Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 10, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | PAVmed Inc. | ||
Entity Central Index Key | 0001624326 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,800,000 | ||
Entity Common Stock, Shares Outstanding | 44,133,745 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 6,219,231 | $ 8,222,119 |
Prepaid expenses and other current assets | 328,284 | 238,040 |
Total current assets | 6,547,515 | 8,460,159 |
Other assets | 692,937 | 36,271 |
Total assets | 7,240,452 | 8,496,430 |
Current liabilities | ||
Accounts payable | 2,352,809 | 1,738,837 |
Accrued expenses and other current liabilities | 1,386,773 | 1,330,746 |
Total current liabilities | 11,878,582 | 10,972,583 |
Total liabilities | 11,878,582 | 10,972,583 |
COMMITMENT AND CONTINGENCIES (NOTE 9) | ||
Stockholders' Equity (Deficit) | ||
Common Stock, par value, $0.001; 100,000,000 shares authorized, 40,478,861 and 27,142,979 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 40,479 | 27,143 |
Additional paid-in capital | 47,553,977 | 32,619,282 |
Accumulated deficit | (53,714,751) | (36,992,911) |
Total PAVmed Inc. stockholders' equity (deficit) | (3,823,851) | (2,314,641) |
Noncontrolling interest in majority-owned subsidiaries | (814,279) | (161,512) |
Total deficit | (4,638,130) | (2,476,153) |
Total Liabilities and Equity (Deficit) | 7,240,452 | 8,496,430 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, par value $0.001, 20,000,000 shares authorized; | 2,296,444 | 2,031,845 |
Senior Secured Convertible Note Issued on December 27, 2018 [Member] | ||
Current liabilities | ||
Senior Secured Convertible Note issued at fair value, face value principal at December 31, 2019 and 2018, respectively | 1,700,000 | 7,903,000 |
Senior Secured Convertible Note Issued on November 4, 2019 [Member] | ||
Current liabilities | ||
Senior Secured Convertible Note issued at fair value, face value principal at December 31, 2019 and 2018, respectively | $ 6,439,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,478,861 | 27,142,979 |
Common stock, shares outstanding | 40,478,861 | 27,142,979 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,158,209 | 1,069,941 |
Preferred stock, shares outstanding | 1,158,209 | 1,069,941 |
Senior Secured Convertible Note Issued on December 27, 2018 [Member] | ||
Debt principal value | $ 1,692,000 | $ 7,750,000 |
Senior Secured Convertible Note Issued on November 4, 2019 [Member] | ||
Debt principal value | $ 7,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Revenue | |||
General and administrative expenses | 7,664,965 | 6,310,206 | |
Research and development expenses | 6,630,330 | 4,252,999 | |
Total operating expenses | 14,295,295 | 10,563,205 | |
Loss from operations | (14,295,295) | (10,563,205) | |
Other income (expense) | |||
Interest expense | (32,667) | (2,392,447) | |
Debt extinguishments | (1,831,316) | (1,408,296) | |
Change in fair value - Senior Secured Convertible Note | (558,599) | (903,000) | |
Offering costs - issue of Senior Secured Convertible Notes | (550,254) | (614,940) | |
Modification - Series Z Warrant Agreement | (1,140,995) | ||
Series A and Series A-1 Exchange Offer - March 15, 2018 - incremental fair value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants | (349,796) | ||
Series W Warrants Exchange Offer - April 5, 2018 - incremental fair value - Series Z Warrants issued-upon-exchange of Series W Warrants | (766,456) | ||
Unit Purchase Options (UPOs) Exchange Offer - August 22, 2018 - incremental fair value - UPO-Z issued-upon-exchange of UPO-W | (2,120) | ||
Change in fair value - Series A Warrants derivative liability | (96,480) | ||
Change in fair value - Series A Convertible Preferred Stock conversion option derivative liability | 64,913 | ||
Other income (expense), net | (2,972,836) | (7,609,617) | |
Loss before provision for income tax | (17,268,131) | (18,172,822) | |
Provision for income taxes | |||
Net loss - before noncontrolling interest | (17,268,131) | (18,172,822) | |
Net loss attributable to noncontrolling interest | 810,890 | 204,072 | |
Net loss - attributable to PAVmed Inc. | (16,457,241) | (17,968,750) | |
Less: Series B Convertible Preferred Stock dividends earned | (269,895) | (203,123) | |
Less: Series A-1 Convertible Preferred Stock dividends earned | (25,148) | ||
Less: Series A Convertible Preferred Stock dividends earned | [1] | (26,487) | |
Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock | (726,531) | ||
Series A and Series A-1 Exchange Offer - March 15, 2018 - increase to additional paid-in capital - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock | 199,241 | ||
Net loss attributable to PAVmed Inc. common stockholders | $ (16,727,136) | $ (18,750,798) | |
Net loss per share - attributable to PAVmed Inc. - basic and diluted | $ (0.54) | $ (0.81) | |
Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted | $ (0.55) | $ (0.84) | |
Weighted average common shares outstanding - basic and diluted | [2],[3] | 30,197,458 | 22,276,347 |
[1] | The convertible preferred stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: with respect to the Series B Convertible Preferred Stock, for the year ended December 31, 2019 and from March 16, 2018 to December 31, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; | ||
[2] | Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2019 and 2018 include the shares of the Company issued and outstanding during the year ended December 31, 2019, and during the year ended December 31, 2019, the Series S Warrants for the period February 1, 2019 to December 31, 2019 (as discussed herein below), each on a weighted average basis. The basic weighted average number of shares outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. | ||
[3] | The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company's net loss per share calculation for the periods indicated. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Series A Convertible Preferred Stock and Equity (Deficit) - USD ($) | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 1,032,650 | $ 14,551 | $ 14,012,053 | $ (17,907,611) | $ (2,848,357) | |||
Balance, shares at Dec. 31, 2017 | 249,667 | 357,259 | 14,551,234 | |||||
Underwritten public offering of common stock, net of offering cost | $ 2,650 | 4,272,011 | $ 4,274,661 | |||||
Underwritten public offering of common stock, net of offering cost, shares | 2,649,818 | 2,649,818 | ||||||
Equity Subscription Rights Offering, net of offering cost | $ 9,000 | 9,202,326 | $ 9,211,326 | |||||
Equity Subscription Rights Offering, net of offering cost, shares | 9,000,000 | |||||||
Debt extinguishment | $ 600 | 549,840 | 550,440 | |||||
Debt extinguishment, shares | 600,000 | |||||||
Exercise - common stock purchase warrant, net of offering costs | $ 309 | 20,604 | 20,913 | |||||
Exercise - common stock purchase warrant, net of offering costs, shares | 308,602 | |||||||
Exchange Offer - March 15, 2018 | $ 1,707,244 | $ (1,032,650) | 1,406,640 | (726,531) | 1,354,703 | |||
Exchange Offer - March 15, 2018, shares | (249,667) | 975,568 | (357,259) | |||||
Exchange Offer - April 5, 2018 | 766,456 | 766,456 | ||||||
Series Z Warrant Modification | 1,140,995 | 1,140,995 | ||||||
Exchange Offer - UPOs | 2,120 | 2,120 | ||||||
Common stock issued - conversion Series B Convertible Preferred Stock | $ (58,319) | $ 33 | 58,286 | |||||
Common stock issued - conversion Series B Convertible Preferred Stock, shares | (33,325) | 33,325 | ||||||
Series B Convertible Preferred Stock Dividends | $ 382,920 | (382,920) | ||||||
Series B Convertible Preferred Stock Dividends, shares | 127,698 | |||||||
Series A Convertible Preferred Stock Dividends | (7,099) | (7,099) | ||||||
Series A Convertible Preferred Stock Dividends, shares | ||||||||
Issue of common stock of majority-owned subsidiary | 1,812 | 1,812 | ||||||
Stock-based compensation | 1,175,466 | 1,175,466 | ||||||
Stock-based compensation of majority-owned subsidiary | 12,485 | 40,748 | 53,233 | |||||
Net loss | (17,968,750) | (204,072) | (18,172,822) | |||||
Balance at Dec. 31, 2018 | $ 2,031,845 | $ 27,143 | 32,619,282 | (36,992,911) | (161,512) | $ (2,476,153) | ||
Balance, shares at Dec. 31, 2018 | 1,069,941 | 27,142,979 | ||||||
Underwritten public offering of common stock, net of offering cost, shares | 5,480,000 | |||||||
Common stock issued - conversion Series B Convertible Preferred Stock | $ 7,773 | 8,081,391 | $ 8,089,164 | |||||
Common stock issued - conversion Series B Convertible Preferred Stock, shares | 7,773,110 | |||||||
Series B Convertible Preferred Stock Dividends | $ 264,599 | (264,599) | ||||||
Series B Convertible Preferred Stock Dividends, shares | 88,268 | |||||||
Stock-based compensation | 1,396,707 | 1,396,707 | ||||||
Stock-based compensation of majority-owned subsidiary | 15,822 | 158,123 | 173,945 | |||||
Issue common stock in registered offerings, net of offering cost | $ 5,480 | 5,373,422 | 5,378,902 | |||||
Issue common stock in registered offerings, net of offering cost, shares | 5,480,000 | |||||||
Issue of common stock upon partial conversions of Senior Secured Convertible Debt issued December 27, 2018 | $ 7,773 | 8,081,391 | 8,089,164 | |||||
Issue of common stock upon partial conversions of Senior Secured Convertible Debt issued December 27, 2018, shares | 7,773,110 | |||||||
Issue common stock under employee stock purchase plan | $ 83 | 67,353 | $ 67,436 | |||||
Issue common stock under employee stock purchase plan , shares | 82,772 | 82,772 | ||||||
Net loss | (16,457,241) | (810,890) | $ (17,268,131) | |||||
Balance at Dec. 31, 2019 | $ 2,296,444 | $ 40,479 | $ 47,553,977 | $ (53,714,751) | $ (814,279) | $ (4,638,130) | ||
Balance, shares at Dec. 31, 2019 | 1,158,209 | 40,478,861 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss - before noncontrolling interest ("NCI") | $ (17,268,131) | $ (18,172,822) |
Adjustments to reconcile net loss - before NCI to net cash used in operating activities | ||
Depreciation expense | 14,226 | 9,790 |
Stock-based compensation | 1,570,652 | 1,228,699 |
Interest expense added to principal of Senior Secured Note | 591,574 | |
Interest expense - amortization of debt discount - Senior Secured Note | 1,606,302 | |
Debt extinguishment - Senior Secured Convertible Notes | 1,831,317 | |
Debt extinguishment - Senior Secured Note | 1,408,296 | |
Change in fair value - Senior Secured Convertible Notes | 558,599 | 903,000 |
Modification expense - Series Z Warrant | 1,140,995 | |
Series A and Series A-1 Exchange Offer - March 15, 2018 | 349,796 | |
Series W Warrants Exchange Offer - April 5, 2018 | 766,456 | |
Unit Purchase Options Exchange Offer - August 22, 2018 | 2,120 | |
Change in fair value - Series A Warrants derivative liability | 96,480 | |
Change in fair value - Series A Convertible Preferred Stock conversion option derivative liability | (64,913) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (90,244) | (149,573) |
Accounts payable | 613,283 | 872,111 |
Accrued expenses and other current liabilities | 56,027 | 623,782 |
Deposits - Long-Term | (643,000) | |
Net cash flows used in operating activities | (13,357,271) | (8,787,907) |
Cash flows from investing activities | ||
Purchase of equipment | (27,203) | (26,609) |
Net cash flows used in investing activities | (27,203) | (26,609) |
Cash flows from financing activities | ||
Proceeds - issue of Senior Secured Convertible Note | 7,000,000 | |
Repayment of debt - Senior Secured Note | (5,000,000) | |
Proceeds - issue of units in an equity subscription rights offering | 9,437,000 | |
Payment - offering costs - equity subscription rights offering | (225,674) | |
Proceeds - issue of common stock in an underwritten public offering | 4,388,099 | |
Payment - offering costs - underwritten public offering | (113,438) | |
Proceeds - issue of common stock of majority-owned subsidiary | 1,812 | |
Proceeds - issue of common stock- registered offerings | 5,480,000 | |
Payment - offering costs - registered offerings | (101,098) | |
Proceeds - issue of Senior Convertible Note | 6,300,000 | |
Payment - issue of Senior Convertible Note | (85,750) | |
Payment - issue of Senior Convertible Note - non-installment | (279,002) | |
Proceeds - issue of common stock under employee stock purchase plan | 67,436 | |
Payment - Series A Convertible Preferred Stock Dividends | (7,099) | |
Proceeds - issue of common stock upon exercise of warrants, net | 20,913 | |
Net cash flows provided by financing activities | 11,381,586 | 15,501,613 |
Net increase (decrease) in cash | (2,002,888) | 6,687,097 |
Cash, beginning of period | 8,222,119 | 1,535,022 |
Cash, end of period | $ 6,219,231 | $ 8,222,119 |
The Company and Description of
The Company and Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Description of the Business | Note 1 — The Company and Description of the Business PAVmed Inc. (“PAVmed” or the “Company”) is a highly-differentiated multi-product technology medical device company organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business model focused on capital efficiency and speed to market. The Company is focused on advancing its lead products towards regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management team. The Company operates in one segment as a medical device company. On May 8, 2018, Lucid Diagnostics Inc. (“Lucid”) a majority-owned subsidiary of the Company, was incorporated in the State of Delaware. On May 12, 2018, Lucid Diagnostics Inc. entered into the “EsoGuard License Agreement” with Case Western Reserve University (“CWRU”), with respect to the “EsoGuard Technology”. See Note 7, Agreements Related to Acquired Intellectual Property Rights On October 7, 2019, Solys Diagnostics Inc. (“Solys”) a majority-owned subsidiary of the Company, was incorporated in the State of Delaware. Upon formation, Solys Diagnostics Inc. entered into a research and development license agreement with Liquid Sensing, Inc., a subsidiary of Airware, Inc., each an unrelated-third-party, under which was granted to Solys Diagnostics Inc. a perpetual worldwide license to develop and commercialize products based on intellectual property portfolio covering the use of “Nondispersive Infrared” (“NDIR”) laser technology with respect to the potential development of technology to noninvasively measure interstitial concentrations of glucose or other substances through the skin. PAVmed Inc. and Airware Inc. have entered into a shareholder’s agreement which, among other customary terms, limits certain transfers of their respective ownership interests in Solys Diagnostics Inc. See Note 7, Agreements Related to Acquired Intellectual Property Rights To date, the Company has not recognized revenue. The ability to generate revenue depends upon the Company’s ability to successfully complete the development, obtain regulatory approval, and to initiate commercialization of its product candidates. The only product to obtain regulatory clearance to date is EsoCheck, which has received 510(k) marketing clearance from the FDA as a generic esophageal cell collection device. In late December 2019 EsoGuard completed CLIA/CAP certification as a Laboratory Developed Test (LDT) making it commercially available at Lucid’s contract diagnostic laboratory service provider in California. Our current research and development activities are focused principally on obtaining FDA approval and clearance and initializing commercialization of the other lead products in our product portfolio pipeline, such as EsoGuard IVD, CarpX and PortIO, while advancing DisappEAR and NextFlo through development. The Company will also engage in research and development activities on other product candidates commensurate with the Company’s available capital resources. The Company plans to incur research and development expenses for the foreseeable future from the continued development of its current and future product candidates. The Company has financed its operations principally through the issuances of its common stock, preferred stock, warrants, and debt, including: proceeds from private offerings of its common stock and common stock purchase warrants prior to the April 8, 2016 closing of its IPO; proceeds from the April 28, 2016 closing of the IPO; and, subsequent issue of shares of convertible preferred stock and common stock purchase warrants in private placements, the issue of shares of common stock of the Company and common stock purchase warrants under effective registration statements; and the issue of debt. See Note 12, Debt, Preferred Stock, Stockholders’ Equity and Common Stock Purchase Warrants . PAVmed and its subsidiaries have proprietary rights to the trademarks used herein, including, among others, PAVmed™, Lucid Diagnostics™, Caldus™, CarpX™, DisappEAR™, EsoCheck™, EsoGuard™, EsoCheck Cell Collection Device™, EsoCure Esophageal Ablation Device™, NextCath™, NextFlo™, PortIO™, and “Innovating at the Speed of Life” ™. Solely as a matter of convenience, trademarks and trade names referred to herein may or may not be accompanied with the requisite marks of “™” or “®”, however, the absence of such marks is not intended to indicate, in any way, PAVmed Inc. or its subsidiaries will not assert, to the fullest extent possible under applicable law, their respective rights to such trademarks and trade names. |
Liquidity and Going
Liquidity and Going | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going | Note 2 — Liquidity and Going Concern The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern The Company is an early stage and emerging growth company and is subject-to the corresponding risk of such companies. Since inception the Company has not generated any revenues and has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until it completes the development process and regulatory approvals of its products, and thereafter begins to commercialize and achieve substantial marketplace acceptance for its products. The Company incurred a net loss attributable to PAVmed Inc. common stockholders of approximately $16.7 million and had net cash flows used in operating activities of approximately $13.4 million for the year ended December 31, 2019. As of December 31, 2019, the Company had negative working capital of approximately $5.3 million, with such working capital inclusive of the Senior Secured Convertible Notes classified as a current liability of an aggregate of approximately $8.1 million and approximately $6.2 million of cash. The Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating activities and may continue to incur operating losses for the next several years as it completes the development of its products, seeks regulatory approvals and clearances of such products, and begin to commercially market such products. These factors, which have existed since inception, are expected to continue, and raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has a controlling financial interest in Lucid Diagnostics Inc. and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated equity (deficit), including the recognition in the consolidated statement of operations of the net loss attributable to the noncontrolling interest based on the respective minority interest ownership of each respective entity. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the fair value of each of: debt obligations, common stock purchase warrants, and derivative liabilities. Additional significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such judgements, assumptions, and accounting estimates, the actual financial statement results could differ materially from such accounting estimates and assumptions. JOBS Act EGC Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising additional capital, refinance the debt upon maturity, obtaining regulatory approvals for its products currently under development, commercializing and generating revenues from products currently under development, and continuing to control expenses. However, there is no assurance the Company will be successful in these efforts. A failure to raise sufficient capital, refinance the debt upon maturity, obtain regulatory approvals and clearances for the Company’s products, generate sufficient product revenues, or control expenditures, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives, and therefore, raises substantial doubt of the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with FASB ASC Topic 730-10-55, “Research and Development”, expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the FDA, are charged to research and development expense as incurred. Future contract milestone payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. Stock-Based Compensation Stock-based awards are made to employees, members of its board of directors, and non-employees, under each of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. The stock-based awards granted to employees and members of the Company’s board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation Equity-Based Payments to Non-Employees The Company measures stock-based compensation of stock-based awards granted to employees and members of its board of directors using the grant-date estimated fair value of the stock-based award and recognizes such estimated fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the respective vested stock-based award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of their respective vesting date. The fair value of vested non-employee stock options is not subject-to- further remeasurement at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date, until such time when the stock options vest, at which time the fair value is fixed, as noted above. The estimated fair value of stock-based awards granted to non-employees is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective non-employee stock-based award, with such straight-line recognition adjusted so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the respective vested stock-based award. Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2019, and December 31, 2018, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. Fair Value Option (“FVO”) Election The Company accounts for the Senior Secured Convertible Notes issued November 4, 2019 (Series A and Series B) and the Senior Secured Convertible Note issued December 27, 2018, under the “fair value option” election of ASC 825, Financial Instruments The Senior Secured Convertible Notes noted above are each a debt host financial instrument containing embedded features and /or options which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging The estimated fair value adjustment, as required by ASC 825-10-45-5, is recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying consolidated statement of operations. With respect to each of the above Senior Secured Convertible Note, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the accompanying consolidated statement of operations. Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for the amount of estimated income tax payable and /or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2019 and 2018. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2019 the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of December 31, 2019 and December 31, 2018 or recognized during the years ended December 31, 2019 and 2018. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days potentially issued and outstanding during the period indicated, if dilutive. The Company’s common stock equivalents include: stock options, unit purchase options, convertible preferred stock, and common stock purchase warrants. Notwithstanding, as the Company has a net loss for each reporting period presented, each of the basic and diluted net loss per share for each period presented is computed using only the basic weighted average common shares outstanding for each respective reporting period, as the inclusion of common stock equivalents incremental shares would be anti-dilutive. The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. Accordingly, as presented in the accompanying consolidated statement of operations, basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. Recent Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, In June 2018, the FASB has issued Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers The ASU 2018-07 amended ASC-718 guidance is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, and for all other entities, including the Company (as a result of its “JOBS Act EGC Accounting Standards Election”, as such election is discussed above), such amended guidance is effective for fiscal years beginning after December 15, 2019 (i.e. December 31, 2020), and interim periods within fiscal years beginning after December 15, 2020 (i.e. commencing with the interim period three months ending March 31, 2021, and thereafter). The Company does not expect the standard to have a significant impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) - Part I - Accounting for Certain Financial Instruments with Down-Round Features, and Part II - Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 4 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of: December 31, 2019 2018 Deposits $ 34,119 $ 44,250 Advanced payments to service providers and suppliers 294,165 193,790 Total prepaid expenses and other current assets $ 328,284 $ 238,040 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 5 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: December 31, 2019 2018 Bonus $ 1,025,497 $ 873,621 Payroll — 145,937 Vacation 28,848 38,763 Employee stock purchase plan 20,796 — EsoGuard License Agreement fee 222,553 222,553 Operating Expenses 89,079 49,872 Total accrued expenses and other current liabilities $ 1,386,773 $ 1,330,746 The accrued bonus as of December 31, 2019 and 2018 represents the guaranteed bonus payment to the Company’s Chief Executive Officer (“CEO”) under the CEO Employment Agreement and discretionary bonus payments to the CEO and other employees. The Company’s CEO agreed to the payment of a reduced salary of $4,200 per month for the period July 1, 2017 through January 31, 2018, with such earned but unpaid salary to be paid to the CEO only upon the Senior Secured Note first being repaid-in-full. The earned but unpaid salary has been recognized as an accrued salary expense liability of $145,937 as of December 31, 2018. There was no such liability as of December 31, 2019 as the accrued CEO payroll was paid in January 2019 upon the Senior Secured Note being repaid-in-full on December 27, 2018 concurrent with the issue of the Senior Secured Convertible Note. See Note 12 Debt The PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) is discussed in Note 10, Stock-Based Compensation The EsoGuard License Agreement fee is the remaining unpaid balance of such fee incurred in connection with the EsoGuard License Agreement, as discussed in Note 7, Agreements Related to Acquired Intellectual Property Rights |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 — Income Taxes Income tax (benefit) expense for respective periods noted is as follows: Year Ended December 31, 2019 December 31, 2018 Current Federal, State, and Local $ - $ - Deferred: Federal (3,342,301 ) (2,990,653 ) State and local (4,808,053 ) (1,825,988 ) (8,150,354 ) (4,816,641 ) Less: Valuation allowance reserve 8,150,354 4,816,641 $ - $ - The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Year Ended December 31, 2019 December 31, 2018 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal tax benefit 14.2 % 8.3 % Permanent Differences -3.5 % -2.8 % Other 15.5 % 0.0 % Valuation Allowance -47.2 % -26.5 % Effective tax rate 0.0 % 0.0 % The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Year Ended December 31, 2019 December 31, 2018 Deferred tax assets Net operating loss $ 14,060,172 $ 7,155,358 Non-deductible interest expense 357,021 247,938 Debt issue costs 285,114 426,817 Stock-based compensation expense 1,212,864 586,164 Patent licenses 13,886 15,826 Research and development tax credit carryforward 396,371 91,535 Accrued expenses 371,179 12,123 Section 195 deferred start-up costs 27,434 24,286 Deferred tax assets $ 16,724,041 $ 8,560,047 Deferred Tax Liabilities Depreciation (16,407 ) (2,766 ) Deferred Tax Liabilities (16,407 ) (2,766 ) Deferred tax assets, net of deferred tax liabilities 16,707,634 8,557,281 Less: valuation allowance (16,707,634 ) (8,557,281 ) Deferred tax assets, net after valuation allowance $ - $ - Deferred tax assets and deferred tax liabilities resulting from temporary differences are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of the change in the tax rate is recognized as income or expense in the period the change in tax rate is enacted. As required by FASB ASC Topic 740, Income The Company has total estimated federal and state net operating loss (“NOL”) carryforward of approximately $40 million and $27.4 million as of December 31, 2019 and 2018, respectively, which is available to reduce future taxable income, of which approximately $13.8 million begin to expire in 2035, and approximately $26.2 million which do not have an expiration date. The Company has not yet conducted a formal analysis and the NOL carryforward may be subject-to limitation under U.S. Internal Revenue Code (“IRC”) Section 382, provided there was a greater then 50% ownership change, as computed under such IRC Section 382. The State and Local NOL carryforwards of approximately $40.0 million begin to expire in 2035. The Company has total estimated research and development (“R&D”) tax credit carryforward of approximately $0.4 million as of December 31, 2019 which are available to reduce future tax expense, and begin to expire in 2035. The Company files income tax returns in the United States in federal and applicable state and local jurisdictions. The Company’s tax filings for the years 2016 and thereafter each remain subject to examination by taxing authorities. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company has not recognized any penalties or interest related to its income tax provision. |
Agreements Related to Acquired
