member] | |||||||||||||
Number of shares issued for acquisition | 33,661 | ||||||||||||
Number of shares converted | 1,000 | ||||||||||||
Number of common stock issued value | $ 5,650,000 | ||||||||||||
Number of additional exchange shares issued | 17,264 | ||||||||||||
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 | ||||||||||||
RMS [Member] | Series C Preferred Stock [Member] | Asset Purchase Agreement [Member] | |||||||||||||
Number of shares issued for acquisition | 39,772 | ||||||||||||
Number of shares converted | 17,263,889 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of Shares Options Outstanding Beginning Balance | shares | |
Number of Shares Options, Assumed with the RMS merger transaction | shares | 557,282 |
Number of Options Granted | shares | 250,000 |
Number of Options Cancelled | shares | (289,774) |
Number of Shares Options Outstanding Ending Balance | shares | 517,508 |
Number of Shares Options Exercisable | shares | 508,007 |
Weighted Average Exercise Price Outstanding Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Assumed with the RMS merger transaction | $ / shares | 2.78 |
Weighted Average Exercise Price Granted | $ / shares | 0.40 |
Weighted Average Exercise Price Cancelled | $ / shares | 2.46 |
Weighted Average Exercise Price Outstanding Ending Balance | $ / shares | 1.81 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 1.81 |
Weighted Average Remaining Term (years) Outstanding, Beginning | 0 years |
Weighted Average Remaining Term (years) Assumed with the RMS merger transaction | 6 years 22 days |
Weighted Average Remaining Term (years) Outstanding, Granted | 9 years 3 months 8 days |
Weighted Average Remaining Term (years) Outstanding, Ending | 7 years 7 months 13 days |
Weighted Average Remaining Term (years) Exercisable | 7 years 7 months 13 days |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Jun. 21, 2019 | Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019EUR (€) |
Biotechnology Agreement [Member] | ||||||
Agreement term | 10 years | |||||
Sub-Lease Agreement [Member] | July 1, 2019 to December 31, 2020 [Member] | ||||||
Minimum rental amount | $ 2,000 | |||||
Consulting Agreement [Member] | ||||||
Consulting fees | 5,000 | |||||
Total incurred expense | $ 10,000 | $ 50,000 | ||||
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 (to becalculated 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 (to becalculated 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. | ||||
Compensation expenses | 37,500 | $ 115,000 | ||||
Consulting Agreement [Member] | Strategos Public Affairs, LLC [Member] | ||||||
Consulting services | 22,500 | 48,500 | ||||
Consulting Agreement [Member] | Goldin Solutions [Member] | ||||||
Total incurred expense | $ 54,000 | 54,000 | ||||
Term of Agreement | 6 months | |||||
Oral Consulting Arrangement [Member] | St. Louis Family Office, LLC [Member] | ||||||
Consulting fees | $ 0 | 71,000 | ||||
Advisory service fee | $ 10,000 | |||||
Distribution Center and Logistic Services Agreement [Member] | ||||||
Total incurred expense | 10,080 | 40,080 | ||||
Audit fees | 5,000 | |||||
Distribution Center and Logistic Services Agreement [Member] | Minimum [Member] | ||||||
Audit fees | 2,300 | |||||
Distribution Center and Logistic Services Agreement [Member] | Maximum [Member] | ||||||
Audit fees | $ 8,300 | |||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | ||||||
Audit fees | € | € 4,500 | |||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Minimum [Member] | ||||||
Audit fees | € | 1,900 | |||||
Distribution Center and Logistic Services Agreement [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 | 0 | $ 1,100 | ||||
Management Services Agreements [Member] | ||||||
Total guaranteed payments | $ 42,000 | $ 105,000 |
Short Term Debt (Details Narrat
Short Term Debt (Details Narrative) - USD ($) | Feb. 06, 2019 | Feb. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 08, 2019 | Dec. 31, 2018 |
Interest expense | $ 80,092 | $ 50,281 | $ 259,436 | $ 121,200 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Market value of common stock | $ 0.36 | |||||||
Proceeds from issuance of note payable | $ 1,250,000 | |||||||