Agreements Related to Acquired Intellectual Property Rights | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Agreements Related to Acquired Intellectual Property Rights | Note 7 — Agreements Related to Acquired Intellectual Property Rights Patent License Agreement - Case Western Reserve University - EsoGuard Technology On May 12, 2018, Lucid Diagnostics Inc., a majority-owned subsidiary of the Company, entered into a patent license agreement with Case Western Reserve University (“CWRU”), referred to as the “EsoGuard™ License Agreement”. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The EsoGuard License Agreement provides for the exclusive worldwide license of the intellectual property rights for the proprietary technologies of two distinct components - the “EsoCheck Cell Collection Device” referred to as the “EsoCheck, and EsoGuard, a panel of methylated DNA biomarkers, and together are collectively referred to as the “EsoGuard Technology”. Under the EsoGuard License Agreement, Lucid Diagnostics Inc. incurred a payment obligation to CWRU of approximately $273,000, referred to as the “EsoGuard License Agreement Fee”, with such license fee requiring an initial payment of $50,000, which the Company has paid, and quarterly payments of $50,000 until such fee is paid-in-full, provided, however, the commencement of such quarterly payments is subject to Lucid Diagnostics Inc. consummation of a bona fide financing with an unrelated third-party in excess of $500,000. As of December 31, 2019, there is $222,553 EsoGuard License Agreement that is unpaid and included in Accrued expenses and other current liabilities. Lucid Diagnostics Inc. will also be required to pay a minimum annual royalty commencing the year after the first commercial sale of products resulting from the commercialization of the EsoGuard Technology, with the minimum amount based on net sales of such product(s), if any. Additionally, the EsoGuard License Agreement provides for Lucid Diagnostics Inc. to make payments to CWRU upon the achievement of certain regulatory milestones. The EsoGuard License Agreement also provides for potential payments upon the achievement of certain product development and regulatory clearance milestones. In this regard, upon FDA clearance on June 21, 2019 of the EsoCheck device, the Company paid a $75,000 milestone payment. The license agreement also provides for two additional milestone obligations with a payment of $100,000 due within 30 days upon the first commercial sale of a licensed product and a payment of $200,000 due upon a PMA submission to the FDA related to a licensed product. On the May 12, 2018 effective date of the EsoGuard License Agreement, the EsoGuard License Agreement fee was recognized as a current period research and development expense in the consolidated statement of operations, with the remaining unpaid balance included in accrued expenses and other current liabilities in the consolidated balance sheet. The EsoGuard License Agreement was determined to not meet the “business combination” criteria under FASB ASC Topic 805, Business Combinations Research and Development The EsoGuard License Agreement also provides for potential payments upon the achievement of certain product development and regulatory clearance milestones. If Lucid Diagnostics Inc. does not meet certain milestones listed in the EsoGuard License Agreement, then CWRU has the right, in its sole discretion, to require the Company to transfer to CWRU a percentage, varying up to 100%, of the shares of common stock of Lucid Diagnostics Inc. held by the Company. Lucid has not yet met all the milestones required by this provision. Lucid Diagnostics Inc. will also be required to pay a minimum annual royalty commencing the year after the first commercial sale of products resulting from the commercialization of the EsoCheck™ Technology, with the minimum amount rising based on net sales of such product(s), if any. Such contingent milestone and /or royalty payments, if any, will be recognized in the period in which such payment obligations are incurred. Reimbursement of CWRU billed patent fees incurred under the EsoCheck™ License Agreement of $200,437 and $20,978 were recognized as research and development expense in each of the years ended December 31, 2019 and 2018, respectively. The EsoGuard License Agreement terminates upon the expiration of certain related patents, or on May 12, 2038 in countries where no such patents exist, or upon expiration of any exclusive marketing rights granted by the FDA or other U.S. government agency, whichever comes later. The three physician inventors of the EsoGuard™ Technology, each entered into consulting agreements with Lucid Diagnostics Inc. to continue to support the development of the EsoGuard Technology. In addition to cash compensation based on a contractual rate per hour, additional compensation under each such consulting agreement includes: the grant under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan of stock options dated May 12, 2018 to each individual to purchase 100,000 shares of common stock of Lucid Diagnostics Inc. at an exercise price of $0.50 per share of such common stock; and, the grant under the PAVmed Inc. 2014 Long-Term Incentive Plan of stock options dated May 12, 2018 to each individual to purchase 25,000 shares of PAVmed Inc. common stock at an exercise price of $1.59 per share of such common stock. In June 2018, Lucid Diagnostics Inc. entered into a contract development and manufacturing organization (CDMO) agreement with an unrelated third-party for the supply of the EsoCheck device, principally for use in research and development activities - referred to herein as the “EsoCheck CDMO Supply Agreement”. The EsoCheck CDMO Supply Agreement contains a firm price per unit, and a contractual EsoCheck purchase minimum quantity, is cancellable with 10 day notice, among other routine and customary provisions. With respect to the EsoCheck purchase contractual minimum quantity, if Lucid Diagnostics Inc. terminates the EsoCheck CDMO Supply Agreement without “good reason”, as defined, prior to placing purchase orders for 5,000 units of EsoCheck, then Lucid Diagnostics Inc. will make a single one-time $50,000 payment to the unrelated third-party CDMO. The minimum quantity contingent payment, if any, will be recognized as a current period expense if and when such payment obligation is incurred. Further, in June 2018 Lucid Diagnostics Inc. entered into a separate consulting agreement with the owner of the unrelated third-party supplier of the EsoCheck device, with the sole compensation under such consulting agreement being the grant under the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan of stock options dated June 23, 2018 to purchase 75,000 shares of common stock of Lucid Diagnostics Inc. at an exercise price of $1.00 per share of such common stock. See Note 10, Stock-Based Compensation Patent License Agreement – Liquid Sensing Inc. – Nondispersive Infared (“NDIR”) Laser Technology On November 14, 2019, Solys Diagnostics Inc., a majority-owned subsidiary of the Company, entered into definitive license and shareholder agreements with Airware Inc., and its newly formed subsidiary Liquid Sensing Inc., each an unrelated third party, to develop and commercialize non-invasive diagnostic products using Nondispersive Infrared (NDIR) laser technology. The agreements are referred to herein as the “Liquid Sensing License Agreement” and “Liquid Sensing Shareholder Agreement”. Pursuant to Liquid Sensing Shareholder Agreement executed concurrently with the Liquid Sensing License Agreement, PAVmed Inc. and Airware Inc. granted to each other 15% non-dilutive equity ownership interests in each of their respective majority-owned subsidiaries of Solys Diagnostics Inc. and Liquid Sensing Inc., respectively, of which, 50% of such equity ownership interests vest immediately and the remaining 50% will vest upon achievement of certain milestones. Such investment in Liquid Sensing Inc. was de minimis as of December 31, 2019, and is included in other assets classified as non-current on the accompanying consolidated balance sheet. The shareholder agreements also provide PAVmed with a right of first offer on any future investment in Liquid Sensing, which would permit it to increase its equity stake at its discretion if the value of the company and its portable or wearable noninvasive glucose technology is realized. Patent License Agreement - Tufts University - Antimicrobial Resorbable Ear Tubes In November 2016, the Company executed a Patent License Agreement (the “Tufts Patent License Agreement”) with Tufts University and its co-owners, the Massachusetts Eye and Ear Infirmary and Massachusetts General Hospital (the “Licensors”). Pursuant to the Tufts Patent License Agreement, the Licensors granted the Company the exclusive right and license to certain patents in connection with the development and commercialization of antimicrobial resorbable ear tubes based on a proprietary aqueous silk technology conceived and developed by the Licensors. Upon execution of the Tufts Patent License Agreement, the Company paid the Licensors an upfront non-refundable fee of $50,000, with such fee recognized as of the transaction date as a current period research and development expense in the statement of operations. The Tufts Patent License Agreement was determined not to be meet the “business combination” criteria under FASB ASC Topic 805, Business Combinations Research and Development The Tufts Patent License Agreement also provides for potential payments from the Company to the Licensors upon the achievement of certain product development and regulatory clearance milestones as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents. The Company will recognize as a current period expense for contingent milestone payments or royalties in the period in which such payment obligations are incurred, if any. Reimbursement of Tufts University billed patent fees incurred under the Tufts Patent License Agreement of $70,996 and $113,688 were recognized as research and development expense in 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 — Related Party Transactions Case Western Reserve University (“CWRU”) In May 2018, Lucid Diagnostics Inc. issued to CWRU 943,464 shares of its common stock for a purchase price of $0.001 per share. During the years December 31, 2019 and 2018, the Company incurred an aggregate of approximately $275,000 and $294,000 under the EsoGuard License Agreement, inclusive of: approximately $200,000 and $21,000 for reimbursement of fees related to patents, in each of the years ended December 31, 2019 and 2018, respectively; a $75,000 milestone payment in the year ended December 31, 2019 (upon FDA clearance of the EsoCheck™ device in June 2019); and, approximately $273,000 with respect to the EsoGuard™ License Agreement Fee in the year ended December 31, 2018. See Note 7, Agreements Related to Acquired Intellectual Property Rights Consulting Agreements with Inventors EsoGuard Technology In May 2018, Lucid Diagnostics Inc. issued 289,679 shares of its common stock for a purchase price of $0.001 per share to each of the three individuals. Additionally, each of the three individuals entered into consulting agreements with the Company to support the continued development of the technologies with respect to the EsoGuard™ License Agreement. In addition to cash compensation based on a contractual rate per hour, additional compensation under each such consulting agreement included the grant of stock options to each individual under each of the PAVmed Inc 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. The Company recognized as research and development expense in the aggregate of: approximately $110,000 and $41,000 related to such consulting agreements; and approximately $57,000 and $47,000 of stock based compensation expense related to the stock options, in each of the years ended December 31, 2019 and 2018, respectively. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants - Noncontrolling Interests, Agreements Related to Acquired Intellectual Property Rights Stock-Based Compensation Management Services Agreement Previously, in the prior year 2018, the Company had a management services agreement, with HCP/Advisors LLC, an affiliate of a former director of the Company, that expired on October 31, 2018 and was not renewed by the Company. The Company incurred an expense of $225,000 during 2018, with such fees included in “general and administrative expenses” in the accompanying consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Office Leases The Company’s corporate office lease is on a month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. Total rent expense incurred under the corporate office space lease arrangement was $142,991 and $125,186 for 2019 and 2018, respectively. As of December 31, 2019, the Company’s future minimum lease payments for the corporate office lease on a month-to-month basis are estimated to be approximately $138,000 for the period January 1, 2020 to December 31, 2020. Additionally, the Company entered into two separate short-term lease arrangements for office space, including a lease agreement for the period October 16, 2019 to September 30, 2020 and a lease agreement for the period November 1, 2019 to April 30, 2020, with such lease agreement subsequently renewed for a six-month period of May 1, 2020 to October 31, 2020. The minimum lease payments under both lease agreements is an aggregate of approximately $51,000 for the period January 1, 2020 to October 31, 2020. EsoGuard Clinical Trials - Agreement with Clinical Research Organization In September 2019, the Company, through its majority-owned subsidiary Lucid Diagnostics Inc., entered into an agreement with a clinical research organization (“CRO”) in connection with EsoGuard clinical trials, referred to as the EsoGuard CRO Agreement. The CRO will assist the Company with conducting two concurrent clinical trials referred to as the “EsoGuard screening study” and the “EsoGuard case control study”. The term of the EsoGuard CRO Agreement is from the September 2019 effective date to the conclusion of the respective clinical trials, but not to exceed 60 months from the effective date of the EsoGuard™ CRO Agreement. The CRO agreement may be cancelled with sixty days written notice, without an early termination fee. Under the CRO agreement, the Company paid to the CRO a refundable on-account deposit of $643,000, with such deposit classified as a non-current asset in the line item captioned Deposit and other assets on the accompanying consolidated balance sheet as of December 31, 2019. The Company has recognized as research and development expense approximately $700,000 during the year ended December 31, 2019 with respect to the EsoGuard CRO Agreement. Legal Proceedings In the ordinary course of our business, particularly as we begin commercialization of our products, the Company may be subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which may arise from time to time. Except as otherwise noted herein, the Company does not believe it is currently a party to any other pending legal proceedings. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations, and /or cash flows. The Company executed a “Settlement Agreement & Mutual Releases”, dated December 12, 2018, resulting in the Company making a settlement payment of $136,606, inclusive of plaintiff’s legal fees of $11,006, to a former financial advisor to the Company. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”), adopted by the Company’s board of directors and stockholders in November 2014, is designed to enable the Company to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire a proprietary interest in the Company. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the compensation committee of the Company’s board of directors. A total of 7,951,081 shares of common stock of PAVmed Inc. are reserved for issuance under the PAVmed Inc. 2014 Equity Plan, with 2,548,406 shares available for grant as of December 31, 2019, exclusive of 500,854 PAVmed Inc. stock options previously granted outside the PAVmed Inc. 2014 Equity Plan. PAVmed Inc 2014 Equity Plan - Stock Options Weighted Remaining Number Average Contractual Stock Exercise Term Options Price (Years) Outstanding at December 31, 2017 1,936,924 $ 5.19 Granted 1,585,324 $ 2.01 Exercised — $ — Forfeited (195,108 ) $ 5.00 Outstanding at December 31, 2018 3,327,140 $ 3.68 8.3 Vested and exercisable at December 31, 2018 1,620,310 $ 4.40 7.8 Outstanding at December 31, 2018 3,327,140 $ 3.68 Granted 1,925,000 $ 1.00 Exercised — $ — Forfeited (48,611 ) $ 5.00 Outstanding at December 31, 2019 5,203,529 $ 2.68 8.1 Vested and exercisable at December 31, 2019 3,270,487 $ 3.45 7.5 The aggregate intrinsic value of stock options granted under the PAVmed Inc. 2014 Equity as of December 31, 2019 was $393,500 with respect to such stock options outstanding and $126,375 with respect to such stock options vested and exercisable. The intrinsic value as of December 31, 2018 was $0 with respect to such stock options outstanding and vested and exercisable. The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of December 31, 2019 and 2018 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. PAVmed Inc 2014 Equity Plan - Restricted Stock Awards On March 15, 2019, a total of 700,000 restricted stock awards were granted to employees under the PAVmed Inc. 2014 Equity Plan, representing a corresponding number of shares of common stock of the Company, which vest ratably on an annual basis commencing March 15, 2020 and ending March 15, 2022. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. As of December 31, 2019, no restricted stock awards had vested. Subsequent to December 31, 2019, on March 15, 2020, a total of 233,334 restricted stock awards had vested. PAVmed Inc. Employee Stock Purchase Plan The PAVmed Inc. Employee Stock Purchase Plan (“ESPP”), adopted by the Company’s board of directors effective April 1, 2019, with an initial reservation of 250,000 shares of PAVmed Inc. common stock, which was subsequently increased to 750,000 shares in March 2020, provides eligible employees the opportunity to purchase shares of PAVmed Inc. common stock through payroll deductions during six month periods, wherein the “purchase price per share” is the lower of 85% of the quoted closing price per share of PAVmed Inc. common stock at the beginning or end of each six month share purchase period. The PAVmed Inc. ESPP share purchase dates are March 31 and September 30, with an initial six month payroll deduction period of April 1, 2019 to September 30, 2019. On September 30 2019 82,772 shares of PAVmed Inc. common stock were issued for cash proceeds of $67,436 under the ESPP. Subsequent to December 31, 2019, on March 31, 2020 154,266 shares of PAVmed Inc. common stock were issued for cash proceeds of $125,683. The ESPP liability for payroll deductions as of December 31, 2019 are included in accrued expense and other current liabilities, as discussed in Note 5, Accrued Expense and Other Current Liabilities Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (the “Lucid Diagnostics Inc. 2018 Equity Plan”) became effective on May 12, 2018 and is separate from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors. A total of 2,000,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 1,230,000 shares available for grant as of December 31, 2019, exclusive of 300,000 Lucid Diagnostics Inc. stock options previously granted outside the Lucid Diagnostics Inc. 2018 Equity Plan. Lucid Diagnostics Inc. 2018 Equity Play – Stock Options Weighted Remaining Number Average Contractual Stock Exercise Term Options Price (Years) Outstanding at December 31, 2017 — $ Granted 375,000 $ 0.60 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2018 375,000 $ 0.60 9.4 Vested and exercisable at December 31, 2018 87,500 $ 0.57 9.4 Unvested at December 31, 2018 287,500 $ 0.61 Outstanding at December 31, 2018 375,000 $ 0.60 Granted 620,000 $ 1.02 Exercised — $ — Forfeited — $ Outstanding at December 31, 2019 995,000 $ 0.86 9.0 Vested and exercisable at December 31, 2019 507,495 $ 0.83 8.9 Unvested at December 31, 2019 487,505 $ 0.89 Stock-Based Compensation Expense Consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards, for the periods indicated, was as follows: Year Ended December 31, 2019 2018 General and administrative expenses $ 1,162,370 $ 948,143 Research and development expenses 408,282 280,556 Total $ 1,570,652 $ 1,228,699 The consolidated stock-based compensation expense classified in research and development expenses, as presented above, includes $173,945 and $53,233 in the year ended December 31, 2019 and 2018, respectively, recognized by Lucid Diagnostics Inc., with stock-based compensation expense recognized by Lucid Diagnostics Inc. inclusive of stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to employees of PAVmed Inc. and to non-employees each providing services to Lucid Diagnostics Inc.; and stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employees providing services to Lucid Diagnostics Inc., summarized as follows for the periods noted: Year Ended December 31, 2019 2018 Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses $ 158,123 $ 40,748 PAVmed Inc 2014 Equity Plan - research and development expenses 15,822 12,485 Total stock-based compensation expense - recognized by Lucid Diagnostics Inc. $ 173,945 $ 53,233 As of December 31, 2019, under the PAVmed Inc. 2014 Equity Plan, total unrecognized stock-based compensation expense of approximately $1.2 million is expected to be recognized over the weighted average remaining requisite service period of 1.1 years; and, under the Lucid Diagnostics Inc. 2018 Equity Plan, total unrecognized stock-based compensation expense of approximately $0.1 million is expected to be recognized over the weighted average remaining requisite service period of 1.8 years. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the Lucid Diagnostics Inc. 2018 Equity Plan and the PAVmed Inc. 2014 Equity Plan, which requires the Company to make certain estimates and assumptions, with the weighted-average valuation assumptions for stock-based awards, as follows: ● The expected term of stock options represents the period of time stock options are expected to be outstanding, which for employees is the expected term derived using the simplified method and for non-employees is the remaining contractual term; ● The expected stock price volatility is based on historical stock price volatilities of similar entities within the medical device industry over the period commensurate with the expected term or remaining contractual term of the respective stock option; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with the expected term of the stock option; and, ● The expected dividend yield is based on annual dividends of $0.00 as there has not been a dividend paid to-date, and there is no plan to pay dividends for the foreseeable future. The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics Inc. common stock used in the computation of estimated fair value of stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was estimated using a discounted cash flow method applied to a multi-year forecast of its future cash flows. Stock-based compensation expense recognized for stock options granted to employees and members of the board of directors under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $0.92 per share and $1.21 per share, during the year ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 5.7 5.8 Expected stock price volatility 50 % 50 % Risk free interest rate 2.2 % 2.1 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to non-employees under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $1.97 per share and $1.97 per share, during the year ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 8.5 8.7 Expected stock price volatility 59 % 60 % Risk free interest rate 2.3 % 2.5 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.32 per share during the year ended December 31, 2019, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 Expected term of stock options (in years) 5.8 Expected stock price volatility 63 % Risk free interest rate 2.1 % Expected dividend yield 0 % There were no stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to employees during the prior year ended December 31, 2018. Stock-based compensation expense recognized for stock options granted to non-employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.29 and $0.51 per share during the years ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 8.8 9.4 Expected stock price volatility 57 % 62 % Risk free interest rate 2.1 % 2.7 % Expected dividend yield 0 % 0 % |
Financial Instruments Fair Valu
Financial Instruments Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Fair Value Measurements | Note 11 — Financial Instruments Fair Value Measurements Recurring Fair Value Measurements The fair value hierarchy table for the periods indicated is as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level - 1 Level - 2 Level - 3 Total December 31, 2019 Senior Secured Convertible Note - issued December 27, 2018 $ - $ - $ 1,700,000 $ 1,700,000 Senior Secured Convertible Note - Series A - issued November 4, 2019 - - $ 6,439,000 $ 6,439,000 Totals $ - $ - $ 8,139,000 $ 8,139,000 December 31, 2018 Senior Secured Convertible Note - issued December 27, 2018 $ - $ - $ 7,903,000 $ 7,903,000 Totals $ - $ - $ 7,903,000 $ 7,903,000 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. Fair Value Option Election - Senior Secured Convertible Notes Issued November 4 2019 and December 27, 2018 The Company has issued each of Senior Secured Convertible Notes issued November 4, 2019 with an aggregate original face value principal of $14.0 million and the Senior Secured Convertible Note issued December 27, 2018 with an original face value of $7.75 million. The Senior Secured Convertible Notes issued November 4, 2019 were further sub-divided into a Series A and Series B, each having a face value principal of $7.0 million, with each referred to herein as the “Series A November 2019 Senior Convertible Note” and the “Series B November 2019 Senior Convertible Note”. Under the Series A November 2019 Senior Convertible Note, the investors delivered to the Company cash proceeds of $6.3 million on November 4, 2019, after deducting $0.7 million of lender fees. Subsequent to December 31, 2019, with respect to the Series B November 2019 Senior Convertible Note, the investors, at their election under the prepayment provisions of such note, delivered to the Company cash proceeds of $6.3 million on March 30, 2020 after deducting $0.7 million of lender fees. The Series A November 2019 Senior Convertible Note and the Senior Secured Convertible Note issued December 27, 2018, are each accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election. (As well, the Series B November 2019 Senior Convertible Note will also be accounted for under the FVO election.) Under the FVO election the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. As provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying consolidated statement of operations. Fair Value Option Election - Senior Secured Convertible Notes Issued November 4 2019 and December 27, 2018 - continued Senior Secured Convertible Notes - November 2019 - Series A As discussed above, under the ASC-825 FVO election the Series A November 2019 Senior Convertible Note was initially measured at its estimated fair value on its issue date of November 4, 2019, summarized as follows: Series A November 2019 Senior Secured Convertible Note - Issue Date November 4, 2019 Fair Value Face value principal - Series A November 2019 Senior Convertible Note $ 7,000,000 Less: lender fees (700,000 ) Cash proceeds - Series A November 2019 Senior Convertible Note $ 6,300,000 Loss-upon-issue - lender fees 700,000 Fair value adjustment (648,000 ) Fair value - Series A November 2019 Senior Convertible Note - issue date November 4, 2019 $ 6,352,000 The Series A November 2019 Senior Convertible Note estimated fair value and face value principal, and the corresponding changes in estimated fair value and face value principal payable, as of each of the respective dates noted, are as follows: Fair Value Face Value Principal Payable Fair Value /Face Value principal - issue date November 4, 2019 $ 6,352,000 $ 7,000,000 Less: repayment - bi-monthly Installment Amount - common stock — — Less: repayment - Accelerated Installment Amount - common stock — — Less: non-installment payments - cash (85,750 ) — Less: non-installment payments - common stock — — Fair value adjustment 172,750 — Fair Value /Face Value principal - December 31, 2019 $ 6,439,000 $ 7,000,000 The Series A November 2019 Senior Convertible Note fair value adjustment on the November 4, 2019 issue date and at December 31, 2019 of $475,250 was recognized as a current period income in the year ended December 31, 2019 (as no portion of such fair value adjustments resulted from instrument-specific credit risk of such note as of such dates). The estimated fair value of the Senior Convertible Note Series A as of its November 4, 2019 issue date and as of December 31, 2019, was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: December 31, 2019 Issue Date Face value principal payable $ 7,000,000 $ 7,000,000 Original Conversion price $ 1.60 $ 1.60 Value of common stock $ 0.89 $ 0.89 Expected term (years) 1.78 1.93 Volatility 55 % 55 % Risk free rate 1.58 % 1.6 % Senior Secured Convertible Note Issued December 27, 2018 As discussed above, under the ASC-825 FVO election, the December 2018 Senior Convertible Note was initially measured at its estimated fair value on its issue date of December 27, 2018, summarized as follows: Fair Value Face Value principal payable - issue date December 27, 2018 $ 7,750,000 Less: lender fees (750,000 ) Cash proceeds 7,000,000 Loss-upon-issue - lender fees 750,000 Fair value adjustment — Fair Value - December 2018 Senior Convertible Note - Issue Date December 27, 2018 $ 7,750,000 The December 2018 Senior Convertible Note estimated fair value and face value principal, and the corresponding changes in estimated fair value and face value principal payable, as of each of the respective dates noted, is summarized as follows: Face Value Principal Face Value Payable Fair Value /Face Value principal payable - issue date December 27, 2018 $ 7,750,000 $ 7,750,000 Less: repayment - bi-monthly Installment Amount - common stock — Less: repayment - Accelerated Installment Amount - common stock — Less: non-installment payments - cash — Less: non-installment payments - common stock — Fair value adjustment 153,000 — Fair Value /Face Value Principal Payable - December 31, 2018 $ 7,903,000 7,750,000 Less: repayment - bi-monthly Installment Amount - common stock 1,727,500 1,727,500 Less: repayment - Accelerated Installment Amount - common stock 3,016,500 3,016,500 Less: repayment - voluntary conversion price adjustments - common stock 1,314,000 1,314,000 Less: non-installment payments - cash 279,002 — Less: non-installment payments - common stock 199,847 — Fair value adjustment 333,849 — Fair Value /Face Value Principal Payable - December 31, 2019 $ 1,700,000 $ 1,692,000 The December 2018 Senior Convertible Note fair value adjustments of $333,849 and $153,000 in the years ended December 31, 2019 and 2018, respectively, were recognized as a current period income in the respective accompanying consolidated statement of operations (as no portion of such fair value adjustments resulted from instrument-specific credit risk of such note as of such dates). The estimated fair value as of December 31, 2019, December 31, 2018 and on issue date of December 27, 2018 of the December 2018 Senior Secured Convertible Note was computed using a combination of the present value of the Senior Secured Convertible Note cash flows using a synthetic credit rating analysis’ required rate of return and the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions Year Ended Issue Date December 2018 Senior Secured Convertible Note December 31, 2019 December 31, 2018 December 27, 2018 Face value principal payable $ 1,692,000 $ 7,750,000 $ 7,750,000 Required rate of return 11.1 % 13.1 % 13.2 % Conversion price $ 1.60 $ 1.60 $ 1.60 Value of common stock $ 1.20 $ 0.96 $ 0.92 Expected term (years) 0.21 2 2 Volatility 49 % 50 % 46 % Risk free rate 1.5 % 2.5 % 2.5 % Dividend yield 0 % 0 % 0 % Series A and Series A-1 Exchange Offer - March 15, 2018 On March 15, 2018, the “Series A and Series A-1 Exchange Offer” was completed, wherein, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the “Series A and Series A-1 Exchange Offer” and the “March 15, 2018 Exchange Date”. The Series A and Series A-1 Exchange Offer was offered to and accepted by all holders of the Series A Convertible Preferred Stock and Series A Warrants and the Series A-1 Convertible Preferred Stock and Series A-1 Warrants. On the March 15, 2018 Exchange Date: (i) a total of 975,568 shares of Series B Convertible Preferred Stock were issued-upon-exchange, including 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange of 249,667 shares of Series A Convertible Preferred Stock and 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange of 357,259 shares of Series A-1 Convertible Preferred Stock; and, (ii) a total of 2,739,190 Series Z Warrants were issued-upon-exchange, including 1,340,005 Series Z Warrants issued-upon-exchange of 268,001 Series A Warrants and 1,399,185 Series Z Warrants issued-upon-exchange of 279,837 Series A-1 Warrants. As of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer, there were no issued and outstanding shares of Series A Convertible Preferred Stock and Series A Warrants, nor shares of Series A-1 Convertible Preferred Stock and Series A-1 Warrants, as each were fully exchanged-upon-issue of shares of Series B Convertible Preferred Stock and Series Z Warrants, respectively. Additionally, each of the corresponding Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability were each fully extinguished-upon-exchange as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. See Note 13, Preferred Stock, Stockholders’ Equity and Common Stock Purchase Warrants Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A Convertible Preferred Stock Series Z Warrants Issued-Upon-Exchange Of Series A Warrants As noted above, the Series A and Series A-1 Exchange Offer resulted in the extinguishment of: 249,667 shares of Series A Convertible Preferred Stock along with the corresponding (bifurcated) conversion option derivative liability, and, 268,001 Series A Warrants, each resulting from the issue-upon-exchange of: 499,334 shares of Series B Convertible Preferred Stock and 1,340,005 Series Z Warrants, respectively, each as discussed herein below. Series A and Series A-1 Exchange Offer - March 15, 2018 Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A Convertible Preferred Stock The March 15, 2018 Exchange Date estimated fair value of the consideration given of $873,835 of the 499,334 shares of the equity-classified Series B Convertible Preferred Stock issued-upon-exchange, as compared to the (temporary equity) carrying value of 249,667 shares of Series A Convertible Preferred Stock and the estimated fair value of the corresponding conversion option derivative liability of $147,304, resulted in incremental estimated fair value of $726,531 recognized as a deemed dividend charged to accumulated deficit on the March 15, 2018 Exchange Date, with such deemed dividend included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series B Convertible Preferred Stock Issued-Upon-Exchange Series A Series A Convertible Preferred Stock and Conversion Option Derivative Liability Exchange Offer Fair value - 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 873,835 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 147,304 Less: Carrying value - 249,667 shares of Series A Convertible Preferred Stock extinguished-upon-exchange - Deemed dividend charged to accumulated deficit $ 726,531 The March 15, 2018 Exchange Date estimated fair value of $873,835 of the 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange of 249,667 Series A Convertible Preferred Stock was computed using a combination of the present value of its cash flows using a synthetic credit rating analysis’ required rate of return and the Black-Scholes option pricing model, using the following assumptions: Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 873,835 Series B Convertible Preferred Stock shares 499,334 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % The Series A Convertible Preferred Stock was classified in temporary equity in the consolidated balance sheet and had a carrying value of $0 resulting from the issuance date initial estimated fair values of the Series A Warrant derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability being in excess of the Series A Preferred Stock Units private placement issuance gross proceeds, with such excess recognized as a current period loss in the consolidated statement of operations. See Note 13, Preferred Stock, Series A and Series A-1 Exchange Offer - March 15, 2018 - Series Z Warrants Issued-Upon-Exchange of Series A Warrants The Series Z Warrants issued-upon-exchange of Series A Warrants in the Series A and Series A-1 Exchange Offer, as discussed above, resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, wherein an exchange of warrants is deemed to be a modification of the initial warrant agreement by the replacement with a revised warrant agreement, requiring the incremental estimated fair value, measured as the difference between the estimated fair value immediately after the modification as compared to the estimated fair value immediately before the modification, to the extent an increase, recognized as a modification expense. In this regard, the March 15, 2018 Exchange Date adjustment of the estimated fair value of the Series A Warrants derivative liability resulted in the recognition of a net expense of $96,480 comprised of: (i) income of $246,561 upon the Series A Warrant derivative liability being adjusted to its March 15, 2018 Exchange Date estimated fair value of $514,562, as noted above, and (ii) an expense of $343,041 resulting from the incremental estimated fair value of the consideration given of $857,603 of the 1,340,005 Series Z Warrants issued-upon-exchange as compared to the estimated fair value of $514,562 of the 268,001 Series A Warrants derivative liability extinguished-upon-exchange, summarized as follows: Series Z Warrants Fair Values Change Series A Warrant Series Z Warrants Issued Upon Exchange of Series A Warrants - March 15, 2018 Series A Warrants Derivative Liability Additional Paid to Capital Equity Derivative Liability Other Income (Expenses) Series A Warrants derivative liability - December 31, 2017 $ 761,123 $ - $ - Series A Warrants derivative liability change in fair value - March 15, 2018 (246,561 ) - 246,561 Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date 514,562 - 246,561 Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value (514,562 ) 857,603 (343,041 ) Series Z Warrants issued-upon-exchange of Series A Warrants - March 15, 2018 $ - $ 857,603 $ (96,480 ) The March 15, 2018 Exchange Date estimated fair value of $857,603 of the 1,340,005 Series Z Warrants issued-upon-exchange of 268,001 Series A Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 857,603 Series Z Warrants issued upon exchange of Series A Warrants 1,340,005 Exercise price per share - Series Z Warrant $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock Issued-Upon-Exchange of Series A-1 Convertible Preferred Stock Series Z Warrants Issued-Upon-Exchange of Series A-1 Warrants As noted above, the Series A and Series A-1 Exchange Offer resulted in the extinguishment of: 357,259 shares of Series A-1 Convertible Preferred Stock and, 279,837 Series A-1 Warrants, resulting from the issue-upon-exchange of 476,234 shares of Series B Convertible Preferred Stock and 1,399,185 Series Z Warrants, respectively, each as discussed herein below. Series A and Series A-1 Exchange Offer - March 15, 2018 Series B Convertible Preferred Stock Issued Upon Exchange of Series A-1 Convertible Preferred Stock The March 15, 2018 Exchange Date estimated fair value of the consideration given of $833,410 of the equity-classified 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange, was less than the carrying value of $1,032,650 of the equity-classified 357,259 shares Series A-1 Convertible Preferred Stock, resulting in an increase to additional paid in capital of $199,241 on the March 15, 2018 Exchange Date, with such amount included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series A Series B Convertible Preferred Stock Issued-Upon-Exchange Series A-1 Convertible Preferred Stock Extinguished-Upon-Exchange Exchange Offer Fair value - 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 833,410 Less: Carry value - 357,259 shares - Series A-1 Convertible Preferred Stock extinguished-upon-exchange 1,032,650 Increase - additional paid-in capital $ 199,240 The March 15, 2018 Exchange Date estimated fair value of $833,410 of the 476.234 shares of Series B Convertible Preferred Stock issued-upon-exchange of 357,259 shares of Series A-1 Convertible Preferred Stock was computed using a combination of the present value of its cash flows using a synthetic credit rating analysis required rate of return and the Black-Scholes option pricing model, using the following assumptions: Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 833,410 Series B Convertible Preferred Stock shares 476,234 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % Series Z Warrants Issued-Upon-Exchange of Series A-1 Warrants The “Series Z Warrants issued-upon-exchange of Series A-1 Warrants” in the Series A and Series A-1 Exchange Offer, as discussed above, resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, wherein an exchange of warrants is deemed to be a modification of the initial warrant agreement by the replacement with a revised warrant agreement, requiring the incremental estimated fair value, measured as the difference between the estimated fair value immediately after the modification as compared to the estimated fair value immediately before the modification, to the extent an increase, recognized as a modification expense. In this regard, the March 15, 2018 Exchange Date estimated fair value of $895,478 of the equity-classified 1,399,185 Series Z Warrants issued-upon-exchange as compared to the estimated fair value of $545,682 of the equity-classified 279,837 Series A-1 Warrants extinguished-upon-exchange, resulted in an incremental estimated fair value of $349,796 recognized as a modification expense included in other income (expense) in the consolidated statement of operations, with a corresponding increase to additional paid in capital, summarized as follows: Series A Series Z Warrants - issued-upon-exchange of Series A-1 Warrants - March 15, 2018 Exchange Offer Fair value - 1,399,185 Series Z Warrants issued-upon-exchange $ 895,478 Less: fair value - 279,837 Series A-1 Warrants extinguished-upon-exchange 545,682 Modification expense /increase to additional paid in capital 349,796 Carry value - 279,837 Series A-1 Warrants extinguished-upon-exchange - equity classified 1,879,532 Carry value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants - equity classified $ 2,229,328 The March 15, 2018 Exchange Date estimated fair value of $895,478 of the 1,399,185 Series Z Warrants issued-upon-exchange of 279,837 Series A-1 Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Series A Series A-1 Fair Value Assumptions Series Z Convertible Preferred Stock - issued upon exchange of Series A-1 Convertible Preferred Stock Exchange Offer Aggregate fair value $ 895,478 Series Z Convertible Preferred Stock shares 1,399,185 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % The March 15, 2018 Exchange Date estimated fair value of $545,682 of the 279,837 Series A-1 Warrants extinguished-upon-exchange for 1,399,185 Series Z Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Series A Series A-1 Fair Value Assumptions Series A-1 Convertible Preferred Stock - issued upon exchange of Series Z Convertible Preferred Stock Exchange Offer Aggregate fair value $ 545,682 Series A-1 Warrants exchanged for Series Z Warrants 279,837 Exercise price per share - Series A-1 Warrant $ 6.67 Series W Warrants 1,399,185 Exercise price per share - Series W Warrant 5.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 67 % Risk free rate 2.5 % Dividend yield 0 % Non-recurring Fair Value Measurements In addition to the Senior Secured Convertible Debt, the Series A and Series A-1 Exchange Offer on March 15, 2018, and the Series A Exchange Offer on November 17, 2017, each as discussed above, the other issue-date and /or date-of-occurrence non-recurring estimated fair values include: the Series W Warrants Exchange Offer on April 5, 2018, the Series Z Warrant exercise price adjustment on June 1, 2018, and the UPO Exchange Offer on August 22, 2018; along with the Series A Preferred Stock Units private placement during the three months ended March 31, 2017, the Senior Secured Note and Series S Warrants issued in connection with the Note and Security Purchase Agreement between the Company and Scopia Holdings LLC on July 3, 2017; the Series A-1 Preferred Stock Units private placement on August 4, 2017; the Series A-1 Warrants Agreement Amendment No. 1 on October 18, 2017, and the conversion of shares of Series A Convertible Preferred Stock into shares of common stock of the Company in November 2017 and December 2017. See the following Notes herein for further information regarding these non-recurring estimated fair values, including Note 12, Debt, Note 13, Preferred Stock, and, Stockholders’ Equity and Common Stock Purchase Warrants The recurring and non-recurring estimated fair values discussed herein, utilize the Company’s common stock price along with certain Level 3 inputs, as discussed below, in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The recurring and non-recurring estimated fair values presented herein are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price and /or probabilities associated with the likelihood and timing of future dilutive transactions. Changes in these assumptions can materially affect the estimated fair values. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 12 — Debt Senior Secured Convertible Notes - Issued November 4 2019 On November 3, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with two institutional investors (“Investors”, “Lender”, and /or “Holders”), and pursuant to the SPA, on November 4, 2019 the Company consummated the sale of a Senior Secured Convertible Notes in a private placement with a $14.0 million aggregate face value principal, referred to herein as the “November 2019 Senior Convertible Notes”. At the election of the holder, the November 2019 Senior Convertible Notes may be converted into shares of common stock of the Company, as discussed below. The November 2019 Senior Convertible Notes were further sub-divided into a Series A and Series B, each having a face value principal of $7.0 million, with each referred to herein as the “Series A November 2019 Senior Convertible Note” and the “Series B November 2019 Senior Convertible Note”. The Series A and Series B November 2019 Senior Convertible Notes each provide for the payment of a $700,000 lender fee, with such lender fee deducted from the cash proceeds when funded by the investors, and additionally under a separate agreement, the Company is obligated to pay a financial advisory fee to the placement agent of 6.5% of the cash proceeds of each such note upon their receipt. With respect to the Series A November 2019 Senior Convertible Note, on November 4, 2019, the investors delivered to the Company cash proceeds of $6.3 million, after deducting $0.7 million of lender fees (which were recognized as a current period expense on such date), and the Company incurred total offering costs of $550,254, with such offering costs recognized as an expense in other income (expense) in the accompanying consolidated statement of operations. The Series A November 2019 Senior Convertible Note has a contractual maturity date of September 30, 2021, a face value principal of $7.0 million, and a stated interest rate of 7.875% per annum. Subsequent to December 31, 2019, with respect to the Series B November 2019 Senior Convertible Note, the investors, at their election under the prepayment provisions, delivered to the Company cash proceeds of $6.3 million on March 30, 2020, after deducting $0.7 million of lender fees (which were recognized as a current period expense on such date), and the Company paid an advisory fee of $409,500 to the placement agent. The Series B November 2019 Senior Convertible Note has a contractual maturity date of September 30, 2021, a face value principal of $7.0 million, and a stated interest rate of 7.875% per annum. As noted, the Series A and Series B Senior Convertible Notes have a stated interest rate of 7.875% per annum, to the extent the investor has funded the cash proceeds of each such respective note. During the period November 4, 2019 to March 29, 2020, the Company incurred interest expense of 3.0% per annum on the $7.0 million face value principal of the Series B November 2019 Senior Convertible Note, during such period when such note was not funded by the investors. The SPA contains certain representations and warranties, covenants, and indemnities customary for similar transactions. The Notes are senior secured obligations of the company secured by a lien on all assets. Bi-Monthly Payments and Conversion With respect to the Series A and Series B November 2019 Senior Convertible Notes, a bi-monthly principal repayment and corresponding interest payment will be due commencing March 30, 2020, and then on each of the successive 15th day of the month and the last trading day of the month, and on the maturity date (each, an “Installment Date”). On each bi-monthly Installment Date, the Company will be required to settle a principal repayment totaling $378,380 for the Series A and Series B November 2019 Senior Convertible Notes together with interest thereon, referred to herein as the “Installment Amount”, which shall be satisfied in shares of common stock of the Company, subject to customary equity conditions (including minimum price and volume thresholds), at 100% of the Installment Amount (an “Installment Conversion”), or otherwise (or at the election of the Company, in whole or in part) in cash at 115% of the Installment Amount (an “Installment Redemption”). At the election of the Holder, commencing March 30, 2020, the Series A and Series B November 2019 Senior Convertible Notes may be converted into shares of common stock of the Company at an initial contractual conversion price of $1.60 per share, with such conversion price subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. In addition to the bi-monthly Installment Amount, the Holder may elect to accelerate the conversion of future bi-monthly Installment Amounts, and interest thereon, referred to herein as an Acceleration Installment Amount, utilizing the then current conversion price of the most recent bi-monthly Installment Conversion, with such Accelerated Installment Amount subject to certain restrictions, as defined. Measurement and Recognition The Series A November 2019 Senior Convertible Note fair value adjustment totaled $475,250 and was recognized as current period income in the year ended December 31, 2019 (as no portion of such fair value adjustments resulted from instrument-specific credit risk of such note as of such dates), and was inclusive of the fair value adjustment on the November 4, 2019 issue date and the fair value adjustment as of December 31, 2019. The (cash) payment of 3.0% interest on the $7.0 million face value principal of the (unfunded) Series B November 2019 Senior Convertible Note, as such interest is discussed above, resulted in the recognition of $32,667 during the period November 4, 2019 through December 31, 2019, with such interest expense included in other income (expense) in the accompanying consolidated statement of operations. See Note 11, Financial Instruments Fair Value Measurements Redemption Rights The Holder has the option to require the Company to redeem all or a portion of the November 2019 Senior Convertible Notes face value principal then unpaid /outstanding, as follows: * Event of Default - Upon the occurrence of an Event of Default, as defined, the Holder has the option to require the Company to redeem all or a portion of the November 2019 Senior Convertible Notes face value principal then unpaid /outstanding for cash at a price equal to the greater of (a) 115% of the then unpaid /outstanding November 2019 Senior Convertible Notes face value principal, plus earned-but-unpaid Non-Installment Payments, and late charge fees, or (b) the market value of the common stock of the Company underlying the November 2019 Senior Convertible Notes. * Change of Control - Upon the occurrence of a Change of Control, the Holder has the option to require the Company to redeem all or a portion of the November 2019 Senior Convertible Notes for cash at a price equal to the greater of: (a) 115% of the then unpaid /outstanding November 2019 Senior Convertible Notes face value principal plus earned-but-unpaid Non-Installment Payments, and late charge fees; (b) 115% of the market value of the common stock of the Company underlying the November 2019 Senior Convertible Notes; or, (c) 115% of the aggregate cash consideration payable in respect of the common stock of the Company underlying the November 2019 Senior Convertible Notes. * Bankruptcy - Upon occurrence of a Bankruptcy Event of Default, as defined, the Company must immediately pay cash to the Holder equal to 115% of the sum of (a) November 2019 Senior Convertible Notes unpaid /outstanding face value principal, (b) earned-but-unpaid Non-Installment Payments, and (c) late charge fees. Notwithstanding, the Holder may waive the right to receive such payment and retain the conversion and payment rights. Covenants and Other Provisions Under the November 2019 Senior Secured Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, and to have an unrestricted cash balance of at least $2.0 million at each quarterly balance sheet date, among other matters, including, under the Securities Purchase Agreement, the following provisions and covenants: ● Through March 30, 2020, to the extent any portion of the November 2019 Senior Convertible Notes (Series A and Series B) face value principal remains outstanding, the Company may not without the consent of the lender, consummate the sale of any equity or equity-linked security at a price per share less than the initial conversion price of the November 2019 Senior Convertible Notes. After March 30, 2020, if $700,000 principal of the November 2019 Senor Convertible Notes remain outstanding, the Company may consummate the sale of any equity or equity-linked security provided the price per share is equal to or greater than the initial conversion price of the November 2019 Senior Convertible Notes. ● The Company agreed to hold a stockholder meeting by no later than June 28, 2020 to approve stockholder resolutions with respect to each of: approving an increase in the authorized shares of common stock of the Company to 150 million shares from the current 100 million shares; and approving the issuance of shares of common stock of the Company in connection with the November 2019 Senior Convertible Notes for the purposes of compliance with the stockholder approval rules of The Nasdaq Stock Market (“Nasdaq”). ● The November 2019 Senior Convertible Notes private placement investors may participate up to 50% in future equity and equity-linked securities offered by the Company during the three year period ended November 4, 2022. The Company will not effect or enter an agreement to effect any variable rate transaction. Guaranty Agreement The payment of all amounts due and payable under the November 2019 Senior Convertible Notes (Series A and Series B) are guaranteed by the Company and its majority-owned subsidiary Lucid Diagnostics Inc., and the obligations under the November 2019 Senior Convertible Notes are secured by all of the assets of these entities pursuant to the terms of a Guaranty Agreement executed in connection with the November 2019 Senior Secured Convertible Notes private placement discussed above. The Lender may transfer or assign all or any part of the November 2019 Senior Convertible Notes to any person with the prior written consent of the Company, provided no consent shall be required from the Company for any transfer to an affiliate of the Lender, or upon the occurrence and during the continuance of an Event of Default, as defined. Senior Secured Convertible Note - Issued December 27, 2018 In a private placement transaction with an institutional investor (“Investor”, “Lender”, and /or “Holder”) on December 27, 2018, the Company entered into a Securities Purchase Agreement under which it issued the December 2018 Senior Secured Convertible Note, having an issue date of December 27, 2018, a contractual maturity date of December 31, 2020, a face value principal of $7.75 million, and a stated interest rate of 7.875% per annum - referred to herein as the “December 2018 Senior Convertible Note”. At the election of the Holder, the December 2018 Senior Convertible Note may be converted into shares of common stock of the Company, as discussed below. The December 2018 Senior Convertible Note proceeds were $7.0 million after deducting $0.750 million of lender fees (which were recognized as a current period expense on the issue date), and the Company incurred total offering costs of $614,940, inclusive of the payment of $455,000 placement agent fee and legal fees, with such offering costs recognized as an expense in other income (expense) in the accompanying consolidated statement of operations. Additionally, concurrent with the December 2018 Senior Convertible Note, on December 27, 2018 a $5.0 million payment was made with respect to the repayment of the Company’s previously issued Senior Secured Note (between the Company and Scopia Holdings LLC), as further discussed below. Bi-Monthly Payments & Conversion The December 2018 Senior Convertible Note requires bi-monthly payments on the 15th calendar day and the last trading day of the month, commencing January 15, 2019 and ending December 31, 2020, including a contractually stated face value principal repayment, referred to as a bi-monthly Installment Amount, and a payment based on the outstanding face value principal and the 7.875% annual interest rate, referred to herein as a bi-monthly non-installment payment. The bi-monthly payments of January 15, 2019 through June 15, 2019 were non-installment payments only, and the bi-monthly payments from June 28, 2019 through December 31, 2020 include both the Installment Amount and the non-installment payment. As originally structured, the December 2018 Senior Convertible Note Installment Amount included 35 bi-monthly payments of $193,750 from June 28, 2019 through November 30, 2020, and two final payments of $484,375 on each of December 15, 2020 and December 31, 2020, with such bi-monthly dates referred to as Installment Dates. Notwithstanding, future contractual Installment Amounts are reduced by additional face value principal repayments, with the reductions applied in reverse order of maturity of the bi-monthly Installment Amounts, starting with the final December 31, 2020 bi-monthly Installment Amount. In this regard, as of December 31, 2019, the future bi-monthly Installment Amounts have been reduced by an aggregate of $4,330,500 resulting from conversions in excess of the contractual bi-monthly Installment Amount, including a series of “conversion price voluntary adjustments” and the “Accelerated Installment Amount”, each as discussed below. At the election of the Holder, at any time after the December 27, 2018 issue date, the December 2018 Senior Convertible Note may be converted into shares of common stock of the Company at an initial contractual conversion price of $1.60 per share. As amended on April 11, 2019, commencing with the June 28, 2019 bi-monthly payment, the bi-monthly Installment Amount and non-installment payment will be paid by the issue of shares of common stock of the Company, subject to the satisfaction of customary equity conditions, including minimum price and volume thresholds, referred to as an Installment Conversion. In addition to the bi-monthly Installment Amount, the Holder may elect to accelerate the conversion of future bi-monthly Installment Amounts, and interest thereon, referred to herein as an Acceleration Installment Amount, utilizing the then current conversion price of the most recent bi-monthly Installment Conversion, with such Accelerated Installment Amount subject to certain restrictions, as defined. The December 2018 Senior Convertible Note provides for a voluntary adjustment of the conversion price at the discretion of the Company, with the consent of the Holder, wherein during the term of the December 2018 Senior Convertible Note, the Company may at any time reduce the then current conversion price to any amount and for any period of time deemed appropriate by the board of directors of the Company. The Company’s board of directors have adopted guidelines surrounding such a December 2018 Senior Convertible Note voluntary adjustment of the conversion price, if any, to be implemented by management when favorable market conditions exist for the Company to orderly and effectively reduce its outstanding debt to the investor. See below for a discussion of the conversion price voluntary adjustments. Measurement and Recognition The December 2018 Senior Convertible Note fair value adjustments resulted in the recognition of current period expense of $333,849 and $153,000 in the years ended December 31, 2019 and 2018, respectively (as no portion of such fair value adjustments resulted from instrument-specific credit risk of such note as of such dates). As presented above in Note 11, Financial Instruments Fair Value Measurements Year Ended December 31, 2019 Bi-monthly Installment Amount principal repayments - common stock $ 1,727,500 Accelerated Installment Amount principal repayments - common stock 3,016,500 Voluntary conversion price adjustments principal repayments - common stock 1,314,000 Sub-Total: principal repayments - common stock 6,058,000 Non-installment payments - common stock 199,847 Total Installment repayments and Non-Installment payments - common stock $ 6,257,847 Fair Value - Common Stock Issued $ 8,089,163 Debt Extinguishment Loss $ 1,831,316 The fair value of the shares of common stock of the Company issued was measured as the respective issue date quoted closing price per share of the common stock of the Company. December 2018 Senior Convertible Note - Subsequent to December 31, 2019 Subsequent to December 31, 2019, with respect to the December 2018 Senior Convertible Note, a total of $1,642,000 of Acceleration Installment Amount face value principal repayments and corresponding non-installment payments of $3,963, were settled by the issue of 2,042,901 shares of common stock of the Company with a fair value of $2,833,579 (with such fair value measured as the respective issue date quoted closing price per share of the common stock of the Company). As provided for in the December 2018 Senior Secured Convertible Note, the Holder elected to defer the bi-monthly Installment Amount repayments for each of the months January, February, and March 2020. Redemption Rights The Holder has the option to require the Company to redeem all or a portion of the December 2018 Senior Convertible Note face value principal then unpaid /outstanding, as follows: * Event of Default - Upon the occurrence of an Event of Default, as defined, the Holder has the option to require the Company to redeem all or a portion of the December 2018 Senior Convertible Note face value principal then unpaid /outstanding for cash at a price equal to the greater of (a) 115% of the then unpaid /outstanding December 2018 Senior Convertible Note face value principal, plus earned-but-unpaid Non-Installment Payments, and late charge fees, or (b) the market value of the common stock of the Company underlying the December 2018 Senior Convertible Note. * Change of Control - Upon the occurrence of a Change of Control, the Holder has the option to require the Company to redeem all or a portion of the December 2018 Senior Convertible Note for cash at a price equal to the greater of: (a) 115% of the then unpaid /outstanding December 2018 Senior Convertible Note face value principal plus earned-but-unpaid Non-Installment Payments, and late charge fees; (b) 115% of the market value of the common stock of the Company underlying the December 2018 Senior Convertible Note; or, (c) 115% of the aggregate cash consideration payable in respect of the common stock of the Company underlying the December 2018 Senior Convertible Note. * Bankruptcy - Upon occurrence of a Bankruptcy Event of Default, as defined, the Company must immediately pay cash to the Holder equal to 115% of the sum of (a) December 2018 Senior Convertible Note unpaid /outstanding face value principal, (b) earned-but-unpaid Non-Installment Payments, and (c) late charge fees. Notwithstanding, the Holder may waive the right to receive such payment and retain the conversion and payment rights. Covenants and Other Provisions Under the December 2018 Senior Secured Convertible Note, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, and to have an unrestricted cash balance of at least $1.75 million at each quarterly balance sheet date, among other matters, including, under the Securities Purchase Agreement, as follows: ● The December 2018 Senior Convertible Note private placement investor may participate up to 50% in future equity and equity-linked securities offered by the Company during the three year period ended December 27, 2021. The Company will not effect or enter an agreement to effect any variable rate transaction. Guaranty Agreement The payment of all amounts due and payable under the December 2018 Senior Convertible Note are guaranteed by PAVmed Inc. and its majority-owned subsidiary Lucid Diagnostics Inc., and the obligations under the December 2018 Senior Convertible Note are secured by all of the assets of these entities pursuant to the terms of a Guaranty Agreement executed in connection with the December 2018 Senior Secured Convertible Note private placement discussed above. The Lender may transfer or assign all or any part of the December 2018 Senior Convertible Note to any person with the prior written consent of the Company, provided no consent shall be required from the Company for any transfer to an affiliate of the Lender, or upon the occurrence and during the continuance of an Event of Default, as defined. Senior Secured Note and Series S Warrants - In July 2017, the Company and Scopia Holdings LLC (“Scopia” or the “Lender”) previously entered into a Note and Security Purchase Agreement, whereupon Scopia delivering to the Company $4.8 million in net cash proceeds, the Company issued to Scopia and its designees, a Senior Secured Note with an initial principal of $5.0 million (“Senior Secured Note”), and 2,660,000 Series S Warrants to purchase a corresponding number of shares of common stock of the Company. On December 27, 2018, concurrent with the issue of the Senior Convertible Note as discussed above, the Company repaid-in-full the previously issued Senior Secured Note, inclusive of the total outstanding principal payable and the accrued but unpaid interest expense payable as of December 27, 2018, with such repayment comprised of a $5.0 million cash payment and the issue to Scopia of 600,000 shares of common stock of the Company. The Senior Secured Note repayment was executed under a Notice of Prepayment agreement dated December 27, 2018. The Senior Secured Note had a contractual maturity date of June 30, 2019, with such maturity date not subject-to any early repayment provisions. The Company recognized as other income (expense), a debt extinguishment loss of $1.4 million, as discussed below. The Senior Secured Note annual interest rate was 15.0%, with interest payable semi-annually in arrears on June 30 and December 30 of each calendar year, commencing December 30, 2017 (“15% interest expense”). At its sole discretion, the Company was able to defer payment of up to 50% of each of the semi-annual 15% interest expense payable, with such deferred amount added to the outstanding interest-bearing principal balance of the Senior Secured Note. In this regard, the Senior Secured Note principal balance was $5,780,116, as of December 27, 2018 with each such principal amount comprised of the initial principal of $5.0 million and the total unpaid semi-annual interest as of December 27, 2018. The Senior Secured Note and the Series S Warrants are freestanding financial instruments, as the Series S Warrants were immediately legally detachable from the Senior Secured Note and were immediately exercisable. The Series-S Warrants are equity classified in the consolidated balance sheet. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants The $4.8 million of cash proceeds, which were net of the Lender’s issue costs, were allocated to the Senior Secured Note and the Series S Warrants based on their respective relative fair value, as discussed below, resulting in an allocation of $1,408,125 to the Senior Secured Note and $3,434,452 to the Series S Warrants, with the resulting difference of $3,591,875 recognized as Senior Secured Note debt discount, amortized as interest expense over the term of the Senior Secured Note. The Senior Secured Note total interest expense of $2,392,447, for the year ended December 31, 2018, was comprised of $786,145 resulting from the 15% interest expense and $1,606,302 resulting from the amortization of the debt discount. The Senior Secured Note had remaining unamortized debt discount $1,637,972 on the December 27, 2018 date of extinguishment. On the December 27, 2018 repayment date, the Company recognized a debt extinguishment loss of $1.4 million resulting from the difference between a $5.5 million debt reacquisition price and a $4.1 million debt carrying value, net, of the Senior Secured Note as follows: Senior Secured Note - Debt Extinguishment December 27, 2018 Cash payment $ 5,000,000 Fair value - 600,000 shares of common stock issued 550,440 Debt reacquisition price Senior Secured Note $ 5,550,440 Senior Secured Note - original principal $ 5,000,000 Senior Secured Note - additional principal - unpaid interest expense 780,116 Senior Secured Note - total principal $ 5,780,116 Less: Senior Secured Note - remaining unamortized debt discount (1,637,972 ) Senior Secured Note - debt carrying value, net $ 4,142,144 Debt extinguishment loss $ (1,408,296 ) |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 13 — Preferred Stock The Company is authorized to issue 20,000,000 shares of its preferred stock, par value of $0.001 per share, with such designation, rights, and preferences as may be determined from time-to-time by the Company’s board of directors. Series B Convertible Preferred Stock As of December 31, 2019 and 2018, 1,158,209 and 1,069,941 shares of Series B Convertible Preferred Stock (classified in permanent equity) were issued and outstanding, including: 975,568 shares issued-upon-exchange in the March 15, 2018 Exchange Offer, as such exchange offer is discussed below, 33,325 shares of Series B Convertible Preferred Stock converted into a corresponding number of shares of common stock of the Company in July 2018, at the holders election, and a total of 215,966 shares issued in settlement of the aggregate Series B Convertible Preferred Stock dividend payouts, as discussed below. The Series B Convertible Preferred Stock has a par value of $0.001 per share, no voting rights, a stated value of $3.00 per share, and is immediately convertible upon its issuance. At the holders’ election, a share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock of the Company at a common stock conversion exchange factor equal to a numerator and denominator of $3.00, with each such numerator and denominator not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the Company’s common stock. The Series B Convertible Preferred Stock shall not be redeemed for cash and under no circumstances shall the Company be required to net cash settle the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is equity-classified and the initial 975,568 shares issued-upon-exchange were measured at estimated fair value on the March 15, 2018 Exchange Date. See Note 11, Financial Instruments Fair Value Measurements The Series B Convertible Preferred Stock provides for dividends at a rate of 8% per annum based on the $3.00 per share stated value of the Series B Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. The Series B Convertible Preferred Stock dividends from April 1, 2018 through October 1, 2021 are payable-in-kind (“PIK”) in additional shares of Series B Convertible Preferred Stock. The dividends may be settled after October 1, 2021, at the option of the Company, through any combination of the issuance of additional Series B Convertible Preferred Stock, shares of common stock, and /or cash payment. The Series B Convertible Preferred Stock dividends are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders as applicable for each of the periods presented. As of December 31, 2019 and 2018, the Company’s board of directors declared Series B Convertible Preferred Stock dividends, of $264,599 and $382,920, respectively, each settled by the issue of 88,268 and 127,698 additional shares of Series B Convertible Preferred Stock, respectively, each in accordance with the PAVmed Inc. Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock Certificate of Designation”). The Series B Convertible Preferred Stock dividend payable as of July 1, 2018 of earned but unpaid dividends as of June 30, 2018, was inclusive of $243,994 of total dividends related to the previously held and exchanged respective shares of Series A and Series A-1 Convertible Preferred Stock, each earned through the March 15, 2018 Exchange Date, and, upon-exchange, such dividend balance was transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances. Series B Convertible Preferred Stock dividends as of December 31, 2019 and 2018 of $69,493 and $64,196, respectively, were cumulatively earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable as of such dates, and, therefore, were not recognized as a dividend payable liability in the Company’s accompanying consolidated balance sheet. Subsequent to December 31, 2019, in January 2020, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend payment of earned but unpaid dividends as of December 31, 2019, payable as of January 1, 2020, of $69,493, with such dividend payment settled by the issue of an additional 23,182 shares of Series B Convertible Preferred Stock; and in January 2019, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend payment of earned but unpaid dividends as of December 31, 2018, payable as of January 1, 2019, of $64,196, with such dividend payment settled by the issue of an additional 21,413 shares of Series B Convertible Preferred Stock, with each such dividends in accordance with the Series B Convertible Preferred Stock Certificate of Designation. Series A and Series A-1 Convertible Preferred Stock As a result of the completion of the Series A and Series A-1 Exchange on the March 15, 2018 Exchange Date, there were no issued and outstanding shares of Series A Convertible Preferred Stock and Series A Warrants, nor shares of Series A-1 Convertible Preferred Stock and Series A-1 Warrants, as each were fully exchanged-upon-issue of shares of Series B Convertible Preferred Stock and Series Z Warrants, respectively. Additionally, each of the corresponding Series A Warrants derivative liability and the Series A Convertible Preferred Stock conversion option derivative liability were each fully extinguished-upon-exchange as of the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer. See Note 11, Financial Instruments Fair Value Measurements On April 13, 2018, the Company filed with the State of Delaware a Certificate of Elimination for the Series A and Series A-1 Convertible Preferred Stock to cancel all previous and future issuances of Series A and Series A-1 Convertible Preferred stock. In August 2018, the Company’s board of directors declared a Series A Convertible Preferred Stock dividend payment dated July 1, 2018 of earned but unpaid dividends totaling $7,099 with respect to the shares of Series A Convertible Preferred Stock previously converted in November and December 2017, as discussed above. The Series A Convertible Preferred Stock dividends were settled with cash payments. See below for a further discussion of the Series A Convertible Preferred Stock dividends. The Series A Convertible Preferred Stock provided for dividends at a rate of 8% per annum based on the $6.00 per share stated value of the Series A Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors.. Upon the closing of the Series A and Series A-1 Exchange Offer on the March 15, 2018 Exchange Date, cumulative aggregate earned, unpaid, and undeclared Series A Convertible Preferred Stock dividends of $139,058 were transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances, with such balance transferred inclusive of $26,487 earned for the period January 1, 2018 through the March 15, 2018 Exchange Date. I The Series A Convertible Preferred Stock dividends earned and undeclared for the year ended December 31, 2018 are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective period. The Series A-1 Convertible Preferred Stock provided for dividends at a rate of 8% per annum on the $4.00 per share stated value of the Series A-1 Convertible Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s board of directors. The Series A-1 Convertible Preferred Stock dividends from October 1, 2017 through October 1, 2021 were payable-in-kind (“PIK”) in additional shares of Series A-1 Convertible Preferred Stock. Upon the closing of the Series A and Series A-1 Exchange Offer on the March 15, 2018 Exchange Date, cumulative aggregate earned, unpaid, and undeclared Series A-1 Convertible Preferred Stock dividends of $104,936 were transferred to the respective holders’ Series B Convertible Preferred Stock dividend balances, with such balance transferred inclusive of $25,148 earned for the period January 1, 2018 through the March 15, 2018 Exchange Date. The Series A-1 Convertible Preferred Stock dividends were earned, unpaid, accumulated, and in arrears, as the Company’s board of directors had not declared such dividends payable, and, therefore, such dividends were not recognized as a dividend payable liability in the consolidated balance sheet until declared by the Company’s board of directors. The Series A-1 Convertible Preferred Stock dividends earned and undeclared for the year ended December 31, 2018 are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for its respective period. |
Stockholders' Equity and Common
Stockholders' Equity and Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity and Common Stock Purchase Warrants | Note 14 — Stockholders’ Equity and Common Stock Purchase Warrants Common Stock As of December 31, 2019, the Company is authorized to issue up to 100,000,000 million shares of common stock, par value of $0.001 per share. There were 40,478,861 and 27,142,979 shares of common stock issued and outstanding, as of December 31, 2019 and 2018, respectively, summarized as follows: Shares of Common Stock Issued and Outstanding Issued and outstanding as of December 31, 2018 27,142,979 Registered offerings 5,480,000 Conversion of Senior Secured Convertible Note issued December 27, 2018 7,773,110 Employee stock purchase plan 82,772 Issued and outstanding as of December 31, 2019 40,478,861 Issued and outstanding as of December 31, 2017 14,551,234 Equity Subscription Rights Offering 9,000,000 Underwritten public offering 2,649,818 Repayment of debt - Senior Secured Note 600,000 Series W Warrant exercises 34,345 Series S Warrant exercises 274,257 Series B Convertible Preferred Stock conversion 33,325 Issued and outstanding as of December 31, 2018 27,142,979 Year Ended December 31, 2019 ● During April, May, and June 2019, a total of 5,480,000 shares of common stock of the Company were issued in registered offerings, including 4,950,000 shares issued under common stock share subscription agreements entered into with individual investors and 530,000 shares issued under a placement agency agreement, resulting in total proceeds of $5,480,000, before placement agent fees and legal fees of $101,098. ● In 2019, a total of 7,773,110 shares of common stock of the Company were issued upon conversions of the December 2018 Senior Secured Convertible Note. See Note 12, Debt, for further information with respect to the Senior Secured Convertible Note issued December 27, 2018, including the issue of shares of common stock of the Company. ● In October 2019, 82,772 shares of common stock were purchase by employees in participation of the Employee Stock Purchase Plan. See Note 10, Stock-Based Compensation, for further information with respect to the ESPP Year Ended December 31, 2018 ● On December 27, 2018, 600,000 shares of common stock of the Company were issued in connection with the repayment of the Senior Secured Note debt. See Note 12, Debt, for further information with respect to the Senior Secured Note repayment. ● The Company completed an equity subscription rights offering on the June 7, 2018 expiration date of the equity subscription period, with such transaction having a June 12, 2018 close date - referred to herein as the “June 12, 2018 Equity Subscription Rights Offering” (“ESRO”) and was completed under a registration statement on Form S-1 - File No. 333-222581 - declared effective by the SEC on May 23, 2018. ● The June 12, 2018 Equity Subscription Rights Offering involved the Company distributing one non-transferable equity subscription for each of the 17,509,654 issued and outstanding shares of common stock of the Company, as of the record date of May 21, 2018, subject-to the acceptance by the Company of a maximum of 9,000,000 fully-paid equity subscriptions tendered as of the June 7, 2018 expiration date of the equity subscription period. The equity subscription provided for the purchase of a common stock unit at a $1.15 per unit, with each such unit comprised of one share of common stock of the Company and one Series Z Warrant, and immediately separated upon issue into its underlying components. The ESRO resulted in approximately $10.4 million of gross cash proceeds, before approximately $1.0 million of commissions and fees to the dealer-managers, and approximately $0.2 million of offering costs incurred by the Company, upon the issue of 9.0 million common stock units, comprised of one share of common stock of the Company and one Series Z Warrant, as noted above. The ESRO proceeds after the dealer-manager commissions and fees and the offering costs incurred by the Company, were allocated based on relative fair value of approximately $7.1 to the shares of common stock par value and additional paid-in capital and approximately $2.1 million to additional paid-in capital with respect to the Series Z Warrants. ● In January 2018, the Company conducted an underwritten public offering resulting in the issue of a total of 2,649,818 shares of common stock of the Company pursuant to its previously filed and effective shelf registration statement on SEC Form S-3 - File No. 333-220549 - declared effective October 6, 2017, along with a corresponding prospectus supplement dated January 19, 2018. On January 19, 2018, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as sole underwriter, under which the Company agreed to issue to the underwriter at $1.80 per share, 2,415,278 shares of common stock on a firm commitment basis and up to an additional 362,292 shares solely to cover underwriter over-allotments, if any, at the option of the underwriter, exercisable within 45 calendar days from January 19, 2018. On January 23, 2018, 2,415,278 shares of common stock of the Company were issued, and on January 25, 2018, an additional 234,540 shares of common stock of the Company were issued under the underwriter’s over-allotment, resulting in cash proceeds, net of the underwriter’s discount of $4,388,099, before $113,438 of offering costs incurred by the Company. ● On February 8, 2018, the Company issued at total 34,345 shares of common stock from the exercise of a corresponding number of Series W Warrants, at temporary exercise price of $2.00 per share, resulting in $68,690 of cash proceeds, before offering costs of $50,520. See herein below for a discussion of the “Series W Warrants Offer-to-Exercise”. ● In March 2018, 274,257 shares of common stock of the Company were issued, resulting from a corresponding number of Series S Warrants exercised for $2,743 of cash proceeds. ● In July 2018, 33,325 shares of common stock of the Company were issued upon the conversion of a corresponding number of shares of Series B Convertible Preferred Stock. Common Stock Purchase Warrants The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated: December 31, Weighted Average Exercise December 31, 2018 Weighted Average Exercise Expiration Date Equity classified warrants Series Z Warrants 16,815,039 $ 1.60 16,815,039 $ 1.60 April 2024 UPO - Series Z Warrants 53,000 $ 1.60 53,000 $ 1.60 January 2022 Series W Warrants 381,818 $ 5.00 381,818 $ 5.00 January 2022 UPO - Series W Warrants - - - - January 2022 Series S Warrants 1,199,383 $ 0.01 1,199,383 $ 0.01 January 2032 Total 18,449,240 $ 1.57 18,449,240 $ 1.57 Series Z Warrants There were 16,815,039 Series Z Warrants issued and outstanding as of December 31, 2019 and 2018, including: the initial issue of 2,739,190 Series Z Warrants on the March 15, 2018 Exchange Date of the Series A and Series A-1 Exchange Offer; the issue of 5,075,849 Series Z Warrants on the April 5, 2018 Exchange Date of the Series W Warrants Exchange Offer; and the issue of 9,000,000 Series Z Warrants on the June 12, 2018 close date of the Equity Subscription Rights Offering. Upon issue, a Series Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $1.60 per share, effective June 1, 2018. The Series Z Warrant exercise price was initially $3.00 per share through May 31, 2018. On May 15, 2018, the Company’s board of directors approved a reduction to the Series Z Warrant exercise price to $1.60 per share, effective June 1, 2018, upon completion of the period-of-notice to the holders of Series Z Warrants then issued and outstanding. See herein below for further information with respect to the modification expense recognized in connection with the Series Z Warrant exercise price adjustment. The Series Z Warrant $1.60 exercise price is not subject-to further adjustment, unless by action of the PAVmed Inc board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. Under no circumstances will the Company be required to net cash settle the Series Z Warrants, nor to pay any liquidated damages in lieu of delivery of shares of common stock of the Company resulting from a failure to satisfy any obligations under the Series Z Warrant, and, the Series Z Warrants expire after the close of business on April 30, 2024, if not earlier redeemed by the Company, as discussed below. Commencing on May 1, 2019, the Company may redeem the outstanding Series Z Warrants, at the Company’s option, in whole or in part, at a price of $0.01 per Series Z Warrant at any time while the Series Z Warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the volume weighted average closing price of the common stock of the Company equals or exceeds $9.00 (subject to adjustment) for any 20 out of 30 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the common stock of the Company during such 30-day period is at least 20,000 shares per day; and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Series Z Warrants. As noted above, on April 5, 2018, a total of 5,075,849 Series Z Warrants were issued-upon-exchange of 10,151,682 Series W Warrants, referred to as the “Series W Warrants Exchange Offer” and the “April 5, 2018 Exchange Date”. In this regard, pursuant to an offer-to-exchange letter dated February 20, 2018, as included in a Tender Offer Statement on Schedule TO filed with the SEC on February 20, 2018, the Company offered to issue one Series Z Warrant in exchange for two Series W Warrants. Such Series W Warrants Exchange Offer commenced on February 20, 2018 and had April 2, 2018 expiration date. The Series W Warrants Offer-to-Exchange was completed after expiration of the guaranteed delivery period on April 5, 2018. The Series Z Warrant exercise price adjustment to $1.60 per share from $3.00 per share, as discussed above, resulted in the recognition of a modification expense on the June 1, 2018 effective date of the Series Z Warrant exercise price adjustment, under the analogous guidance with respect to stock option modification under FASB ASC Topic 718, Stock-Based Compensation Fair Value Assumptions - June 1, 2018 Immediately after Modification Immediately before Modification Calculated aggregate estimated fair value $ 3,477,692 $ 2,336,697 Series Z Warrants - issued and outstanding - June 1, 2018 7,815,039 7,815,039 Value of common stock per share $ 1.00 $ 1.00 Exercise price per share - Series Z Warrant $ 1.60 $ 3.00 Expected term - years 5.9 5.9 Volatility 58 % 58 % Risk free interest rate 2.8 % 2.8 % Dividend yield 0 % 0 % Series Z Warrants - continued Additionally, the Series Z Warrants issued in both the Series A and Series A-1 Exchange Offer on March 15, 2018 and the Series W Warrants Exchange Offer on April 5, 2018, as each exchange offer is discussed above, were issued under the (original) “Series Z Warrant Agreement”. The Company’s board of directors approved Amendment No. 1 to the original Series Z Warrant Agreement, resulting in the “Amended and Restated Series Z Warrant Agreement”, dated June 8, 2018, referred to as the Amended Series Z Warrant Agreement. The principal provisions of the Series Z Warrant Agreement Amendment No. 1, include among other items: to provide for a “late delivery fee” for shares issued outside of the “standard delivery period”, including delivery of shares upon Series Z Warrant exercise for open market or other purchase transactions - i.e. “buy-in fee”, with each such payment, if any, in addition to and not in lieu of delivery of shares, and, to provide for a standard provision (“plain vanilla”) in the event the Company engages in a “Fundamental Transaction”, as defined, wherein the Series Z Warrant may participate pari passu with common