Proceeds from warrants | 2,663,797 | |||||||
Number of shares issued on conversion | 250,000 | 250,000 | ||||||
Proceeds from debt | $ 100,000 | 200,000 | ||||||
Debt conversion convertible outstanding | $ 750,000 | |||||||
Convertible Debt [Member] | ||||||||
Interest expense | 50,000 | 121,000 | ||||||
Promissory Note [Member] | ||||||||
Interest expense | $ 400 | 2,500 | ||||||
Monthly installment amount | $ 5,700 | |||||||
Debt instrument interest rate | 5.00% | 5.00% | ||||||
Debt, maturity date | Mar. 1, 2021 | |||||||
Debt principal amount | $ 95,000 | $ 95,000 | ||||||
Notes Payable | $ 95,000 | $ 95,000 | $ 99,000 | |||||
Accrued interest | $ 3,000 | |||||||
Short-term Convertible Notes Payable [Member] | ||||||||
Market value of common stock | $ 0.36 | $ 0.36 | ||||||
Number of shares issued on conversion | 1,875,000 | |||||||
Deemed dividend | $ 288,000 | |||||||
Short-term Extension Note [Member] | ||||||||
Debt principal amount | $ 479,000 | 479,000 | ||||||
Notes Payable | 350,000 | 350,000 | ||||||
Fees and penalties | 80,000 | 80,000 | ||||||
Accrued interest | 49,000 | 49,000 | ||||||
Third Noteholder [Member] | ||||||||
Debt principal amount | 425,000 | 425,000 | ||||||
Notes Payable | 300,000 | 300,000 | ||||||
Fees and penalties | 85,000 | 85,000 | ||||||
Accrued interest | 40,000 | 40,000 | ||||||
One Year Extended Note [Member] | ||||||||
Debt principal amount | 775,000 | 775,000 | ||||||
Notes Payable | 350,000 | $ 350,000 | ||||||
Number of warrants issued | 424,000 | |||||||
Fair value of warrants | $ 106,000 | |||||||
Short-term Extension Note Plus [Member] | ||||||||
Notes Payable | 425,000 | 425,000 | ||||||
Finance Agreement [Member] | ||||||||
Insurance premium finance payments due | 18,000 | 18,000 | ||||||
Insurance premium finance payments, remaining balance | 114,000 | 114,000 | $ 31,000 | |||||
Interest expense | $ 2,000 | $ 0 | $ 4,300 | $ 0 | ||||
Finance Agreement [Member] | Minimum [Member] | ||||||||
Insurance premium finance annual percentage | 7.00% | 7.00% | ||||||
Finance Agreement [Member] | Maximum [Member] | ||||||||
Insurance premium finance annual percentage | 12.80% | 12.80% | ||||||
Securities Purchase Agreement [Member] | ||||||||
Debt principal amount | $ 750,000 | $ 750,000 | ||||||
Market value of common stock | $ 0.40 | $ 0.40 | ||||||
Proceeds from issuance of note payable | $ 505,424 | |||||||
Proceeds from warrants | $ 244,576 | |||||||
Number of shares issued on conversion | 1,875,000 | |||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||
Interest expense | $ 24,000 | $ 151,900 | ||||||
Number of common stock shares sold, value | $ 750,000 | |||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | ||||||
Conversion of common stock, percentage | 12.00% | |||||||
Common stock, par value | 0.001 | $ 0.001 | ||||||
Market value of common stock | $ 0.40 | $ 0.40 | ||||||
Debt 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 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. | |||||||
Warrant term | 3 years | 3 years | ||||||
Warrant, exercise price | $ 0.75 | $ 0.75 | ||||||
Unpaid accrued interest related debt | $ 19,300 | $ 60,500 | ||||||
Securities Purchase Agreement [Member] | Short-term Convertible Notes Payable [Member] | ||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Market value of common stock | $ 0.40 | $ 0.40 | ||||||
Warrant term | 3 years | 3 years | ||||||
Warrant, exercise price | $ 0.75 | $ 0.75 |
Derivative Liability Warrants (
Derivative Liability Warrants (Details Narrative) - USD ($) | 1 Months Ended | |
May 31, 2018 | Sep. 30, 2019 | |
Fair value of the derivative liability | $ 332,000 | |
Cumulative changes in fair value | 884,000 | |
Series B Warrants [Member] | ||
Fair value of the derivative liability | $ 1,200,000 | |
Securities Purchase Agreement [Member] | ||
Stock isssued during period | 108,250 | |
Warrant purchase | 2,312,500 | |
Warrant term | 3 years | |
Warrant upper exercise price | $ 0.75 | |
Warrant lower exercise price | $ 0.40 | |
Additional warrant issued | $ 2,023,438 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) | 9 Months Ended | |
Sep. 30, 2019$ / sharesshares | ||
Equity [Abstract] | ||
Number of Shares, Warrants Outstanding Beginning | shares | 12,108,743 | |
Number of Shares, Warrants Issued | shares | 20,647,437 | |
Number of Shares, Warrants Outstanding and Exercisable Ending | shares | 32,756,180 | |
Weighted Average Exercise Price Outstanding | $ / shares | $ 1.38 | |
Weighted Average Exercise Price Warrants Issued | $ / shares | 0.72 | |
Weighted Average Exercise Price Outstanding | $ / shares | $ 0.96 | [1],[2] |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 9 months 11 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Issued | 2 years 4 months 9 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 1 month 24 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 | Feb. 06, 2019 | May 31, 2018 |
Conversion price per share | $ 0.36 | |||
Warrant [Member] | ||||
Warrant initial exercise price | $ 0.75 | $ 0.75 | ||
Conversion price per share | 0.40 | |||
Warrant adjusted downward per share | $ 0.40 | |||
Warrant equity percentage | 90.00% | 90.00% | ||
Maximum [Member] | Warrant [Member] | ||||
Warrant initial exercise price | $ 0.75 | $ 0.75 | ||
May 2018 Private Placement [Member] | ||||
Warrant initial exercise price | $ 0.75 | |||
May 2018 Private Placement [Member] | Maximum [Member] | ||||
Warrant initial exercise price | $ 0.75 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) | 9 Months Ended | |
Sep. 30, 2019$ / shares | ||
Private Placement 1/08/2019 [Member] | ||
H-CYTE Stock Price | $ 0.40 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.24 | |
Life of Warrant | 3 years | |
Private Placement 1/08/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.57 | |
Private Placement 1/08/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 115.08 | |
Antidilution Provision 1/08/2019 [Member] | ||
H-CYTE Stock Price | $ 0.40 | [1] |
Exercise Price of Warrant | 0.40 | [1] |
Warrant Grant Date Fair Value | $ 0.28 | [1] |
Life of Warrant | 3 years | [1] |
Antidilution Provision 1/08/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.57 | [1] |
Antidilution Provision 1/08/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 115.08 | [1] |
Private Placement 1/18/2019 [Member] | ||
H-CYTE Stock Price | $ 0.40 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.23 | |
Life of Warrant | 3 years | |
Private Placement 1/18/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.60 | |
Private Placement 1/18/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 114.07 | |
Private Placement 1/25/2019 [Member] | ||
H-CYTE Stock Price | $ 0.59 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.38 | |
Life of Warrant | 3 years | |
Private Placement 1/25/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.43 | |
Private Placement 1/25/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.72 | |
Private Placement 1/31/2019 [Member] | ||
H-CYTE Stock Price | $ 0.54 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.34 | |
Life of Warrant | 3 years | |
Private Placement 1/31/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.43 | |
Private Placement 1/31/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.47 | |
Private Placement 2/7/2019 [Member] | ||
H-CYTE Stock Price | $ 0.57 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.36 | |
Life of Warrant | 3 years | |
Private Placement 2/7/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.46 | |
Private Placement 2/7/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.23 | |
Private Placement 2/22/2019 [Member] | ||
H-CYTE Stock Price | $ 0.49 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.30 | |
Life of Warrant | 3 years | |
Private Placement 2/22/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.46 | |
Private Placement 2/22/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.34 | |
Private Placement 3/1/2019 [Member] | ||
H-CYTE Stock Price | $ 0.52 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.33 | |
Life of Warrant | 3 years | |
Private Placement 3/1/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.54 | |
Private Placement 3/1/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.42 | |
Private Placement 3/8/2019 [Member] | ||