stockholders in the consideration paid by an acquiror for the Company’s shares, with such payment, if any, made by the acquiring entity and not paid by the Company as issuer. The Series Z Warrant Agreement Amendment No. 1, was evaluated under the analogous guidance with respect to stock option modification under FASB ASC 718, as discussed above, but did not result in the recognition of a modification expense as there was no incremental increase in the estimated fair value as described above. Series W Warrants There were 381,818 Series W Warrants issued and outstanding as of December 31, 2019 and 2018. The Series W Warrants have an exercise price of $5.00 per share, with such exercise price not subject to further adjustment, except in the event of stock dividends, stock splits or similar events affecting the common stock of the Company, and became exercisable on October 28, 2016 and expire on January 29, 2022, or earlier upon redemption by the Company, as discussed below. Under no circumstances will the Company be required to net cash settle the Series W Warrants, nor to pay any liquidated damages resulting from a failure to satisfy any obligations under the Series W Warrant. The Series W Warrant Exchange Offer resulted in the recognition of a modification expense on the April 5, 2018 Exchange Date, under the analogous guidance with respect to stock option modification under FASB ASC 718, as described above with respect to the “Series Z Warrant June 1, 2018 exercise price adjustment”. In this regard, the Series W Warrants exchanged-upon-issue of the Series Z Warrants resulted in the recognition of a current period modification expense of $766,456 included in other income (expense) in the consolidated statement of operations, with a corresponding increase to additional paid-in capital, resulting from the incremental estimated fair value of the consideration given of $3,304,377 of the 5,075,849 Series Z Warrants issued-upon-exchange as compared of the $2,537,921 estimated fair value of the 10,151,682 Series W Warrants extinguished-upon-exchange. The April 5, 2018 Exchange Date estimated fair values of each of the Series Z Warrants and Series W Warrants noted above, were each computed using the Black-Scholes option pricing model, using the following assumptions: Series Z Warrants Series W Warrants Calculated aggregate estimated fair value $ 3,304,377 $ 2,537,921 Series Z Warrants issued-upon-exchange 5,075,849 - Series W Warrants extinguished-upon-exchange - 10,151,682 Value of common stock $ 1.66 $ 1.66 Exercise price per share $ 3.00 $ 5.00 Expected term (years) 2.7 3.8 Volatility 55 % 55 % Risk free rate 2.7 % 2.5 % Dividend yield 0 % 0 % On January 11, 2018, the Company filed with the SEC a Tender Offer Statement on Schedule TO offering Series W Warrants holders a temporary exercise price of $2.00 per share, with such offer having an expiry of February 8, 2018, referred to as the “Series W Warrants Offer-to-Exercise”. As of the February 8, 2018 expiry date, a total of 34,345 Series W Warrants were exercised at the temporary exercise of $2.00 per share, resulting in $68,690 of cash proceeds, before offering costs of $50,520. The Company may redeem the outstanding Series W Warrants (other than those outstanding prior to the IPO held by the Company’s management, founders, and members thereof, but including the warrants held by the initial investors), at the Company’s option, in whole or in part, at a price of $0.01 per warrant: at any time while the warrants are exercisable; upon a minimum of 30 days’ prior written notice of redemption; if, and only if, the volume weighted average price of the Company’s common stock equals or exceeds $10.00 (subject-to adjustment) for any 20 consecutive trading days ending three business days before the Company issues its notice of redemption, and provided the average daily trading volume in the stock is at least 20,000 shares per day; and, if, and only if, there is a current registration statement in effect with respect to the shares of common stock of the Company underlying such warrants. The right to exercise will be forfeited unless the Series W Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of an Series W Warrant will have no further rights except to receive the redemption price for such holder’s Series W Warrant upon its surrender. Series S Warrants There were 1,199,383 Series S Warrants issued and outstanding as of December 31, 2019 and 2018, respectively. Previously, under the Note and Security Purchase Agreement with Scopia, the Company issued a total of 2,660,000 Series S Warrants to Scopia and its designees, which were immediately exercisable upon issuance and each may be exercised for one share of common stock of the Company at an exercise price of $0.01 per share, with such exercise price not subject to further adjustment, except for the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. The Series S Warrants may be exercised for cash or on a cashless basis. The Senior Secured Note and the Series S Warrants are freestanding financial instruments, as the Series S Warrants were immediately legally detachable from the Senior Secured Note and were immediately exercisable. Under no circumstances will the Company be required to net cash settle the Series S Warrants, nor to pay any liquidated damages resulting from a failure to satisfy any obligations under the Series S Warrant. The Series-S Warrants are classified as equity in the consolidated balance sheet. Subsequent to December 31, 2019, in January 2020, the remaining 1,199,383 Series S Warrants were exercised for $11,994 of cash proceeds and the issue of a corresponding number of shares of common stock of the Company. Previously, in March 2018, a total of 274,257 Series S Warrants exercised for $2,743 of cash proceeds, resulting in the issue of a corresponding number of a shares of common stock of the Company. Unit Purchase Options Previously, on the April 28, 2016 closing date of the Company’s IPO, a total of 53,000 unit purchase options were issued to the IPO selling agents, with each such unit purchase option issued on April 28, 2016 referred to as an “UPO-W”. The UPO-W, with an exercise price of $5.50 per unit, could have been exercised to purchase the same unit issued in the Company’s IPO, with such unit comprised of one share of common stock of the Company and one Series W Warrant to purchase one share of common stock of the Company at an exercise price of $5.00 per share, along with the other provisions of the Series W Warrant as discussed above. The UPO-W had a January 29, 2021 expiration date. The issue of the UPO-W to the IPO selling agents was recognized as an offering cost of the Company’s IPO, with an estimated fair value of $105,100, determined using a Black-Scholes option pricing model with the following assumptions: fair value of the underlying unit of $5.00, expected volatility of 50%, risk free rate of 1.28%, remaining contractual term of 4.6 years, and a dividend yield of 0%. On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z, with an exercise price of $5.50 per unit, may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant to purchase one share of common stock of the Company at an exercise price of $1.60 per share, along with the other provisions of the Series Z Warrant as discussed above. The UPO-Z has a January 29, 2021 expiration date. The UPO Exchange Offer resulted in the recognition of a modification expense under the analogous guidance with respect to stock option modification under FASB ASC 718, as described above with respect to the “June 1, 2018 Series Z Warrant exercise price adjustment”. In this regard, the UPO-Z issued-upon-exchange of the UPO-W resulted in the recognition of a modification expense of $2,120 included in other income (expense) in the consolidated statement of operations, with a corresponding increase to additional paid-in capital in the consolidated balance sheet, resulting from the incremental estimated fair value of the consideration given of $3,180 of the 53,000 UPO-Z issued-upon-exchange as compared to the estimated fair value of $1,060 of the 53,000 UPO-W extinguished-upon-exchange. The August 22, 2018 estimated fair values of each of the UPO-Z and UPO-W were each computed using the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions UPO-Z UPO-W Calculated aggregate estimated fair value $ 3,180 $ 1,060 UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange 53,000 53,000 Value of common stock $ 1.38 $ 1.38 Value of Series Z Warrant /Series W Warrants $ 0.53 $ 0.05 Exercise price per unit - UPO-Z /UPO-W $ 5.50 $ 5.50 Expected term (years) 2.4 2.4 Volatility 42 % 42 % Risk free rate 2.6 % 2.6 % Dividend yield 0 % 0 % Noncontrolling Interest The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Year Ended December 31, 2019 December 31, 2018 NCI - equity (deficit) - beginning of period (161,512 ) - Investment in majority-owned subsidiary- Lucid Diagnostics Inc. - 1,812 Investment in majority-owned subsidiary- Solys Diagnostics Inc. 889 - Share Subscription Receivable - Solys Diagnostics Inc. (889 ) - Net loss attributable to NCI- Lucid Diagnostics Inc. (801,224 ) (204,072 ) Net loss attributable to NCI- Solys Diagnostics Inc. (9,666 ) - Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan 158,123 40,748 NCI - equity (deficit) - end of period (814,279 ) (161,512 ) The consolidated noncontrolling interest presented above is with respect to the Company’s majority-owned subsidiaries Lucid Diagnostics Inc. (inception date of May 8, 2018) and Solys Diagnostics Inc. (inception date of October 7, 2019). As of December 31, 2019, there were 10.0 million shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 81.875% majority-interest ownership and has a controlling financial interest, with the remaining 18.125% minority-interest ownership held by CWRU and each of the three physician inventors of the “EsoGuard Technology”. Accordingly, Lucid Diagnostics Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2019 and December 31, 2018, along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations in the year ended December 31, 2019 and December 31, 2018. As of December 31, 2019, there were 9,189,190 shares of common stock of Solys Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 90.3235% majority-interest ownership and has a controlling financial interest, with the remaining 9.6765% minority-interest ownership held by unrelated third parties. Accordingly, Solys Diagnostics Inc. is a consolidated majority-owned subsidiary of the Company, for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity in the consolidated balance sheet as of December 31, 2019, along with the recognition of a net loss attributable to the NCI in the consolidated statement of operations in the year ended December 31, 2019. See Note 10, Stock-Based Compensation |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 15 — Loss Per Share The “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated - is as follows: Year Ended December 31, 2019 2018 Numerator Net loss - before noncontrolling interest $ (17,268,131 ) $ (18,172,822 ) Net loss attributable to noncontrolling interest 810,890 204,072 Net loss - as reported, attributable to PAVmed Inc. $ (16,457,241 ) $ (17,968,750 ) Convertible Preferred Stock dividends (1) Series B $ (269,895 ) $ (203,123 ) Series A-1 — (25,148 ) Series A — (26,487 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock — (726,531 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock — 199,241 Net loss attributable to PAVmed Inc. common stockholders $ (16,727,136 ) $ (18,750,798 ) Denominator Weighted-average common shares outstanding basic and diluted(2) (3) 30,197,458 22,276,347 Loss per share Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. $ (0.54 ) $ (0.81 ) - Net loss attributable to PAVmed Inc. common stockholders $ (0.55 ) $ (0.84 ) The common stock equivalents excluded from the computation of diluted weighted average shares outstanding have as their inclusion would be anti-dilutive, are as follows: December 31, 2019 2018 Stock Options and Unvested Restricted Stock Awards 5,903,529 3,327,140 Unit purchase options - “UPO-Z” /”UPO-W” - as to shares of common stock (4) 53,000 53,000 Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants (4) 53,000 53,000 Series Z Warrants 16,815,039 16,815,039 Series W Warrants 381,818 381,818 Series S Warrants (5) - 1,199,383 Series B Convertible Preferred Stock (6) 1,158,209 1,069,941 Total 24,364,595 22,899,321 (1) The convertible preferred stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: with respect to the Series B Convertible Preferred Stock, for the year ended December 31, 2019 and from March 16, 2018 to December 31, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; (2) Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2019 and 2018 include the shares of the Company issued and outstanding during the year ended December 31, 2019, and during the year ended December 31, 2019, the Series S Warrants for the period February 1, 2019 to December 31, 2019 (as discussed herein below), each on a weighted average basis. The basic weighted average number of shares outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. (3) The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. (4) On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants (5) The Series S Warrants were issued in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. The Series S Warrants were not included in weighted average shares outstanding for the year ended December 31, 2018 due to certain contractual restrictions on the ability of the holder to exercise the Series S Warrant, with such contractual restrictions ending in January 2019. (6) If converted at the election of the holder, the shares of Series B Convertible Preferred Stock issued and outstanding would result in a corresponding number of additional outstanding shares of common stock of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events Other Matters Except as otherwise noted herein, the Company has evaluated subsequent events through the date of filing of this Annual Report on Form 10-K and determined there to be no further events requiring adjustments to the consolidated financial statements and /or disclosures therein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company holds a majority ownership interest and has a controlling financial interest in Lucid Diagnostics Inc. and Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated equity (deficit), including the recognition in the consolidated statement of operations of the net loss attributable to the noncontrolling interest based on the respective minority interest ownership of each respective entity. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates in these consolidated financial statements include those related to the fair value of each of: debt obligations, common stock purchase warrants, and derivative liabilities. Additional significant estimates include the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgements, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such judgements, assumptions, and accounting estimates, the actual financial statement results could differ materially from such accounting estimates and assumptions. |
JOBS Act Accounting Election | JOBS Act EGC Accounting Election The Company is an “emerging growth company” or “EGC”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies who are not an EGC. |
Segment Data | Segment Data The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising additional capital, refinance the debt upon maturity, obtaining regulatory approvals for its products currently under development, commercializing and generating revenues from products currently under development, and continuing to control expenses. However, there is no assurance the Company will be successful in these efforts. A failure to raise sufficient capital, refinance the debt upon maturity, obtain regulatory approvals and clearances for the Company’s products, generate sufficient product revenues, or control expenditures, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives, and therefore, raises substantial doubt of the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. |
Cash | Cash The Company maintains its cash at a major financial institution with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. |
Offering Costs | Offering Costs Offering costs consist of certain legal, accounting, and other advisory fees incurred related to the Company’s efforts to raise debt and equity capital. Offering costs in connection with equity financing are recognized as either an offset against the financing proceeds to extent the underlying security is equity classified or a current period expense to extent the underlying security is liability classified or for which the fair value option is elected. Offering costs, lender fees, and warrants issued in connection with debt financing, to the extent the fair value option is not elected, are recognized as debt discount, which reduces the reported carrying value of the debt, with the debt discount amortized as interest expense, generally over the contractual term of the debt agreement, to result in a constant rate of interest. Offering costs associated with in-process capital financing are accounted for as deferred offering costs. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as incurred and include the salary and stock-based compensation of employees engaged in product research and development activities, and the costs related to the Company’s various contract research service providers, suppliers, engineering studies, supplies, and outsourced testing and consulting fees, as well as depreciation expense and rental costs for equipment used in research and development activities, and fees incurred for access to certain facilities of contract research service providers. |
Patent Costs and Purchased Patent License Rights | Patent Costs and Purchased Patent License Rights Patent related costs in connection with filing and prosecuting patent applications and patents filed by the Company are expensed as incurred and are included in the line item captioned “general and administrative expenses” in the accompanying consolidated statements of operations. Patent fee reimbursement expense incurred under the patent license agreement agreements are included in the line item captioned “research and development expenses” in the accompanying consolidated statements of operations. The Company has entered into agreements with third parties to acquire technologies for potential commercial development. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of patent license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with FASB ASC Topic 730-10-55, “Research and Development”, expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the FDA, are charged to research and development expense as incurred. Future contract milestone payments will be recognized as expense when achievement of the milestone is determined to be probable and the amount of the corresponding milestone can be objectively estimated. |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are made to employees, members of its board of directors, and non-employees, under each of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan and the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan. The stock-based awards granted to employees and members of the Company’s board of directors are accounted for in accordance with FASB ASC Topic 718, Stock Compensation Equity-Based Payments to Non-Employees The Company measures stock-based compensation of stock-based awards granted to employees and members of its board of directors using the grant-date estimated fair value of the stock-based award and recognizes such estimated fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the respective stock-based award, with such straight-line recognition adjusted so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the respective vested stock-based award. The Company measures the expense of stock-based awards granted to non-employees on a vesting date basis, fixing the fair value of vested non-employee stock options as of their respective vesting date. The fair value of vested non-employee stock options is not subject-to- further remeasurement at subsequent reporting dates. The estimated fair value of the unvested non-employee stock options is remeasured to then current fair value at each subsequent reporting date, until such time when the stock options vest, at which time the fair value is fixed, as noted above. The estimated fair value of stock-based awards granted to non-employees is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective non-employee stock-based award, with such straight-line recognition adjusted so the cumulative expense recognized is at-least equal-to-or-greater-than the estimated fair value of the respective vested stock-based award. |
Financial Instruments Fair Value Measurements | Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. As of December 31, 2019, and December 31, 2018, the carrying values of cash, and accounts payable, approximate their respective fair value due to the short-term nature of these financial instruments. |
Fair Value Option ("FVO") Election | Fair Value Option (“FVO”) Election The Company accounts for the Senior Secured Convertible Notes issued November 4, 2019 (Series A and Series B) and the Senior Secured Convertible Note issued December 27, 2018, under the “fair value option” election of ASC 825, Financial Instruments The Senior Secured Convertible Notes noted above are each a debt host financial instrument containing embedded features and /or options which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging The estimated fair value adjustment, as required by ASC 825-10-45-5, is recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying consolidated statement of operations. With respect to each of the above Senior Secured Convertible Note, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the accompanying consolidated statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, as required by FASB ASC Topic 740, Income Taxes, (ASC 740). Current tax liabilities or receivables are recognized for the amount of estimated income tax payable and /or refundable for the current year. Deferred tax assets and deferred tax liabilities are recognized for estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, along with net operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred tax assets and deferred tax liabilities are recorded in the provision for income taxes. Under ASC 740, a “more-likely-than-not” criterion is applied when assessing the estimated realization of deferred tax assets through their utilization to reduce future taxable income, or with respect to a deferred tax asset for tax credit carryforward, to reduce future tax expense. A valuation allowance is established, when necessary, to reduce deferred tax assets, net of deferred tax liabilities, when the assessment indicates it is more-likely-than-not, the full or partial amount of the net deferred tax asset will not be realized. As a result of the evaluation of the positive and negative evidence bearing upon the estimated realizability of net deferred tax assets, and based on a history of operating losses, it is more-likely-than-not the deferred tax assets will not be realized, and therefore a valuation allowance reserve equal to the full amount of the deferred tax assets, net of deferred tax liabilities, has been recognized as a charge to income tax expense as of December 31, 2019 and 2018. The Company recognizes the benefit of an uncertain tax position it has taken or expects to take on its income tax return if such a position is more-likely-than-not to be sustained upon examination by the taxing authorities, with the tax benefit recognized being the largest amount having a greater than 50% likelihood of being realized upon ultimate settlement. As of December 31, 2019 the Company does not have any unrecognized tax benefits resulting from uncertain tax positions. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. There were no amounts accrued for penalties or interest as of December 31, 2019 and December 31, 2018 or recognized during the years ended December 31, 2019 and 2018. The Company is not aware of any issues under review to potentially result in significant payments, accruals, or material deviations from its position. |
Net Loss Per Share | Net Loss Per Share The net loss per share is computed by dividing each of the respective net loss by the number of “basic weighted average common shares outstanding” and diluted weighted average shares outstanding” for the reporting period indicated. The basic weighted-average shares common shares outstanding are computed on a weighted average based on the number of days the shares of common stock of the Company are issued and outstanding during the respective reporting period indicated. The diluted weighted average common shares outstanding are the sum of the basic weighted-average common shares outstanding plus the number of common stock equivalents’ incremental shares on an if-converted basis, computed using the treasury stock method, computed on a weighted average based on the number of days potentially issued and outstanding during the period indicated, if dilutive. The Company’s common stock equivalents include: stock options, unit purchase options, convertible preferred stock, and common stock purchase warrants. Notwithstanding, as the Company has a net loss for each reporting period presented, each of the basic and diluted net loss per share for each period presented is computed using only the basic weighted average common shares outstanding for each respective reporting period, as the inclusion of common stock equivalents incremental shares would be anti-dilutive. The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. Accordingly, as presented in the accompanying consolidated statement of operations, basic weighted average common shares outstanding are used to compute the basic and diluted net loss per share attributable to PAVmed Inc. and the basic and diluted net loss per share attributable to PAVmed Inc. common stockholders, for each reporting period presented. |
Recent Accounting Standards | Recent Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes”, In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, In June 2018, the FASB has issued Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers The ASU 2018-07 amended ASC-718 guidance is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, and for all other entities, including the Company (as a result of its “JOBS Act EGC Accounting Standards Election”, as such election is discussed above), such amended guidance is effective for fiscal years beginning after December 15, 2019 (i.e. December 31, 2020), and interim periods within fiscal years beginning after December 15, 2020 (i.e. commencing with the interim period three months ending March 31, 2021, and thereafter). The Company does not expect the standard to have a significant impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) - Part I - Accounting for Certain Financial Instruments with Down-Round Features, and Part II - Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of: December 31, 2019 2018 Deposits $ 34,119 $ 44,250 Advanced payments to service providers and suppliers 294,165 193,790 Total prepaid expenses and other current assets $ 328,284 $ 238,040 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of: December 31, 2019 2018 Bonus $ 1,025,497 $ 873,621 Payroll — 145,937 Vacation 28,848 38,763 Employee stock purchase plan 20,796 — EsoGuard License Agreement fee 222,553 222,553 Operating Expenses 89,079 49,872 Total accrued expenses and other current liabilities $ 1,386,773 $ 1,330,746 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense for respective periods noted is as follows: Year Ended December 31, 2019 December 31, 2018 Current Federal, State, and Local $ - $ - Deferred: Federal (3,342,301 ) (2,990,653 ) State and local (4,808,053 ) (1,825,988 ) (8,150,354 ) (4,816,641 ) Less: Valuation allowance reserve 8,150,354 4,816,641 $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to the effective income tax rate for the respective period noted is as follows: Year Ended December 31, 2019 December 31, 2018 U.S. federal statutory rate 21.0 % 21.0 % U.S. state and local income taxes, net of federal tax benefit 14.2 % 8.3 % Permanent Differences -3.5 % -2.8 % Other 15.5 % 0.0 % Valuation Allowance -47.2 % -26.5 % Effective tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the net deferred tax assets for the respective period noted is as follows: Year Ended December 31, 2019 December 31, 2018 Deferred tax assets Net operating loss $ 14,060,172 $ 7,155,358 Non-deductible interest expense 357,021 247,938 Debt issue costs 285,114 426,817 Stock-based compensation expense 1,212,864 586,164 Patent licenses 13,886 15,826 Research and development tax credit carryforward 396,371 91,535 Accrued expenses 371,179 12,123 Section 195 deferred start-up costs 27,434 24,286 Deferred tax assets $ 16,724,041 $ 8,560,047 Deferred Tax Liabilities Depreciation (16,407 ) (2,766 ) Deferred Tax Liabilities (16,407 ) (2,766 ) Deferred tax assets, net of deferred tax liabilities 16,707,634 8,557,281 Less: valuation allowance (16,707,634 ) (8,557,281 ) Deferred tax assets, net after valuation allowance $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summarizes Information About Stock Options | PAVmed Inc 2014 Equity Plan - Stock Options Weighted Remaining Number Average Contractual Stock Exercise Term Options Price (Years) Outstanding at December 31, 2017 1,936,924 $ 5.19 Granted 1,585,324 $ 2.01 Exercised — $ — Forfeited (195,108 ) $ 5.00 Outstanding at December 31, 2018 3,327,140 $ 3.68 8.3 Vested and exercisable at December 31, 2018 1,620,310 $ 4.40 7.8 Outstanding at December 31, 2018 3,327,140 $ 3.68 Granted 1,925,000 $ 1.00 Exercised — $ — Forfeited (48,611 ) $ 5.00 Outstanding at December 31, 2019 5,203,529 $ 2.68 8.1 Vested and exercisable at December 31, 2019 3,270,487 $ 3.45 7.5 Lucid Diagnostics Inc. 2018 Equity Play – Stock Options Weighted Remaining Number Average Contractual Stock Exercise Term Options Price (Years) Outstanding at December 31, 2017 — $ Granted 375,000 $ 0.60 Exercised — $ — Forfeited — $ — Outstanding at December 31, 2018 375,000 $ 0.60 9.4 Vested and exercisable at December 31, 2018 87,500 $ 0.57 9.4 Unvested at December 31, 2018 287,500 $ 0.61 Outstanding at December 31, 2018 375,000 $ 0.60 Granted 620,000 $ 1.02 Exercised — $ — Forfeited — $ Outstanding at December 31, 2019 995,000 $ 0.86 9.0 Vested and exercisable at December 31, 2019 507,495 $ 0.83 8.9 Unvested at December 31, 2019 487,505 $ 0.89 |