H-CYTE Stock Price | $ 0.59 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.38 | |
Life of Warrant | 3 years | |
Private Placement 3/8/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.43 | |
Private Placement 3/8/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.53 | |
Private Placement 3/11/2019 [Member] | ||
H-CYTE Stock Price | $ 0.61 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.40 | |
Life of Warrant | 3 years | |
Private Placement 3/11/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.45 | |
Private Placement 3/11/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.62 | |
Private Placement 3/26/2019 [Member] | ||
H-CYTE Stock Price | $ 0.51 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.32 | |
Life of Warrant | 3 years | |
Private Placement 3/26/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.18 | |
Private Placement 3/26/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 113.12 | |
Private Placement 3/28/2019 [Member] | ||
H-CYTE Stock Price | $ 0.51 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.31 | |
Life of Warrant | 3 years | |
Private Placement 3/28/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.18 | |
Private Placement 3/28/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 112.79 | |
Private Placement 3/29/2019 [Member] | ||
H-CYTE Stock Price | $ 0.51 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.31 | |
Life of Warrant | 3 years | |
Private Placement 3/29/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.21 | |
Private Placement 3/29/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 112.79 | |
Private Placement 4/4/2019 [Member] | ||
H-CYTE Stock Price | $ 0.48 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.29 | |
Life of Warrant | 3 years | |
Private Placement 4/4/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 2.29 | |
Private Placement 4/4/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 112.77 | |
Private Placement 7/15/2019 [Member] | ||
H-CYTE Stock Price | $ 0.53 | |
Exercise Price of Warrant | 1 | |
Warrant Grant Date Fair Value | $ 0.31 | |
Life of Warrant | 3 years | |
Private Placement 7/15/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 1.80 | |
Private Placement 7/15/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 115.50 | |
Convertible Debt Extension 9/18/2019 [Member] | ||
H-CYTE Stock Price | $ 0.40 | |
Exercise Price of Warrant | 0.75 | |
Warrant Grant Date Fair Value | $ 0.25 | |
Life of Warrant | 3 years | |
Convertible Debt Extension 9/18/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant Input, Percentage | 1.72 | |
Convertible Debt Extension 9/18/2019 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrant Input, Percentage | 122.04 | |
[1] | The Company had warrants that triggered the required issuance of an additional 2,023,438 warrants as a result of the Company's capital raise that gave those new investors a $0.40 per share investment price which required the old warrant holders to receive additional warrants since their price was $0.75 per share. |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) (Parenthetical) - Antidilution Provision 1/08/2019 [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / shares | |
Additional warrant | $ | $ 2,023,438 |
Investment price | $ 0.04 |
Warrant initial exercise price | $ 0.75 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | Nov. 13, 2019 | Oct. 28, 2019 | Oct. 26, 2019 | Sep. 26, 2019 | Jun. 07, 2019 | Feb. 06, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 26, 2019 | Jul. 26, 2019 | Jul. 25, 2019 | Mar. 31, 2019 |
Net loss | $ 2,623,663 | $ 1,035,251 | $ 11,615,750 | $ 2,295,173 | ||||||||||
Additional cash raised | 7,100,000 | |||||||||||||
Cash raised through debt conversion | $ 100,000 | 200,000 | ||||||||||||
Share price per share | $ 0.40 | |||||||||||||
Horne Management, LLC [Member] | ||||||||||||||
Debt interest rate | 12.00% | |||||||||||||
Debt, Maturity Date | Mar. 26, 2020 | |||||||||||||
Debt increased percentage of interest | 15.00% | |||||||||||||
Two Promissory Notes [Member] | ||||||||||||||
Debt interest rate | 5.50% | 5.50% | ||||||||||||
Two Promissory Notes [Member] | Horne Management, LLC [Member] | ||||||||||||||
Debt principal amount | $ 900,000 | $ 900,000 | ||||||||||||
Promissory Notes [Member] | Horne Management, LLC [Member] | ||||||||||||||
Debt principal amount | $ 350,000 | |||||||||||||
Debt interest rate | 12.00% | |||||||||||||
Debt, Maturity Date | Mar. 26, 2020 | |||||||||||||
Debt increased percentage of interest | 15.00% | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Debt principal amount | 650,000 | $ 650,000 | ||||||||||||
Debt maturity date description | matured in August and September 2019 | |||||||||||||
Convertible Promissory Notes [Member] | Series D Security Purchase Agreement [Member] | ||||||||||||||
Debt principal amount | 904,000 | $ 904,000 | ||||||||||||
Debt maturity date description | The Company also reached an extension with the third noteholder which extended the maturity date of the loan for one year, until September 30, 2020 | |||||||||||||
Fees and penalties | $ 80,000 | |||||||||||||
Convertible Promissory Notes [Member] | Extension of Loan [Member] | Series D Security Purchase Agreement [Member] | ||||||||||||||
Fees and penalties | $ 125,000 | |||||||||||||
New Private Placements [Member] | ||||||||||||||
Private placement offering amount | $ 8,500,000 | $ 100,000 | ||||||||||||
Warrant description | The Board of Directors approved a new private placements securities offering up to $8,500,000 of Common Stock at a price of $0.50 per share, and a three-year warrant to purchase such number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issuable as part of this Agreement (the "Warrants"), at an exercise price of $1.00 per share. | |||||||||||||
Share price per share | $ 0.50 | |||||||||||||
Warrant term | 3 years | |||||||||||||
Warrant, exercise price | $ 1 | |||||||||||||
Subsequent Event [Member] | Horne Management, LLC [Member] | ||||||||||||||
Warrant term | 3 years | 3 years | 3 years | |||||||||||
Warrant, exercise price | $ 0.75 | |||||||||||||
Debt principal amount | $ 235,000 | $ 150,000 | ||||||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||||||
Debt, Maturity Date | May 13, 2020 | Apr. 28, 2020 | ||||||||||||
Debt increased percentage of interest | 15.00% | 15.00% | ||||||||||||
Subsequent Event [Member] | Horne Management, LLC [Member] | Lender [Member] | ||||||||||||||
Share price per share | $ 0.75 | $ 0.75 | $ 0.75 | |||||||||||
Warrant term | 3 years | |||||||||||||
Warrant issued for purchase of common stock | 268,571 | 171,429 | 400,000 | |||||||||||
Subsequent Event [Member] | New Private Placements [Member] | Series D Preferred Stock [Member] | ||||||||||||||
Private placement offering amount | $ 9,750,000 | |||||||||||||
Warrant description | The terms of this offering are up to $9,750,000 to be raised at $.41 per share with 100% warrant coverage at $.75 per share for a term of ten (10) years. The Series D Preferred will carry an annual 8% cumulative dividend payable upon a liquidation or redemption. For any other dividends, the Series D Preferred will participate with Common Stock on an as-converted basis. | |||||||||||||
Share price per share | $ 0.41 | |||||||||||||
Warrant term | 10 years | |||||||||||||
Warrant, exercise price | $ 0.75 | |||||||||||||
Preferred stock dividend rate, percentage | 8.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 13, 2019 | Oct. 28, 2019 | Sep. 26, 2019 | Nov. 26, 2019 | Mar. 31, 2019 |
Share price per share | $ 0.40 | ||||
Horne Management, LLC [Member] | |||||
Debt interest rate | 12.00% | ||||
Debt, Maturity Date | Mar. 26, 2020 | ||||
Debt increased percentage of interest | 15.00% | ||||
Subsequent Event [Member] | Horne Management, LLC [Member] | |||||
Debt principal amount | $ 235,000 | $ 150,000 | |||
Debt interest rate | 12.00% | 12.00% | |||
Debt, Maturity Date | May 13, 2020 | Apr. 28, 2020 | |||
Warrants term | 3 years | 3 years | 3 years | ||
Debt increased percentage of interest | 15.00% | 15.00% | |||
Subsequent Event [Member] | Horne Management, LLC [Member] | Lender [Member] | |||||
Warrants term | 3 years | ||||
Warrant issued for purchase of common stock | 268,571 | 171,429 | 400,000 | ||
Share price per share | $ 0.75 | $ 0.75 | $ 0.75 |