Schedule of Stock-Based Compensation Awards Granted | Consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards, for the periods indicated, was as follows: Year Ended December 31, 2019 2018 General and administrative expenses $ 1,162,370 $ 948,143 Research and development expenses 408,282 280,556 Total $ 1,570,652 $ 1,228,699 |
Schedule of Unrecognised Compensation Expense | Year Ended December 31, 2019 2018 Lucid Diagnostics Inc 2018 Equity Plan - research and development expenses $ 158,123 $ 40,748 PAVmed Inc 2014 Equity Plan - research and development expenses 15,822 12,485 Total stock-based compensation expense - recognized by Lucid Diagnostics Inc. $ 173,945 $ 53,233 |
Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Stock-based compensation expense recognized for stock options granted to employees and members of the board of directors under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $0.92 per share and $1.21 per share, during the year ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 5.7 5.8 Expected stock price volatility 50 % 50 % Risk free interest rate 2.2 % 2.1 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.32 per share during the year ended December 31, 2019, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 Expected term of stock options (in years) 5.8 Expected stock price volatility 63 % Risk free interest rate 2.1 % Expected dividend yield 0 % |
Non-employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | Stock-based compensation expense recognized for stock options granted to non-employees under the PAVmed Inc. 2014 Equity Plan was based on a weighted average fair value of $1.97 per share and $1.97 per share, during the year ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 8.5 8.7 Expected stock price volatility 59 % 60 % Risk free interest rate 2.3 % 2.5 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized for stock options granted to non-employees under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average fair value of $0.29 and $0.51 per share during the years ended December 31, 2019 and 2018, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Year Ended December 31 2019 2018 Expected term of stock options (in years) 8.8 9.4 Expected stock price volatility 57 % 62 % Risk free interest rate 2.1 % 2.7 % Expected dividend yield 0 % 0 % |
Financial Instruments Fair Va_2
Financial Instruments Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The fair value hierarchy table for the periods indicated is as follows: Fair Value Measurement on a Recurring Basis at Reporting Date Using (1) Level - 1 Level - 2 Level - 3 Total December 31, 2019 Senior Secured Convertible Note - issued December 27, 2018 $ - $ - $ 1,700,000 $ 1,700,000 Senior Secured Convertible Note - Series A - issued November 4, 2019 - - $ 6,439,000 $ 6,439,000 Totals $ - $ - $ 8,139,000 $ 8,139,000 December 31, 2018 Senior Secured Convertible Note - issued December 27, 2018 $ - $ - $ 7,903,000 $ 7,903,000 Totals $ - $ - $ 7,903,000 $ 7,903,000 (1) As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. |
Schedule of Senior Convertible Note Estimated Fair Value | As discussed above, under the ASC-825 FVO election the Series A November 2019 Senior Convertible Note was initially measured at its estimated fair value on its issue date of November 4, 2019, summarized as follows: Series A November 2019 Senior Secured Convertible Note - Issue Date November 4, 2019 Fair Value Face value principal - Series A November 2019 Senior Convertible Note $ 7,000,000 Less: lender fees (700,000 ) Cash proceeds - Series A November 2019 Senior Convertible Note $ 6,300,000 Loss-upon-issue - lender fees 700,000 Fair value adjustment (648,000 ) Fair value - Series A November 2019 Senior Convertible Note - issue date November 4, 2019 $ 6,352,000 |
Schedule of Senior Convertible Note Estimated Fair Value and Changes in Face Value Principal Payable | The Series A November 2019 Senior Convertible Note estimated fair value and face value principal, and the corresponding changes in estimated fair value and face value principal payable, as of each of the respective dates noted, are as follows: Fair Value Face Value Principal Payable Fair Value /Face Value principal - issue date November 4, 2019 $ 6,352,000 $ 7,000,000 Less: repayment - bi-monthly Installment Amount - common stock — — Less: repayment - Accelerated Installment Amount - common stock — — Less: non-installment payments - cash (85,750 ) — Less: non-installment payments - common stock — — Fair value adjustment 172,750 — Fair Value /Face Value principal - December 31, 2019 $ 6,439,000 $ 7,000,000 The December 2018 Senior Convertible Note estimated fair value and face value principal, and the corresponding changes in estimated fair value and face value principal payable, as of each of the respective dates noted, is summarized as follows: Face Value Principal Face Value Payable Fair Value /Face Value principal payable - issue date December 27, 2018 $ 7,750,000 $ 7,750,000 Less: repayment - bi-monthly Installment Amount - common stock — Less: repayment - Accelerated Installment Amount - common stock — Less: non-installment payments - cash — Less: non-installment payments - common stock — Fair value adjustment 153,000 — Fair Value /Face Value Principal Payable - December 31, 2018 $ 7,903,000 7,750,000 Less: repayment - bi-monthly Installment Amount - common stock 1,727,500 1,727,500 Less: repayment - Accelerated Installment Amount - common stock 3,016,500 3,016,500 Less: repayment - voluntary conversion price adjustments - common stock 1,314,000 1,314,000 Less: non-installment payments - cash 279,002 — Less: non-installment payments - common stock 199,847 — Fair value adjustment 333,849 — Fair Value /Face Value Principal Payable - December 31, 2019 $ 1,700,000 $ 1,692,000 |
Schedule of Fair Value Assumption Used | The estimated fair value of the Senior Convertible Note Series A as of its November 4, 2019 issue date and as of December 31, 2019, was computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: December 31, 2019 Issue Date Face value principal payable $ 7,000,000 $ 7,000,000 Original Conversion price $ 1.60 $ 1.60 Value of common stock $ 0.89 $ 0.89 Expected term (years) 1.78 1.93 Volatility 55 % 55 % Risk free rate 1.58 % 1.6 % The estimated fair value as of December 31, 2019, December 31, 2018 and on issue date of December 27, 2018 of the December 2018 Senior Secured Convertible Note was computed using a combination of the present value of the Senior Secured Convertible Note cash flows using a synthetic credit rating analysis’ required rate of return and the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions Year Ended Issue Date December 2018 Senior Secured Convertible Note December 31, 2019 December 31, 2018 December 27, 2018 Face value principal payable $ 1,692,000 $ 7,750,000 $ 7,750,000 Required rate of return 11.1 % 13.1 % 13.2 % Conversion price $ 1.60 $ 1.60 $ 1.60 Value of common stock $ 1.20 $ 0.96 $ 0.92 Expected term (years) 0.21 2 2 Volatility 49 % 50 % 46 % Risk free rate 1.5 % 2.5 % 2.5 % Dividend yield 0 % 0 % 0 % |
Schedule of Deemed Dividend Charged to Accumulated Deficit | The March 15, 2018 Exchange Date estimated fair value of the consideration given of $873,835 of the 499,334 shares of the equity-classified Series B Convertible Preferred Stock issued-upon-exchange, as compared to the (temporary equity) carrying value of 249,667 shares of Series A Convertible Preferred Stock and the estimated fair value of the corresponding conversion option derivative liability of $147,304, resulted in incremental estimated fair value of $726,531 recognized as a deemed dividend charged to accumulated deficit on the March 15, 2018 Exchange Date, with such deemed dividend included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series B Convertible Preferred Stock Issued-Upon-Exchange Series A Series A Convertible Preferred Stock and Conversion Option Derivative Liability Exchange Offer Fair value - 499,334 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 873,835 Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange 147,304 Less: Carrying value - 249,667 shares of Series A Convertible Preferred Stock extinguished-upon-exchange - Deemed dividend charged to accumulated deficit $ 726,531 |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 873,835 Series B Convertible Preferred Stock shares 499,334 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % |
Schedule of Series Z Warrants Issued-upon-exchange of Series A Warrants | Series Z Warrants Fair Values Change Series A Warrant Series Z Warrants Issued Upon Exchange of Series A Warrants - March 15, 2018 Series A Warrants Derivative Liability Additional Paid to Capital Equity Derivative Liability Other Income (Expenses) Series A Warrants derivative liability - December 31, 2017 $ 761,123 $ - $ - Series A Warrants derivative liability change in fair value - March 15, 2018 (246,561 ) - 246,561 Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date 514,562 - 246,561 Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value (514,562 ) 857,603 (343,041 ) Series Z Warrants issued-upon-exchange of Series A Warrants - March 15, 2018 $ - $ 857,603 $ (96,480 ) |
Schedule of Equity Classified Series Z Warrants | Series A Series Z Warrants - issued-upon-exchange of Series A-1 Warrants - March 15, 2018 Exchange Offer Fair value - 1,399,185 Series Z Warrants issued-upon-exchange $ 895,478 Less: fair value - 279,837 Series A-1 Warrants extinguished-upon-exchange 545,682 Modification expense /increase to additional paid in capital 349,796 Carry value - 279,837 Series A-1 Warrants extinguished-upon-exchange - equity classified 1,879,532 Carry value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants - equity classified $ 2,229,328 |
Series Z Convertible Preferred Stock [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Fair Value Assumptions Series Z Convertible Preferred Stock - issued upon exchange of Series A-1 Convertible Preferred Stock Exchange Offer Aggregate fair value $ 895,478 Series Z Convertible Preferred Stock shares 1,399,185 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % |
Series A-1 Warrants [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 857,603 Series Z Warrants issued upon exchange of Series A Warrants 1,340,005 Exercise price per share - Series Z Warrant $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % |
Senior Secured Convertible Note [Member] | |
Schedule of Senior Convertible Note Estimated Fair Value | As discussed above, under the ASC-825 FVO election, the December 2018 Senior Convertible Note was initially measured at its estimated fair value on its issue date of December 27, 2018, summarized as follows: Fair Value Face Value principal payable - issue date December 27, 2018 $ 7,750,000 Less: lender fees (750,000 ) Cash proceeds 7,000,000 Loss-upon-issue - lender fees 750,000 Fair value adjustment — Fair Value - December 2018 Senior Convertible Note - Issue Date December 27, 2018 $ 7,750,000 |
Series A and Series A-1 Exchange Offer [Member] | |
Schedule of Deemed Dividend Charged to Accumulated Deficit | The March 15, 2018 Exchange Date estimated fair value of the consideration given of $833,410 of the equity-classified 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange, was less than the carrying value of $1,032,650 of the equity-classified 357,259 shares Series A-1 Convertible Preferred Stock, resulting in an increase to additional paid in capital of $199,241 on the March 15, 2018 Exchange Date, with such amount included as a component of “net loss attributable to PAVmed Inc. common stockholders”, summarized as follows: Series A Series B Convertible Preferred Stock Issued-Upon-Exchange Series A-1 Convertible Preferred Stock Extinguished-Upon-Exchange Exchange Offer Fair value - 476,234 shares of Series B Convertible Preferred Stock issued-upon-exchange $ 833,410 Less: Carry value - 357,259 shares - Series A-1 Convertible Preferred Stock extinguished-upon-exchange 1,032,650 Increase - additional paid-in capital $ 199,240 |
Series B Senior Secured Convertible Note [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Fair Value Assumptions Exchange Offer Aggregate fair value $ 833,410 Series B Convertible Preferred Stock shares 476,234 Required rate of return 27.0 % Common stock conversion factor numerator $ 3.00 Common stock conversion factor denominator $ 3.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 59 % Risk free rate 2.7 % Dividend yield 0 % |
Series A 1 Secured Convertible Preferred Stock [Member] | |
Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock | Series A Series A-1 Fair Value Assumptions Series A-1 Convertible Preferred Stock - issued upon exchange of Series Z Convertible Preferred Stock Exchange Offer Aggregate fair value $ 545,682 Series A-1 Warrants exchanged for Series Z Warrants 279,837 Exercise price per share - Series A-1 Warrant $ 6.67 Series W Warrants 1,399,185 Exercise price per share - Series W Warrant 5.00 Value of Common Stock $ 1.70 Expected term (years) 6.1 Volatility 67 % Risk free rate 2.5 % Dividend yield 0 % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Repayments of Debt | Year Ended December 31, 2019 Bi-monthly Installment Amount principal repayments - common stock $ 1,727,500 Accelerated Installment Amount principal repayments - common stock 3,016,500 Voluntary conversion price adjustments principal repayments - common stock 1,314,000 Sub-Total: principal repayments - common stock 6,058,000 Non-installment payments - common stock 199,847 Total Installment repayments and Non-Installment payments - common stock $ 6,257,847 Fair Value - Common Stock Issued $ 8,089,163 Debt Extinguishment Loss $ 1,831,316 |
Schedule of Extinguishment of Debt | Senior Secured Note - Debt Extinguishment December 27, 2018 Cash payment $ 5,000,000 Fair value - 600,000 shares of common stock issued 550,440 Debt reacquisition price Senior Secured Note $ 5,550,440 Senior Secured Note - original principal $ 5,000,000 Senior Secured Note - additional principal - unpaid interest expense 780,116 Senior Secured Note - total principal $ 5,780,116 Less: Senior Secured Note - remaining unamortized debt discount (1,637,972 ) Senior Secured Note - debt carrying value, net $ 4,142,144 Debt extinguishment loss $ (1,408,296 ) |
Stockholders' Equity and Comm_2
Stockholders' Equity and Common Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding | Shares of Common Stock Issued and Outstanding Issued and outstanding as of December 31, 2018 27,142,979 Registered offerings 5,480,000 Conversion of Senior Secured Convertible Note issued December 27, 2018 7,773,110 Employee stock purchase plan 82,772 Issued and outstanding as of December 31, 2019 40,478,861 Issued and outstanding as of December 31, 2017 14,551,234 Equity Subscription Rights Offering 9,000,000 Underwritten public offering 2,649,818 Repayment of debt - Senior Secured Note 600,000 Series W Warrant exercises 34,345 Series S Warrant exercises 274,257 Series B Convertible Preferred Stock conversion 33,325 Issued and outstanding as of December 31, 2018 27,142,979 |
Schedule of Outstanding Warrants to Purchase Common Stock | The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated: December 31, Weighted Average Exercise December 31, 2018 Weighted Average Exercise Expiration Date Equity classified warrants Series Z Warrants 16,815,039 $ 1.60 16,815,039 $ 1.60 April 2024 UPO - Series Z Warrants 53,000 $ 1.60 53,000 $ 1.60 January 2022 Series W Warrants 381,818 $ 5.00 381,818 $ 5.00 January 2022 UPO - Series W Warrants - - - - January 2022 Series S Warrants 1,199,383 $ 0.01 1,199,383 $ 0.01 January 2032 Total 18,449,240 $ 1.57 18,449,240 $ 1.57 |
Schedule of Estimated Fair Value of Warrant Modification | The modification expense incremental fair value was estimated using a Black-Scholes valuation model, using the following assumptions: Fair Value Assumptions - June 1, 2018 Immediately after Modification Immediately before Modification Calculated aggregate estimated fair value $ 3,477,692 $ 2,336,697 Series Z Warrants - issued and outstanding - June 1, 2018 7,815,039 7,815,039 Value of common stock per share $ 1.00 $ 1.00 Exercise price per share - Series Z Warrant $ 1.60 $ 3.00 Expected term - years 5.9 5.9 Volatility 58 % 58 % Risk free interest rate 2.8 % 2.8 % Dividend yield 0 % 0 % |
Schedule of Estimated Fair Values for Series Z and Series W Warrants | The April 5, 2018 Exchange Date estimated fair values of each of the Series Z Warrants and Series W Warrants noted above, were each computed using the Black-Scholes option pricing model, using the following assumptions: Series Z Warrants Series W Warrants Calculated aggregate estimated fair value $ 3,304,377 $ 2,537,921 Series Z Warrants issued-upon-exchange 5,075,849 - Series W Warrants extinguished-upon-exchange - 10,151,682 Value of common stock $ 1.66 $ 1.66 Exercise price per share $ 3.00 $ 5.00 Expected term (years) 2.7 3.8 Volatility 55 % 55 % Risk free rate 2.7 % 2.5 % Dividend yield 0 % 0 % |
Schedule of Estimated Fair Values for Unit Purchase Options | The August 22, 2018 estimated fair values of each of the UPO-Z and UPO-W were each computed using the Black-Scholes option pricing model, using the following assumptions: Fair Value Assumptions UPO-Z UPO-W Calculated aggregate estimated fair value $ 3,180 $ 1,060 UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange 53,000 53,000 Value of common stock $ 1.38 $ 1.38 Value of Series Z Warrant /Series W Warrants $ 0.53 $ 0.05 Exercise price per unit - UPO-Z /UPO-W $ 5.50 $ 5.50 Expected term (years) 2.4 2.4 Volatility 42 % 42 % Risk free rate 2.6 % 2.6 % Dividend yield 0 % 0 % |
Schedule of Noncontrolling Interest | The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows: Year Ended December 31, 2019 December 31, 2018 NCI - equity (deficit) - beginning of period (161,512 ) - Investment in majority-owned subsidiary- Lucid Diagnostics Inc. - 1,812 Investment in majority-owned subsidiary- Solys Diagnostics Inc. 889 - Share Subscription Receivable - Solys Diagnostics Inc. (889 ) - Net loss attributable to NCI- Lucid Diagnostics Inc. (801,224 ) (204,072 ) Net loss attributable to NCI- Solys Diagnostics Inc. (9,666 ) - Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan 158,123 40,748 NCI - equity (deficit) - end of period (814,279 ) (161,512 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share | The “Net loss per share - attributable to PAVmed Inc. - basic and diluted” and “Net loss per share - attributable to PAVmed Inc. common stockholders - basic and diluted” - for the respective periods indicated - is as follows: Year Ended December 31, 2019 2018 Numerator Net loss - before noncontrolling interest $ (17,268,131 ) $ (18,172,822 ) Net loss attributable to noncontrolling interest 810,890 204,072 Net loss - as reported, attributable to PAVmed Inc. $ (16,457,241 ) $ (17,968,750 ) Convertible Preferred Stock dividends (1) Series B $ (269,895 ) $ (203,123 ) Series A-1 — (25,148 ) Series A — (26,487 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock — (726,531 ) Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock — 199,241 Net loss attributable to PAVmed Inc. common stockholders $ (16,727,136 ) $ (18,750,798 ) Denominator Weighted-average common shares outstanding basic and diluted(2) (3) 30,197,458 22,276,347 Loss per share Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. $ (0.54 ) $ (0.81 ) - Net loss attributable to PAVmed Inc. common stockholders $ (0.55 ) $ (0.84 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The common stock equivalents excluded from the computation of diluted weighted average shares outstanding have as their inclusion would be anti-dilutive, are as follows: December 31, 2019 2018 Stock Options and Unvested Restricted Stock Awards 5,903,529 3,327,140 Unit purchase options - “UPO-Z” /”UPO-W” - as to shares of common stock (4) 53,000 53,000 Unit purchase options - “UPO-Z” - as to shares underlying Series Z Warrants (4) 53,000 53,000 Series Z Warrants 16,815,039 16,815,039 Series W Warrants 381,818 381,818 Series S Warrants (5) - 1,199,383 Series B Convertible Preferred Stock (6) 1,158,209 1,069,941 Total 24,364,595 22,899,321 (1) The convertible preferred stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: with respect to the Series B Convertible Preferred Stock, for the year ended December 31, 2019 and from March 16, 2018 to December 31, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; (2) Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2019 and 2018 include the shares of the Company issued and outstanding during the year ended December 31, 2019, and during the year ended December 31, 2019, the Series S Warrants for the period February 1, 2019 to December 31, 2019 (as discussed herein below), each on a weighted average basis. The basic weighted average number of shares outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. (3) The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated. (4) On August 22, 2018, the “UPO Exchange Offer” was completed, wherein, 53,000 “UPO-Z” were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders’ Equity and Common Stock Purchase Warrants (5) The Series S Warrants were issued in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. The Series S Warrants were not included in weighted average shares outstanding for the year ended December 31, 2018 due to certain contractual restrictions on the ability of the holder to exercise the Series S Warrant, with such contractual restrictions ending in January 2019. (6) If converted at the election of the holder, the shares of Series B Convertible Preferred Stock issued and outstanding would result in a corresponding number of additional outstanding shares of common stock of the Company. |
The Company and Description o_2
The Company and Description of the Business (Details Narrative) | 12 Months Ended |
Dec. 31, 2019Integer | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Liquidity and Going (Details Na
Liquidity and Going (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss attributable to common stockholders | $ (16,457,241) | $ (17,968,750) |
Net cash flows used in operating activities | (13,357,271) | $ (8,787,907) |
Working capital | 5,330,378 | |
Cash | 6,219,231 | |
Senior Secured Convertible Notes [Member] | ||
Debt principal value | $ 8,139,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segments | Integer | 1 | |
Depreciation method | Straight-line method | |
Income tax likelihood percentage | Greater than 50% likelihood | |
Unrecognized tax benefits | ||
Accrued for penalties or interest |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deposits | $ 34,119 | $ 44,250 |
Advanced payments to service providers and suppliers | 294,165 | 193,790 |
Total prepaid expenses and other current assets | $ 328,284 | $ 238,040 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details Narrative) - USD ($) | 7 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | ||
Payment of reduced salary | $ 4,200 | |
Accrued salary expense liability | $ 145,937 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Bonus | $ 1,025,497 | $ 873,621 |
Payroll | 145,937 | |
Vacation | 28,848 | 38,763 |
Employee stock purchase plan | 20,796 | |
EsoGuard License Agreement fee | 222,553 | 222,553 |
Operating Expenses | 89,079 | 49,872 |
Total accrued expenses and other current liabilities | $ 1,386,773 | $ 1,330,746 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating loss carryforwards | $ 26,200,000 | |
State and Local NOL carryforwards | 40,000,000 | |
Estimated research and development tax credit carryforwards | $ 396,371 | $ 91,535 |
Operating loss carry forward expiration, description | Begin to expire in 2035 | |
Expire in 2035 [Member] | ||
Net operating loss carryforwards | $ 13,800,000 | |
Federal [Member] | ||
Net operating loss carryforwards | $ 40,000,000 | |
State [Member] | ||
Net operating loss carryforwards | $ 27,400,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal, state, and local | ||
Deferred: Federal | (3,342,301) | (2,990,653) |
Deferred: State and local | (4,808,053) | (1,825,988) |
Deferred, total | (8,150,354) | (4,816,641) |
Less: Valuation allowance reserve | 8,150,354 | 4,816,641 |
Income tax expense (Benefit) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
U.S. state and local income taxes, net of federal tax benefit | 14.20% | 8.30% |
Permanent Differences | (3.50%) | (2.80%) |
Other | 15.50% | |
Valuation Allowance | (47.20%) | (26.50%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 14,060,172 | $ 7,155,358 |
Non-deductible interest expense | 357,021 | 247,938 |
Debt issue costs | 285,114 | 426,817 |
Stock-based compensation expense | 1,212,864 | 586,164 |
Patent licenses | 13,886 | 15,826 |
Research and development tax credit carryforward | 396,371 | 91,535 |
Accrued expenses | 371,179 | 12,123 |
Section 195 deferred start-up costs | 27,434 | 24,286 |
Deferred tax assets | 16,724,041 | 8,560,047 |
Depreciation | (16,407) | (2,766) |
Deferred Tax Liabilities | (16,407) | (2,766) |
Deferred tax assets, net of deferred tax liabilities | 16,707,634 | 8,557,281 |
Less: valuation allowance | (16,707,634) | (8,557,281) |
Deferred tax assets, net after valuation allowance |
Agreements Related to Acquire_2
Agreements Related to Acquired Intellectual Property Rights (Details Narrative) - USD ($) | Jun. 21, 2019 | May 12, 2018 | Jun. 30, 2018 | Jun. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2016 |
Accrued expenses and other current liabilities | $ 1,386,773 | $ 1,330,746 | |||||
Employee stock purchase plan | 82,772 | ||||||
Lucid Diagnostics Inc [Member] | |||||||
Shares of common stock percentage | 81.875% | 81.875% | |||||
Contract Development and Manufacturing Organization [Member] | |||||||
Number of units to purchase order | $ 5,000 | ||||||
Payment to third-party | $ 50,000 | ||||||
EsoGuard License Agreement [Member] | Lucid Diagnostics Inc [Member] | |||||||
Reimbursement amount | $ 273,000 | ||||||
License fee as an initial requirement | 50,000 | ||||||
Initial payment of intellectual property | $ 50,000 | ||||||
Description of intellectual property payment | Quarterly payments of $50,000 until such fee is paid-in-full, provided, however, the commencement of such quarterly payments is subject to Lucid Diagnostics Inc. consummation of a bona fide financing with an unrelated third-party in excess of $500,000. | ||||||
Accrued expenses and other current liabilities | $ 222,553 | ||||||
Milestone payment | $ 75,000 | ||||||
Agreement description | The license agreement also provides for two additional milestone obligations with a payment of $100,000 due within 30 days upon the first commercial sale of a licensed product and a payment of $200,000 due upon a PMA submission to the FDA related to a licensed product. | ||||||
Description of equity interest percentage | The right, in its sole discretion, to require the Company to transfer to CWRU a percentage, varying up to 100%, of the shares of common stock of Lucid Diagnostics Inc. | ||||||
Shares of common stock percentage | 100.00% | ||||||
EsoCheck License Agreement[Member] | Research and Development Expenses [Member] | |||||||
Reimbursement of patent fees | 200,437 | $ 20,978 | |||||
Consulting Agreements [Member] | 2014 Long-Term Incentive Plan [Member] | Parent Company [Member] | |||||||
Employee stock purchase plan | 25,000 | ||||||
Exercise price per share of common stock | $ 1.59 | ||||||
Consulting Agreements [Member] | Lucid Diagnostics Inc [Member] | 2018 Long-Term Incentive Equity Plan [Member] | |||||||
Employee stock purchase plan | 100,000 | ||||||
Exercise price per share of common stock | $ 0.50 | ||||||
Consulting Agreements [Member] | Contract Development and Manufacturing Organization [Member] | |||||||
Employee stock purchase plan | 75,000 | ||||||
Exercise price per share of common stock | $ 1 | ||||||
Tufts Patent License Agreement [Member] | |||||||
Non-refundable fees | $ 50,000 | ||||||
Tufts Patent License Agreement [Member] | Research and Development Expenses [Member] | |||||||
Reimbursement of patent fees | $ 70,996 | $ 113,688 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Number of shares issued | 5,480,000 | 2,649,818 | |
Research and development expense | $ 6,630,330 | $ 4,252,999 | |
Case Western Reserve University [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 943,464 | ||
Common stock issued price per share | $ 0.001 | ||
Reimbursement of fees related to patents | 200,000 | 21,000 | |
Milestone payment | 75,000 | ||
Reimbursement amount | 273,000 | ||
EsoGuard License Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 275,000 | 294,000 | |
Consulting Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 289,679 | ||
Common stock issued price per share | $ 0.001 | ||
Research and development expense | $ 110,000 | 41,000 | |
Stock based compensation expense | $ 57,000 | 47,000 | |
Management Services Agreement [Member] | HCP/Advisors LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Lease expiration date | Oct. 31, 2018 | ||
Fees incurred | $ 225,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Research and development expense | $ 6,630,330 | $ 4,252,999 | |
Former Financial Advisor [Member] | |||
Settlement payment made | $ 136,606 | ||
Plantiff's legal fees | $ 11,006 | ||
CRO Agreement [Member] | |||
On-account deposit | 643,000 | ||
Research and development expense | $ 700,000 | ||
Lease Agreement [Member] | |||
Percentage of increase in monthly rent | 5.00% | 5.00% | |
Description monthly lease payment | Month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. | Month-to-month basis, with a 5% per annum increase in the monthly lease payment effective February 1 of each year, and the lease agreement may be cancelled with three months written notice. | |
Rent expense | $ 142,991 | $ 125,186 | |
Lease Agreement [Member] | January 1, 2020 to December 31, 2020 [Member] | |||
Future minimum lease payments | 138,000 | ||
Lease Agreement [Member] | October 16, 2019 to September 30, 2020 [Member] | |||
Future minimum lease payments | 51,000 | ||
Lease Agreement [Member] | January 1, 2020 to October 31, 2020 [Member] | |||
Future minimum lease payments | $ 51,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Sep. 30, 2019 | Apr. 02, 2019 | Mar. 15, 2019 | Mar. 15, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,570,652 | $ 1,228,699 | |||||
Proceeds from issuance of common stock | 5,480,000 | ||||||
Research and Development Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 408,282 | 280,556 | |||||
Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock reserved | 250,000 | ||||||
Vesting portion of stock | ESPP share purchase dates are March 31 and September 30, with an initial six month payroll deduction period of April 1, 2019 to September 30, 2019. | ||||||
Purchase price per share percentage on ESPP plan | 85.00% | ||||||
Number of common stock issued | 82,722 | ||||||
Proceeds from issuance of common stock | $ 67,436 | ||||||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock reserved | 750,000 | ||||||
Number of common stock issued | 154,266 | ||||||
Proceeds from issuance of common stock | $ 125,683 | ||||||
2014 Long Term Incentive Equity Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock reserved | 7,951,081 | ||||||
Shares of common stock available for grant of stock options | 2,548,406 | ||||||
Number of shares granted outside | 500,854 | ||||||
Number of stock options, granted value | $ 393,500 | ||||||
Number of stock option intrinsic value | $ 0 | ||||||
Number of Stock Options Vested and exercisable | 3,270,487 | 1,620,310 | |||||
Number of stock options, granted | 1,925,000 | 1,585,324 | |||||
Total unrecognized stock-based compensation expense | $ 1,200,000 | ||||||
Period for recognition of unrecognized compensation expense | 1 year 1 month 6 days | ||||||
2014 Long Term Incentive Equity Plan [Member] | Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average fair value of stock options | $ 0.92 | $ 1.21 | |||||
2014 Long Term Incentive Equity Plan [Member] | Non-employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average fair value of stock options | $ 1.97 | 1.97 | |||||
2014 Long Term Incentive Equity Plan [Member] | Restricted Stock [Member] | Employment Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of restricted stock award granted | 700,000 | ||||||
Vesting portion of stock | Annual basis commencing March 15, 2020 and ending March 15, 2022. | ||||||
Number of restricted stock award vesting | |||||||
2014 Long Term Incentive Equity Plan [Member] | Restricted Stock [Member] | Employment Agreement [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of restricted stock award vesting | 233,334 | ||||||
2018 Long Term Incentive Equity Plan [Member] | Non-employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average fair value of stock options | $ 0.29 | $ 0.51 | |||||
2018 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock reserved | 2,000,000 | ||||||
Shares of common stock available for grant of stock options | 1,230,000 | ||||||
Number of stock options, granted | 300,000 | ||||||
Total unrecognized stock-based compensation expense | $ 100,000 | ||||||
Period for recognition of unrecognized compensation expense | 1 year 9 months 18 days | ||||||
Expected dividend yield | $ 0 | ||||||
2018 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Research and Development Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 173,945 | $ 53,233 | |||||
2018 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average fair value of stock options | $ 0.32 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Summarizes Information About Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
2014 Long Term Incentive Equity Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options Outstanding, Beginning Balance | 3,327,140 | 1,936,924 |
Number of Stock Options, Granted | 1,925,000 | 1,585,324 |
Number of Stock Option, Exercised | ||
Number of Stock Option, Forfeited | (48,611) | (195,108) |
Number of Stock Options Outstanding, Ending Balance | 5,203,529 | 3,327,140 |
Number of Stock Options Vested and exercisable | 3,270,487 | 1,620,310 |
Weighted Average Exercise Price, Beginning Balance | $ 3.68 | $ 5.19 |
Weighted Average Exercise Price, Granted | 1 | 2.01 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 5 | 5 |
Weighted Average Exercise Price, Ending Balance | 2.68 | 3.68 |
Weighted Average Exercise Price, Vested and exercisable | $ 3.45 | $ 4.40 |
Remaining Contractual Term (Years), Vested and exercisable stock options | 8 years 1 month 6 days | 8 years 3 months 19 days |
Remaining Contractual Term (Years), Unvested stock options | 7 years 6 months | 7 years 9 months 18 days |
2018 Stock Plan [Member] | Lucid Diagnostics Inc [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Stock Options Outstanding, Beginning Balance | 375,000 | |
Number of Stock Options, Granted | 620,000 | 375,000 |
Number of Stock Option, Exercised | ||
Number of Stock Option, Forfeited | ||
Number of Stock Options Outstanding, Ending Balance | 995,000 | 375,000 |
Number of Stock Options Vested and exercisable | 507,495 | 87,500 |
Number of Stock Options Unvested | 487,505 | 287,500 |
Weighted Average Exercise Price, Beginning Balance | $ 0.60 | |
Weighted Average Exercise Price, Granted | 1.02 | $ 0.60 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Ending Balance | 0.86 | 0.60 |
Weighted Average Exercise Price, Vested and exercisable | 0.83 | 0.57 |
Weighted Average Exercise Price, Unvested | $ 0.89 | $ 0.61 |
Remaining Contractual Term (Years), Vested and exercisable stock options | 9 years | 9 years 4 months 24 days |
Remaining Contractual Term (Years), Unvested stock options | 8 years 10 months 25 days | 9 years 4 months 24 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock-Based Compensation Awards Granted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 1,570,652 | $ 1,228,699 |
General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 1,162,370 | 948,143 |
Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 408,282 | $ 280,556 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unrecognised Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,570,652 | $ 1,228,699 |
Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 408,282 | 280,556 |
2018 Long-Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Employees and Non-employees [Member] | Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 158,123 | 40,748 |
2014 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Employees and Non-employees [Member] | Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 15,822 | 12,485 |
2018 Long Term Incentive Equity Plan [Member] | Lucid Diagnostics Inc [Member] | Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 173,945 | $ 53,233 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
2014 Long Term Incentive Equity Plan [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 8 months 12 days | 5 years 9 months 18 days |
Expected stock price volatility | 50.00% | 50.00% |
Risk free interest rate | 2.20% | 2.10% |
Expected dividend yield | 0.00% | 0.00% |
2014 Long Term Incentive Equity Plan [Member] | Non Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 8 years 6 months | 8 years 8 months 12 days |
Expected stock price volatility | 59.00% | 60.00% |
Risk free interest rate | 2.30% | 2.50% |
Expected dividend yield | 0.00% | 0.00% |
2018 Long Term Incentive Equity Plan [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 5 years 9 months 18 days | |
Expected stock price volatility | 63.00% | |
Risk free interest rate | 2.10% | |
Expected dividend yield | 0.00% | |
2018 Long-Term Incentive Equity Plan [Member] | Non Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of stock options (in years) | 8 years 9 months 18 days | 9 years 4 months 24 days |
Expected stock price volatility | 57.00% | 62.00% |
Risk free interest rate | 2.10% | 2.70% |
Expected dividend yield | 0.00% | 0.00% |
Financial Instruments Fair Va_3
Financial Instruments Fair Value Measurements (Details Narrative) - USD ($) | Mar. 30, 2020 | Nov. 04, 2019 | Dec. 27, 2018 | Dec. 27, 2018 | Aug. 22, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Debt issuance date | Dec. 27, 2018 | ||||||||||
Face value principal payable | $ 7,750,000 | $ 7,750,000 | |||||||||
Proceeds from notes | $ 6,300,000 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | 8,089,164 | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 96,480 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Warrants exchanged | |||||||||||
Common stock issued upon conversion of series convertible preferred stock | |||||||||||
Temporary equity carrying value | $ 0 | ||||||||||
Series A Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 249,667 | ||||||||||
Series A Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 249,667 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 147,304 | ||||||||||
Change in fair value - Series A Warrants derivative liability | $ 246,561 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Warrants exchanged | (33,325) | ||||||||||
Convertible preferred stock, shares issued upon conversion | 499,334 | 33,325 | |||||||||
Common stock issued upon conversion of series convertible preferred stock | $ (58,319) | ||||||||||
Series B Convertible Preferred Stock [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 499,334 | ||||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 975,568 | ||||||||||
Convertible preferred stock, shares issued upon conversion | 499,334 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 873,835 | ||||||||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Extinguishment of Debt [Member] | |||||||||||
Convertible preferred stock, shares issued upon conversion | 476,234 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 833,410 | ||||||||||
Series A and Series A-1 Exchange Offer - Series B Convertible Preferred Stock and Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Exchange offer description | On March 15, 2018, the "Series A and Series A-1 Exchange Offer" was completed, wherein, two shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A Warrant; and, 1.33 shares of Series B Convertible Preferred Stock were issued-upon-exchange of one share of Series A-1 Convertible Preferred Stock, and five Series Z Warrants were issued-upon-exchange of one Series A-1 Warrant. Collectively, such exchanges are referred to as the "Series A and Series A-1 Exchange Offer" and the "March 15, 2018 Exchange Date". | ||||||||||
Series A-1 Convertible Preferred Stock [Member] | |||||||||||
Warrants exchanged | |||||||||||
Common stock issued upon conversion of series convertible preferred stock | |||||||||||
Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 357,259 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 199,241 | ||||||||||
Series Z Warrants [Member] | |||||||||||
Change in fair value - Series A Warrants derivative liability | $ 1,060 | $ 3,304,377 | |||||||||
Series Z Warrants [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 1,340,005 | ||||||||||
Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 2,739,190 | ||||||||||
Number of warrants issued | 1,340,005 | ||||||||||
Fair value derivative liability | $ 514,562 | ||||||||||
Derivative Liability | $ 343,041 | ||||||||||
Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 1,399,185 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 349,796 | ||||||||||
Series A Warrants [Member] | |||||||||||
Change in fair value - Series A Warrants derivative liability | (246,561) | ||||||||||
Fair value derivative liability | $ 857,603 | ||||||||||
Series A Warrants [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 268,001 | ||||||||||
Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 268,001 | ||||||||||
Income in derivative liability | $ 246,561 | ||||||||||
Fair value derivative liability | $ 514,562 | ||||||||||
Series A and Series A-1 Exchange Offer [Member] | March 15, 2018 Exchange Date [Member] | Series A-1 Convertible Preferred Stock [Member] | |||||||||||
Warrants exchanged | 357,259 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 1,032,650 | ||||||||||
Series A and Series A-1 Exchange Offer [Member] | March 15, 2018 Exchange Date [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Warrants exchanged | 476,234 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 833,410 | ||||||||||
Series A and Series A-1 Exchange Offer [Member] | March 15, 2018 Exchange Date [Member] | Series Z Warrants [Member] | |||||||||||
Warrants exchanged | 1,399,185 | ||||||||||
Series A and Series A-1 Exchange Offer [Member] | March 15, 2018 Exchange Date [Member] | Series A-1 Warrants [Member] | |||||||||||
Warrants exchanged | 279,837 | ||||||||||
Series A Convertible Preferred Stock Converted to Shares of Common Stock [Member] | Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | |||||||||||
Convertible preferred stock, shares issued upon conversion | 249,667 | ||||||||||
Series A Warrants [Member] | |||||||||||
Change in fair value - Series A Warrants derivative liability | $ 246,561 | ||||||||||
Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Change in fair value - Series A Warrants derivative liability | $ 96,480 | ||||||||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||||||||
Warrants exchanged | 279,837 | ||||||||||
Series Z Warrants One [Member] | March 15, 2018 Exchange Date [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 1,399,185 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 895,478 | ||||||||||
Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Extinguishment of Debt [Member] | |||||||||||
Warrants exchanged | 279,837 | ||||||||||
Common stock issued upon conversion of series convertible preferred stock | $ 545,682 | ||||||||||
Senior Secured Convertible Note [Member] | |||||||||||
Debt issuance date | Dec. 27, 2018 | Nov. 4, 2019 | |||||||||
Face value principal payable | $ 7,000,000 | ||||||||||
December 27, 2018 Senior Secured Convertible Notes [Member] | |||||||||||
Debt issuance date | Dec. 27, 2018 | Dec. 27, 2018 | Dec. 27, 2018 | ||||||||
Face value principal payable | $ 7,750,000 | 7,750,000 | $ 1,692,000 | $ 7,750,000 | $ 7,750,000 | ||||||
Proceeds from notes | 7,000,000 | ||||||||||
Payment of lender fees | (750,000) | ||||||||||
Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Face value principal payable | $ 7,000,000 | ||||||||||
Proceeds from notes | 6,300,000 | ||||||||||
Payment of lender fees | 700,000 | ||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from notes | $ 6,300,000 | ||||||||||
Payment of lender fees | $ 700,000 | ||||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | |||||||||||
Debt issuance date | Dec. 27, 2018 | ||||||||||
Face value principal payable | $ 14,000,000 | $ 7,750,000 | 7,750,000 | ||||||||
Proceeds from notes | 7,000,000 | ||||||||||
Payment of lender fees | $ 750,000 | ||||||||||
Securities Purchase Agreement [Member] | November 2019 Senior Convertible Notes [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Fair value of adjustment of convertible debt | $ 475,250 | ||||||||||
Securities Purchase Agreement [Member] | December 27, 2018 Senior Secured Convertible Notes [Member] | |||||||||||
Fair value of adjustment of convertible debt | $ 333,849 | $ 153,000 |
Financial Instruments Fair Va_4
Financial Instruments Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of liability | [1] | $ 8,139,000 | $ 7,903,000 |
December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 1,700,000 | 7,903,000 |
November 4, 2019 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 6,439,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 1 [Member] | December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 1 [Member] | November 4, 2019 Senior Secured Convertible Notes [Member] | Series A Convertible Preferred Stock [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 2 [Member] | November 4, 2019 Senior Secured Convertible Notes [Member] | Series A Convertible Preferred Stock [Member] | |||
Fair value of liability | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair value of liability | [1] | 8,139,000 | 7,903,000 |
Fair Value, Inputs, Level 3 [Member] | December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Fair value of liability | [1] | 1,700,000 | $ 7,903,000 |
Fair Value, Inputs, Level 3 [Member] | November 4, 2019 Senior Secured Convertible Notes [Member] | Series A Convertible Preferred Stock [Member] | |||
Fair value of liability | [1] | $ 6,439,000 | |
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. |
Financial Instruments Fair Va_5
Financial Instruments Fair Value Measurements - Schedule of Senior Convertible Note Estimated Fair Value (Details) - USD ($) | Nov. 04, 2019 | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Face value principal | $ 7,750,000 | ||||
Cash proceeds | $ 6,300,000 | ||||
November 4, 2019 Senior Secured Convertible Notes [Member] | |||||
Face value principal | 7,000,000 | 7,000,000 | |||
Fair value adjustment | |||||
Fair value | 6,439,000 | 6,352,000 | |||
November 4, 2019 Senior Secured Convertible Notes [Member] | Series A Convertible Preferred Stock [Member] | |||||
Face value principal | $ 7,000,000 | ||||
Less: lender fees | (700,000) | ||||
Cash proceeds | 6,300,000 | ||||
Loss-upon-issue - lender fees | 700,000 | ||||
Fair value adjustment | (648,000) | ||||
Fair value | $ 6,352,000 | ||||
December 27, 2018 Senior Secured Convertible Notes [Member] | |||||
Face value principal | 7,750,000 | 1,692,000 | 7,750,000 | $ 7,750,000 | |
Less: lender fees | (750,000) | ||||
Cash proceeds | 7,000,000 | ||||
Loss-upon-issue - lender fees | 750,000 | ||||
Fair value adjustment | |||||
Fair value | $ 7,750,000 | $ 1,700,000 | $ 7,903,000 | $ 7,750,000 |
Financial Instruments Fair Va_6
Financial Instruments Fair Value Measurements - Schedule of Senior Convertible Note Estimated Fair Value and Changes in Face Value Principal Payable (Details) - USD ($) | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Face Value Principal Payable - Ending | $ 7,750,000 | ||
November 4, 2019 Senior Secured Convertible Notes [Member] | |||
Fair Value - Beginning | $ 6,352,000 | ||
Less: repayment - bi-monthly Installment Amount - common stock | |||
Less: repayment - Accelerated Installment Amount - common stock | |||
Less: non-installment payments - cash | (85,750) | ||
Less: non-installment payments - common stock | |||
Fair value adjustment | 172,750 | ||
Fair Value - Ending | 6,439,000 | $ 6,352,000 | |
Face Value Principal Payable - Beginning | 7,000,000 | ||
Less: repayment - bi-monthly Installment Amount - common stock | |||
Less: repayment - Accelerated Installment Amount - common stock | |||
Less: non-installment payments - cash | |||
Less: non-installment payments - common stock | |||
Fair value adjustment | |||
Face Value Principal Payable - Ending | 7,000,000 | 7,000,000 | |
December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Fair Value - Beginning | 7,903,000 | 7,750,000 | |
Less: repayment - bi-monthly Installment Amount - common stock | 1,727,500 | ||
Less: repayment - Accelerated Installment Amount - common stock | 3,016,500 | ||
Less: repayment - voluntary conversion price adjustments - common stock | 1,314,000 | ||
Less: non-installment payments - cash | 279,002 | ||
Less: non-installment payments - common stock | 199,847 | ||
Fair value adjustment | 333,849 | 153,000 | |
Fair Value - Ending | 7,750,000 | 1,700,000 | 7,903,000 |
Face Value Principal Payable - Beginning | 7,750,000 | 7,750,000 | |
Less: repayment - bi-monthly Installment Amount - common stock | 1,727,500 | ||
Less: repayment - Accelerated Installment Amount - common stock | 3,016,500 | ||
Less: repayment - voluntary conversion price adjustments - common stock | 1,314,000 | ||
Less: non-installment payments - cash | |||
Less: non-installment payments - common stock | |||
Fair value adjustment | |||
Face Value Principal Payable - Ending | $ 7,750,000 | $ 1,692,000 | $ 7,750,000 |
Financial Instruments Fair Va_7
Financial Instruments Fair Value Measurements - Schedule of Fair Value Assumption Used (Details) - USD ($) | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Face value principal payable | $ 7,750,000 | |||
Original Conversion price | $ 1.60 | |||
Value of common stock | $ 0.92 | $ 0.001 | $ 0.001 | |
Senior Secured Convertible Note [Member] | ||||
Face value principal payable | $ 7,000,000 | |||
Original Conversion price | 1.60 | |||
Value of common stock | $ 0.89 | |||
Senior Secured Convertible Note [Member] | Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 55.00% | |||
Senior Secured Convertible Note [Member] | Risk Free Rate [Member] | ||||
Fair value assumptions, measurement input, percentages | 1.58% | |||
November 4, 2019 Senior Secured Convertible Notes [Member] | ||||
Face value principal payable | $ 7,000,000 | $ 7,000,000 | ||
Original Conversion price | $ 1.60 | |||
Value of common stock | $ 0.89 | |||
Expected term (years) | 1 year 9 months 11 days | 1 year 11 months 4 days | ||
November 4, 2019 Senior Secured Convertible Notes [Member] | Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 55.00% | |||
November 4, 2019 Senior Secured Convertible Notes [Member] | Risk Free Rate [Member] | ||||
Fair value assumptions, measurement input, percentages | 1.60% | |||
December 27, 2018 Senior Secured Convertible Notes [Member] | ||||
Face value principal payable | $ 7,750,000 | $ 1,692,000 | $ 7,750,000 | $ 7,750,000 |
Original Conversion price | $ 1.60 | $ 1.60 | ||
Value of common stock | $ 1.20 | $ 0.96 | ||
Expected term (years) | 2 years | 2 months 16 days | 2 years | |
December 27, 2018 Senior Secured Convertible Notes [Member] | Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 46.00% | 49.00% | 50.00% | |
December 27, 2018 Senior Secured Convertible Notes [Member] | Risk Free Rate [Member] | ||||
Fair value assumptions, measurement input, percentages | 2.50% | 1.50% | 2.50% | |
December 27, 2018 Senior Secured Convertible Notes [Member] | Measurement Input, Required Rate of Return [Member] | ||||
Fair value assumptions, measurement input, percentages | 13.20% | 11.10% | 13.10% | |
December 27, 2018 Senior Secured Convertible Notes [Member] | Dividend Yield [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% |
Financial Instruments Fair Va_8
Financial Instruments Fair Value Measurements - Schedule of Fair Value Assumption Used (Details) (Parenthetical) | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt issuance date | Dec. 27, 2018 | ||
November 4, 2019 Senior Secured Convertible Notes [Member] | |||
Debt issuance date | Nov. 4, 2019 | ||
Senior Secured Convertible Note [Member] | |||
Debt issuance date | Dec. 27, 2018 | Nov. 4, 2019 | |
December 27, 2018 Senior Secured Convertible Notes [Member] | |||
Debt issuance date | Dec. 27, 2018 | Dec. 27, 2018 | Dec. 27, 2018 |
Financial Instruments Fair Va_9
Financial Instruments Fair Value Measurements - Schedule of Deemed Dividend Charged to Accumulated Deficit (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Series A & Series A-1 Exchange Offer March 15, 2018 Exchange Date [Member] | |
Fair value - shares of Series B Convertible Preferred Stock issued-upon-exchange | $ 873,835 |
Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange | 147,304 |
Less: Carrying value - shares of Series A Convertible Preferred Stock extinguished-upon-exchange | |
Deemed dividend charged to accumulated deficit | 726,531 |
Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] | |
Fair value - shares of Series B Convertible Preferred Stock issued-upon-exchange | 833,410 |
Less: Fair value - Series A Convertible Preferred Stock conversion option derivative liability extinguished-upon-exchange | 1,032,650 |
Increase - additional paid-in capital | $ 199,240 |
Financial Instruments Fair V_10
Financial Instruments Fair Value Measurements - Schedule of Deemed Dividend Charged to Accumulated Deficit (Details) (Parenthetical) | Dec. 31, 2019shares |
Series A and A -1 Exchange Offer March 15, 2018 [Member] | |
Preferred stock shares issued | 499,334 |
Preferred stock shares exchanged | 249,667 |
Series A and A -1 Exchange Offer March 15, 2018 One [Member] | |
Preferred stock shares issued | 476,234 |
Preferred stock shares exchanged | 357,259 |
Financial Instruments Fair V_11
Financial Instruments Fair Value Measurements - Schedule of Estimated Fair Value Assumptions Used in Convertible Preferred Stock (Details) - USD ($) | Mar. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 05, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | [1] | $ 8,139,000 | $ 7,903,000 | ||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | $ 873,835 | ||||
Convertible Preferred Stock shares | 499,334 | ||||
Required rate of return | 27.00% | ||||
Common stock exchange factor numerator | $ 3 | ||||
Common stock exchange factor denominator | 3 | ||||
Value of common stock per share | $ 1.70 | ||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 6 years 1 month 6 days | ||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Volatility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 59.00% | ||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Risk Free Rate [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 2.70% | ||||
Series B Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Dividend Yield [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 0.00% | ||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | $ 857,603 | ||||
Convertible Preferred Stock shares | 1,340,005 | ||||
Required rate of return | 300.00% | ||||
Value of common stock per share | $ 1.70 | ||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 6 years 1 month 6 days | ||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Volatility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 59.00% | ||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Risk Free Rate [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 2.70% | ||||
Series Z Warrants Issued Upon Exchange of Series A Warrants [Member] | March 15, 2018 Exchange Date [Member] | Dividend Yield [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 0.00% | ||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | $ 833,410 | ||||
Convertible Preferred Stock shares | 476,234 | ||||
Required rate of return | 27.00% | ||||
Common stock exchange factor numerator | $ 3 | ||||
Common stock exchange factor denominator | 3 | ||||
Value of common stock per share | $ 1.70 | ||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 6 years 1 month 6 days | ||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Volatility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 59.00% | ||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Risk Free Rate [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 2.70% | ||||
Series B Convertible Preferred Stock Exchange upon Series A-1 Convertible Preferred Stock [Member] | March 15, 2018 Exchange Date [Member] | Dividend Yield [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 0.00% | ||||
Series Z Convertible Preferred Stock Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | $ 895,478 | ||||
Convertible Preferred Stock shares | 1,399,185 | ||||
Required rate of return | 300.00% | ||||
Value of common stock per share | $ 1.70 | ||||
Series Z Convertible Preferred Stock Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 6 years 1 month 6 days | ||||
Series Z Convertible Preferred Stock Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Volatility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 59.00% | ||||
Series Z Convertible Preferred Stock Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Risk Free Rate [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 2.70% | ||||
Series Z Convertible Preferred Stock Issued Upon Exchange of Series A-1 Warrants [Member] | March 15, 2018 Exchange Date [Member] | Dividend Yield [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 0.00% | ||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value | $ 545,682 | ||||
Convertible Preferred Stock shares | 279,837 | ||||
Required rate of return | 667.00% | ||||
Value of common stock per share | $ 1.70 | ||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Measurement Input, Expected Term [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 6 years 1 month 6 days | ||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Volatility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 67.00% | ||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Risk Free Rate [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 2.50% | ||||
Series A-1 Convertible Preferred Stock - Issued Upon Exchange of Series Z Warrants [Member] | March 15, 2018 Exchange Date [Member] | Dividend Yield [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption, percentage | 0.00% | ||||
Series W Warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Value of common stock per share | $ 1.66 | ||||
Series W Warrants [Member] | March 15, 2018 Exchange Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Convertible Preferred Stock shares | 1,399,185 | ||||
Required rate of return | 500.00% | ||||
[1] | As noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items, Level-2 represents significant other observable inputs, and Level-3 represents significant unobservable inputs. |
Financial Instruments Fair V_12
Financial Instruments Fair Value Measurements - Schedule of Series Z Warrants Issued-upon-exchange of Series A Warrants (Details) - USD ($) | Mar. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Series A Warrants derivative liability change in fair value | $ 96,480 | ||
Series A Warrants [Member] | |||
Series A Warrants derivative liability | $ 761,123 | ||
Series A Warrants derivative liability change in fair value | (246,561) | ||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | 514,562 | ||
Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value | (514,562) | ||
Series Z Warrants issued-upon-exchange of Series A Warrants | |||
Additional Paid To Capital Equity [Member] | |||
Series A Warrants derivative liability | |||
Series A Warrants derivative liability change in fair value | |||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | |||
Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value | 857,603 | ||
Series Z Warrants issued-upon-exchange of Series A Warrants | 857,603 | ||
Series A Warrants [Member] | |||
Series A Warrants derivative liability | |||
Series A Warrants derivative liability change in fair value | 246,561 | ||
Sub-Total: Series A Warrants derivative liability - March 15, 2018 Exchange Date | 246,561 | ||
Series Z Warrants issued-upon-exchange of Series A Warrants - estimated fair value | (343,041) | ||
Series Z Warrants issued-upon-exchange of Series A Warrants | $ (96,480) |
Financial Instruments Fair V_13
Financial Instruments Fair Value Measurements - Schedule of Equity Classified Series Z Warrants (Details) - Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] - Series A-1 Warrant [Member] | Dec. 31, 2019USD ($) |
Fair value - Series Z Warrants issued-upon-exchange | $ 895,478 |
Less: fair value - Series A-1 Warrants extinguished-upon-exchange | 545,682 |
Modification expense /increase to additional paid in capital | 349,796 |
Carry value - Series A-1 Warrants extinguished-upon-exchange - equity classified | 1,879,532 |
Carry value - Series Z Warrants issued-upon-exchange of Series A-1 Warrants - equity classified | $ 2,229,328 |
Financial Instruments Fair V_14
Financial Instruments Fair Value Measurements - Schedule of Equity Classified Series Z Warrants (Details) (Parenthetical) - Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] - Series A-1 Warrant [Member] | Dec. 31, 2019shares |
Shares issued for Series Z warrants | 1,399,185 |
Shares exchanged for Series A-1 warrants | 279,837 |
Series A-1 warrants exchanged as equity classified | 279,837 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 04, 2019 | Dec. 27, 2018 | Dec. 27, 2018 | Dec. 27, 2018 | Dec. 30, 2017 | Jul. 31, 2017 | Apr. 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 29, 2020 |
Proceeds from notes | $ 6,300,000 | |||||||||
Face value principal amount | $ 7,750,000 | $ 7,750,000 | $ 7,750,000 | |||||||
Conversion price | $ 1.60 | $ 1.60 | $ 1.60 | |||||||
Repayment of convertible debt | $ 85,750 | |||||||||
Debt conversion share issued | 7,773,110 | |||||||||
Debt extinguishment loss | $ 1,831,316 | |||||||||
Calculated aggregate estimated fair value | 96,480 | |||||||||
Interest expense | $ 32,667 | $ 2,392,447 | ||||||||
Series S Warrants [Member] | ||||||||||
Number of securities called by warrants or rights | 1,199,383 | 1,199,383 | ||||||||
Senior Secured Convertible Note [Member] | ||||||||||
Face value principal amount | $ 7,000,000 | |||||||||
Conversion price | $ 1.60 | |||||||||
Debt conversion share issued | 7,773,110 | |||||||||
December 2018 Senior Convertible Note [Member] | Subsequent Event [Member] | ||||||||||
Non-installment payments | $ 3,963 | |||||||||
Debt conversion share issued | 2,042,901 | |||||||||
Number of shares issued of common stock, amount | $ 2,833,579 | |||||||||
Repayments acceleration installment amount | $ 1,642,000 | |||||||||
Senior Secured Note [Member] | ||||||||||
Debt conversion share issued | 550,440 | |||||||||
Interest expense | $ 780,116 | |||||||||
Unamortized debt discount | $ 1,637,972 | 1,637,972 | $ 1,637,972 | |||||||
Senior Secured Note One [Member] | ||||||||||
Debt extinguishment loss | 1,400,000 | |||||||||
Interest expense | 786,145 | 2,392,477 | ||||||||
Amortization of debt discount | 1,606,302 | |||||||||
Unamortized debt discount | 1,637,972 | 1,637,972 | 1,637,972 | |||||||
Debt reacquisition price | 5,500,000 | 5,500,000 | 5,500,000 | |||||||
Debt carrying value | 4,100,000 | 4,100,000 | 4,100,000 | |||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | ||||||||||
Debt face value principal | $ 14,000,000 | |||||||||
Payment of lender fees | 750,000 | |||||||||
Proceeds from notes | 7,000,000 | |||||||||
Offering costs | 614,940 | 614,940 | $ 614,940 | |||||||
Debt instrument maturity date | Dec. 31, 2020 | |||||||||
Face value principal amount | $ 14,000,000 | $ 7,750,000 | $ 7,750,000 | $ 7,750,000 | ||||||
Interest rate | 7.875% | 7.875% | 7.875% | |||||||
Bi-monthly installment payments | $ 4,330,500 | |||||||||
Conversion price | $ 1.60 | $ 1.60 | $ 1.60 | |||||||
Redemption rights event of default percentage description | Upon the occurrence of an Event of Default, as defined, the Holder has the option to require the Company to redeem all or a portion of the November 2019 Senior Convertible Notes face value principal then unpaid /outstanding for cash at a price equal to the greater of (a) 115% of the then unpaid /outstanding November 2019 Senior Convertible Notes face value principal, plus earned-but-unpaid Non-Installment Payments, and late charge fees, or (b) the market value of the common stock of the Company underlying the November 2019 Senior Convertible Notes. | Upon the occurrence of an Event of Default, as defined, the Holder has the option to require the Company to redeem all or a portion of the December 2018 Senior Convertible Note face value principal then unpaid /outstanding for cash at a price equal to the greater of (a) 115% of the then unpaid /outstanding December 2018 Senior Convertible Note face value principal, plus earned-but-unpaid Non-Installment Payments, and late charge fees, or (b) the market value of the common stock of the Company underlying the December 2018 Senior Convertible Note. | ||||||||
Redemption rights change of control percentage description | Upon the occurrence of a Change of Control, the Holder has the option to require the Company to redeem all or a portion of the November 2019 Senior Convertible Notes for cash at a price equal to the greater of: (a) 115% of the then unpaid /outstanding November 2019 Senior Convertible Notes face value principal plus earned-but-unpaid Non-Installment Payments, and late charge fees; (b) 115% of the market value of the common stock of the Company underlying the November 2019 Senior Convertible Notes; or, (c) 115% of the aggregate cash consideration payable in respect of the common stock of the Company underlying the November 2019 Senior Convertible Notes. | Upon the occurrence of a Change of Control, the Holder has the option to require the Company to redeem all or a portion of the December 2018 Senior Convertible Note for cash at a price equal to the greater of: (a) 115% of the then unpaid /outstanding December 2018 Senior Convertible Note face value principal plus earned-but-unpaid Non-Installment Payments, and late charge fees; (b) 115% of the market value of the common stock of the Company underlying the December 2018 Senior Convertible Note; or, (c) 115% of the aggregate cash consideration payable in respect of the common stock of the Company underlying the December 2018 Senior Convertible Note. | ||||||||
Redemption rights bankruptcy percentage description | Upon occurrence of a Bankruptcy Event of Default, as defined, the Company must immediately pay cash to the Holder equal to 115% of the sum of (a) November 2019 Senior Convertible Notes unpaid /outstanding face value principal, (b) earned-but-unpaid Non-Installment Payments, and (c) late charge fees. Notwithstanding, the Holder may waive the right to receive such payment and retain the conversion and payment rights. | Upon occurrence of a Bankruptcy Event of Default, as defined, the Company must immediately pay cash to the Holder equal to 115% of the sum of (a) December 2018 Senior Convertible Note unpaid /outstanding face value principal, (b) earned-but-unpaid Non-Installment Payments, and (c) late charge fees. Notwithstanding, the Holder may waive the right to receive such payment and retain the conversion and payment rights. | ||||||||
Covenants and other provisions, description | Under the November 2019 Senior Secured Convertible Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, and to have an unrestricted cash balance of at least $2.0 million at each quarterly balance sheet date, among other matters, including, under the Securities Purchase Agreement, the following provisions and covenants: | The Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, and to have an unrestricted cash balance of at least $1.75 million at each quarterly balance sheet date | ||||||||
Covenants and other provisions unrestricted cash balance | $ 2,000,000 | $ 1,750,000 | $ 1,750,000 | $ 1,750,000 | ||||||
Covenants and other provisions principal amount | $ 700,000 | |||||||||
Covenants and other provisions change in authorized shares of common stock | 100,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | ||||||
Debt description | The Company agreed to hold a stockholder meeting by no later than June 28, 2020 to approve stockholder resolutions with respect to each of: approving an increase in the authorized shares of common stock of the Company to 150 million shares from the current 100 million shares; and approving the issuance of shares of common stock of the Company in connection with the November 2019 Senior Convertible Notes for the purposes of compliance with the stockholder approval rules of The Nasdaq Stock Market ("Nasdaq"). | |||||||||
Placement agent fees and legal fees | $ 455,000 | |||||||||
Repayment of convertible debt | $ 5,000,000 | |||||||||
Bi-monthly non-installment payments annual interest rate | 7.875% | 7.875% | 7.875% | |||||||
Debt instrument bi-monthly payments terms | The December 2018 Senior Convertible Note Installment Amount included 35 bi-monthly payments of $193,750 from June 28, 2019 through November 30, 2020, and two final payments of $484,375 on each of December 15, 2020 and December 31, 2020, with such bi-monthly dates referred to as Installment Dates. Notwithstanding, future contractual Installment Amounts are reduced by additional face value principal repayments, with the reductions applied in reverse order of maturity of the bi-monthly Installment Amounts, starting with the final December 31, 2020 bi-monthly Installment Amount. In this regard, as of December 31, 2019, the future bi-monthly Installment Amounts have been reduced by an aggregate of $4,330,500 resulting from conversions in excess of the contractual bi-monthly Installment Amount, including a series of "conversion price voluntary adjustments" and the "Accelerated Installment Amount", each as discussed below. | |||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | Through June 28, 2020 [Member] | ||||||||||
Covenants and other provisions change in authorized shares of common stock | 150,000,000 | |||||||||
Securities Purchase Agreement [Member] | Series A November 2019 Senior Convertible Note [Member] | ||||||||||
Debt face value principal | $ 7,000,000 | |||||||||
Payment of lender fees | $ 700,000 | |||||||||
Financial advisory fee, percentage | 6.50% | |||||||||
Proceeds from notes | $ 6,300,000 | |||||||||
Offering costs | $ 550,254 | |||||||||
Debt instrument maturity date | Sep. 30, 2021 | |||||||||
Face value principal amount | $ 7,000,000 | |||||||||
Interest rate | 7.875% | |||||||||
Recognized current income | $ 475,250 | |||||||||
Securities Purchase Agreement [Member] | Series B November 2019 Senior Convertible Note [Member] | ||||||||||
Debt face value principal | $ 7,000,000 | |||||||||
Payment of lender fees | $ 700,000 | |||||||||
Financial advisory fee, percentage | 6.50% | |||||||||
Proceeds from notes | $ 6,300,000 | |||||||||
Advisory fee paid to placement | 409,500 | |||||||||
Face value principal amount | $ 7,000,000 | $ 7,000,000 | ||||||||
Interest rate | 7.875% | 3.00% | ||||||||
Recognized current income | $ 32,667 | |||||||||
Securities Purchase Agreement [Member] | Series B November 2019 Senior Convertible Note [Member] | Subsequent Event [Member] | ||||||||||
Face value principal amount | $ 7,000,000 | |||||||||
Interest rate | 3.00% | |||||||||
Securities Purchase Agreement [Member] | Series A and Series B November 2019 Senior Convertible Note [Member] | March 30, 2020 [Member] | ||||||||||
Bi-monthly installment payments | $ 378,380 | |||||||||
Debt instrument bi-monthly payments terms | A bi-monthly principal repayment and corresponding interest payment will be due commencing March 30, 2020, and then on each of the successive 15th day of the month and the last trading day of the month, and on the maturity date (each, an "Installment Date"). On each bi-monthly Installment Date, the Company will be required to settle a principal repayment totaling $378,380 for the Series A and Series B November 2019 Senior Convertible Notes together with interest thereon, referred to herein as the "Installment Amount", which shall be satisfied in shares of common stock of the Company, subject to customary equity conditions (including minimum price and volume thresholds), at 100% of the Installment Amount (an "Installment Conversion"), or otherwise (or at the election of the Company, in whole or in part) in cash at 115% of the Installment Amount (an "Installment Redemption") | |||||||||
Conversion price | $ 1.60 | |||||||||
Securities Purchase Agreement [Member] | December 2018 Senior Convertible Note [Member] | ||||||||||
Face value principal amount | $ 1,692,000 | $ 1,692,000 | $ 1,692,000 | |||||||
Recognized current income | $ 153,000 | $ 333,849 | ||||||||
Repayment of convertible debt | 6,058,000 | |||||||||
Private placement participating percentage | 50.00% | |||||||||
Fair value of convertible debt | 1,700,000 | |||||||||
Non-installment payments | $ 199,847 | |||||||||
Debt conversion share issued | 7,773,110 | |||||||||
Number of shares issued of common stock, amount | $ 8,089,163 | |||||||||
Debt extinguishment loss | $ 1,831,316 | |||||||||
Note and Security Purchase Agreement [Member] | Series S Warrants [Member] | ||||||||||
Number of securities called by warrants or rights | 2,660,000 | |||||||||
Note and Security Purchase Agreement [Member] | Senior Secured Note [Member] | ||||||||||
Proceeds from issuance of notes | $ 4,800,000 | |||||||||
Notes payable | $ 5,000,000 | |||||||||
Note and Security Purchase Agreement [Member] | Senior Secured Note and Series S Warrants [Member] | ||||||||||
Face value principal amount | 1,408,125 | |||||||||
Interest rate | 15.00% | |||||||||
Debt description | The Senior Secured Note annual interest rate was 15.0%, with interest payable semi-annually in arrears on June 30 and December 30 of each calendar year, commencing December 30, 2017 ("15% interest expense"). At its sole discretion, the Company was able to defer payment of up to 50% of each of the semi-annual 15% interest expense payable, with such deferred amount added to the outstanding interest-bearing principal balance of the Senior Secured Note. | |||||||||
Debt conversion share issued | 600,000 | |||||||||
Number of shares issued of common stock, amount | $ 5,000,000 | |||||||||
Debt extinguishment loss | 1,400,000 | |||||||||
Proceeds from issuance of notes | 4,800,000 | |||||||||
Percent of defer payment in semi-annual interest due | 50.00% | |||||||||
Debt instrument outstanding principal balance | 5,780,116 | 5,780,116 | 5,780,116 | |||||||
Initial principal and unpaid semi-annual interest | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||
Calculated aggregate estimated fair value | 3,434,452 | |||||||||
Difference amount recognized as debt discount | $ 3,591,875 | |||||||||
Interest expenses percentage | 15.00% |
Debt - Schedule of Repayments o
Debt - Schedule of Repayments of Debt (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt Disclosure [Abstract] | |
Bi-monthly Installment Amount principal repayments - common stock | $ 1,727,500 |
Accelerated Installment Amount principal repayments - common stock | 3,016,500 |
Voluntary conversion price adjustments principal repayments - common stock | 1,314,000 |
Sub-Total: principal repayments - common stock | 6,058,000 |
Non-installment payments - common stock | 199,847 |
Total Installment repayments and Non-Installment payments - common stock | 6,257,847 |
Fair Value - Common Stock Issued | 8,089,163 |
Debt Extinguishment Loss | $ 1,831,316 |
Debt - Schedule of Extinguishme
Debt - Schedule of Extinguishment of Debt (Details) - USD ($) | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value - 600,000 shares of common stock issued | 7,773,110 | ||
Senior Secured Note - additional principal - unpaid interest expense | $ 32,667 | $ 2,392,447 | |
Senior Secured Note [Member] | |||
Cash payment | $ 5,000,000 | ||
Fair value - 600,000 shares of common stock issued | 550,440 | ||
Debt reacquisition price Senior Secured Note | $ 5,550,440 | ||
Senior Secured Note - original principal | 5,000,000 | ||
Senior Secured Note - additional principal - unpaid interest expense | 780,116 | ||
Senior Secured Note - total principal | 5,780,116 | ||
Less: Senior Secured Note - remaining unamortized debt discount | (1,637,972) | ||
Senior Secured Note - debt carrying value, net | 4,142,144 | ||
Debt extinguishment loss | $ (1,408,296) |
Debt - Schedule of Extinguish_2
Debt - Schedule of Extinguishment of Debt (Details) (Parenthetical) - shares | Dec. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares issued | 5,480,000 | 2,649,818 | |
Senior Secured Note [Member] | |||
Number of shares issued | 600,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Jan. 02, 2020 | Jan. 02, 2019 | Jul. 31, 2018 | Jul. 02, 2018 | Mar. 15, 2018 | Mar. 15, 2018 | Mar. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | |||||||
Conversion of stock, shares converted | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Convertible preferred stock, shares issued | 975,568 | 975,568 | 975,568 | ||||||
Conversion of stock, shares converted | 33,325 | ||||||||
Number of shares issued in settlement as dividend payouts | 215,966 | ||||||||
Preferred stock dividend | $ 243,994 | $ 382,920 | |||||||
Dividend payment in kind number of shares issued | 127,698 | ||||||||
Dividends amount | $ 64,196 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Preferred stock dividend | $ 7,099 | ||||||||
Series A-1 Convertible Preferred Stock [Member] | |||||||||
Preferred stock stated value per share | $ 4 | ||||||||
Dividend rate of preferred stock | 8.00% | ||||||||
Series B Convertible Preferred Stock One [Member] | |||||||||
Preferred stock dividend | $ 25,148 | $ 104,936 | |||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | |||||||
Convertible preferred stock, shares issued | 1,158,209 | 1,069,941 | |||||||
Preferred stock stated value per share | $ 3 | ||||||||
Common stock conversion exchange factor of numerator | 3 | ||||||||
Common stock conversion exchange factor of denominator | $ 3 | ||||||||
Dividend rate of preferred stock | 8.00% | ||||||||
Preferred stock dividend | $ 64,196 | $ 264,599 | |||||||
Dividend payment in kind number of shares issued | 21,413 | 88,268 | |||||||
Dividends amount | $ 69,493 | ||||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Preferred stock dividend | $ 69,493 | ||||||||
Dividend payment in kind number of shares issued | 23,182 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Preferred stock par value | $ 6 | ||||||||
Dividend rate of preferred stock | 8.00% | ||||||||
Cumulative Series B Convertible Preferred Stock [Member] | |||||||||
Preferred stock dividend | $ 139,058 | $ 26,487 |
Stockholders' Equity and Comm_3
Stockholders' Equity and Common Stock Purchase Warrants (Details Narrative) - USD ($) | Dec. 27, 2018 | Aug. 22, 2018 | Jun. 12, 2018 | Jun. 02, 2018 | Apr. 05, 2018 | Feb. 08, 2018 | Jan. 25, 2018 | Jan. 23, 2018 | Jan. 19, 2018 | Jan. 11, 2018 | Apr. 28, 2016 | Jan. 31, 2020 | Oct. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Mar. 15, 2018 | Dec. 31, 2017 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||
Common stock, par value per share | $ 0.92 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Common stock, shares issued | 40,478,861 | 27,142,979 | |||||||||||||||||||
Common stock, shares outstanding | 40,478,861 | 27,142,979 | 14,551,234 | ||||||||||||||||||
Number of shares issued | 5,480,000 | 2,649,818 | |||||||||||||||||||
Gross proceeds from issuance of common stock | $ 5,480,000 | ||||||||||||||||||||
Debt conversion share issued | 7,773,110 | ||||||||||||||||||||
Debt issuance date | Dec. 27, 2018 | ||||||||||||||||||||
Number of stock issued under Employee Stock Purchase Plan | 82,772 | ||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 4,388,099 | ||||||||||||||||||||
Exercise price per share | $ 5 | ||||||||||||||||||||
Calculated aggregate estimated fair value | $ 96,480 | ||||||||||||||||||||
Stock-based compensation | $ 1,570,652 | $ 1,228,699 | |||||||||||||||||||
Lucid Diagnostics Inc [Member] | |||||||||||||||||||||
Common stock, shares issued | 10,000,000 | 10,000,000 | |||||||||||||||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||||||||||||||
Majority ownership interest percentage | 81.875% | 81.875% | |||||||||||||||||||
Solys Diagnostics Inc. [Member] | |||||||||||||||||||||
Common stock, shares issued | 9,189,190 | 9,189,190 | |||||||||||||||||||
Common stock, shares outstanding | 9,189,190 | 9,189,190 | |||||||||||||||||||
Majority ownership interest percentage | 90.3235% | 90.3235% | |||||||||||||||||||
Equity Subscription Rights Offering [Member] | |||||||||||||||||||||
Common stock, par value per share | $ 7.1 | ||||||||||||||||||||
Common stock, shares issued | 17,509,654 | ||||||||||||||||||||
Common stock, shares outstanding | 17,509,654 | ||||||||||||||||||||
Maximum equity subscriptions paid | 9,000,000 | ||||||||||||||||||||
Purchase of common stock unit price per share | $ 1.15 | ||||||||||||||||||||
Subscriptions offering costs | $ 200,000 | ||||||||||||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||||||||||||
Number of stock issued under Employee Stock Purchase Plan | 82,772 | ||||||||||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||||||||
Common stock, par value per share | $ 0.89 | ||||||||||||||||||||
Debt conversion share issued | 7,773,110 | ||||||||||||||||||||
Debt issuance date | Dec. 27, 2018 | Nov. 4, 2019 | |||||||||||||||||||
Senior Secured Note [Member] | |||||||||||||||||||||
Number of shares issued | 600,000 | ||||||||||||||||||||
Debt conversion share issued | 550,440 | ||||||||||||||||||||
Placement Agency Agreement [Member] | |||||||||||||||||||||
Number of shares issued | 530,000 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 5,480,000 | ||||||||||||||||||||
Placement agent fees and legal fees | $ 101,098 | ||||||||||||||||||||
Underwriting Agreement [Member] | Dawson James Securities, Inc., [Member] | |||||||||||||||||||||
Common stock, shares issued | 362,292 | ||||||||||||||||||||
Number of shares issued | 234,540 | 2,415,278 | 2,415,278 | ||||||||||||||||||
Value of common stock per share | $ 1.80 | ||||||||||||||||||||
Underwriter's discount | $ 4,388,099 | ||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 113,438 | ||||||||||||||||||||
Individual Investors [Member] | |||||||||||||||||||||
Number of shares issued | 4,950,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 5,480,000 | ||||||||||||||||||||
Equity Subscription Rights Offering [Member] | |||||||||||||||||||||
Number of shares issued | 9,000,000 | ||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 10,400,000 | ||||||||||||||||||||
Equity subscription period date | Jun. 7, 2018 | ||||||||||||||||||||
Equity subscription purchases description | The equity subscription provided for the purchase of a common stock unit at a $1.15 per unit, with each such unit comprised of one share of common stock of the Company and one Series Z Warrant, and immediately separated upon issue into its underlying components. | ||||||||||||||||||||
Commissions and fees | $ 1,000,000 | ||||||||||||||||||||
Series Z Warrants [Member] | |||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||
Additional paid-in capital | $ 2,100,000 | ||||||||||||||||||||
Value of common stock per share | $ 1.66 | ||||||||||||||||||||
Exercise price per share | $ 3 | ||||||||||||||||||||
Warrant to purchase common stock | 53,000 | 16,815,039 | 16,815,039 | ||||||||||||||||||
Warrant issued and outstanding | 16,815,039 | 16,815,039 | |||||||||||||||||||
Warrant exercise price description | Upon issue, a Series Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $1.60 per share, effective June 1, 2018. The Series Z Warrant exercise price was initially $3.00 per share through May 31, 2018. On May 15, 2018, the Company's board of directors approved a reduction to the Series Z Warrant exercise price to $1.60 per share, effective June 1, 2018, upon completion of the period-of-notice to the holders of Series Z Warrants then issued and outstanding. See herein below for further information with respect to the modification expense recognized in connection with the Series Z Warrant exercise price adjustment. The Series Z Warrant $1.60 exercise price is not subject-to further adjustment, unless by action of the PAVmed Inc board of directors, or the effect of stock dividends, stock splits or similar events affecting the common stock of the Company. | ||||||||||||||||||||
Warrant maturity date | Apr. 30, 2024 | ||||||||||||||||||||
Redemption price per share for outstanding warrants | $ 0.01 | ||||||||||||||||||||
Weighted average closing price of common stock | 9 | ||||||||||||||||||||
Modification of the Series Z warrant agreement | $ 1,140,995 | ||||||||||||||||||||
Calculated aggregate estimated fair value | $ 1,060 | $ 3,304,377 | |||||||||||||||||||
Expected volatility | 55.00% | ||||||||||||||||||||
Risk free rate | 2.70% | ||||||||||||||||||||
Expected term (years) | 2 years 8 months 12 days | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Series Z Warrants [Member] | Minimum [Member] | |||||||||||||||||||||
Exercise price per share | $ 1.60 | ||||||||||||||||||||
Series Z Warrants [Member] | Maximum [Member] | |||||||||||||||||||||
Exercise price per share | $ 3 | ||||||||||||||||||||
Series Z Warrants [Member] | Series A & Series A -1 Exchange Offer March 15,2018 Exchange Date [Member] | |||||||||||||||||||||
Warrant to purchase common stock | 2,739,190 | ||||||||||||||||||||
Series Z Warrants [Member] | Series W Warrants Offer-to-Exchange [Member] | |||||||||||||||||||||
Warrant to purchase common stock | 5,075,849 | ||||||||||||||||||||
Warrant modification expense | $ 766,456 | ||||||||||||||||||||
Calculated aggregate estimated fair value | $ 3,304,377 | ||||||||||||||||||||
Series Z Warrants [Member] | Equity Subscription Rights Offering [Member] | |||||||||||||||||||||
Warrant to purchase common stock | 9,000,000 | ||||||||||||||||||||
Series Z Warrants [Member] | UPO Offer-to-Exchange [Member] | |||||||||||||||||||||
Warrant to purchase common stock | 53,000 | ||||||||||||||||||||
Calculated aggregate estimated fair value | $ 3,180 | ||||||||||||||||||||
Underwritten Public Offering [Member] | |||||||||||||||||||||
Number of shares issued | 2,649,818 | ||||||||||||||||||||
Series W Warrants [Member] | |||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||
Value of common stock per share | $ 1.66 | ||||||||||||||||||||
Gross proceeds from issuance initial public offering | $ 50,520 | ||||||||||||||||||||
Number of warrant exercised | 34,345 | ||||||||||||||||||||
Exercise price per share | $ 5 | $ 2 | $ 2 | $ 5 | $ 5 | ||||||||||||||||
Proceeds from warrant exercises | $ 68,690 | ||||||||||||||||||||
Warrant to purchase common stock | 10,151,682 | 381,818 | 381,818 | ||||||||||||||||||
Warrant issued and outstanding | 381,818 | 381,818 | |||||||||||||||||||
Redemption price per share for outstanding warrants | 0.01 | ||||||||||||||||||||
Weighted average closing price of common stock | $ 10 | ||||||||||||||||||||
Warrant exercisable date | Oct. 28, 2016 | ||||||||||||||||||||
Warrant expiry date | Feb. 8, 2018 | Jan. 29, 2022 | |||||||||||||||||||
Calculated aggregate estimated fair value | $ 7,903,000 | ||||||||||||||||||||
Expected volatility | 55.00% | ||||||||||||||||||||
Risk free rate | 25.00% | ||||||||||||||||||||
Expected term (years) | 3 years 9 months 18 days | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Series W Warrants [Member] | Unit Purchase Options [Member] | |||||||||||||||||||||
Exercise price per share | $ 1.60 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 274,257 | 2,649,818 | |||||||||||||||||||
Number of stock issued under Employee Stock Purchase Plan | 82,772 | ||||||||||||||||||||
Series S Warrants [Member] | |||||||||||||||||||||
Number of shares issued | 2,660,000 | ||||||||||||||||||||
Exercise price per share | $ 0.01 | ||||||||||||||||||||
Proceeds from warrant exercises | $ 2,743 | ||||||||||||||||||||
Warrant to purchase common stock | 1,199,383 | 1,199,383 | |||||||||||||||||||
Warrant issued and outstanding | 1,199,383 | 1,199,383 | |||||||||||||||||||
Series S Warrants [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Number of warrant exercised | 1,199,383 | ||||||||||||||||||||
Proceeds from warrant exercises | $ 11,994 | ||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||
Number of shares issued | |||||||||||||||||||||
Number of stock issued under Employee Stock Purchase Plan | |||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 33,325 | 499,334 | |||||||||||||||||||
Unit Purchase Options [Member] | |||||||||||||||||||||
Value of common stock per share | $ 5 | ||||||||||||||||||||
Exercise price per share | $ 5.50 | $ 5.50 | |||||||||||||||||||
Warrant to purchase common stock | 53,000 | ||||||||||||||||||||
Warrant issued and outstanding | 53,000 | ||||||||||||||||||||
Modification of the Series Z warrant agreement | $ 2,120 | ||||||||||||||||||||
Warrant expiry date | Jan. 29, 2021 | ||||||||||||||||||||
Fair value assumptions amount | $ 105,100 | ||||||||||||||||||||
Expected volatility | 50.00% | ||||||||||||||||||||
Risk free rate | 1.28% | ||||||||||||||||||||
Expected term (years) | 4 years 7 months 6 days | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Unit Purchase Options [Member] | IPO [Member] | |||||||||||||||||||||
Number of shares issued | 53,000 | ||||||||||||||||||||
Non-controlling Interest [Member] | Lucid Diagnostics Inc [Member] | |||||||||||||||||||||
Majority ownership interest percentage | 18.125% | 18.125% | |||||||||||||||||||
Non-controlling Interest [Member] | Solys Diagnostics Inc. [Member] | |||||||||||||||||||||
Majority ownership interest percentage | 9.6765% | 9.6765% |
Stockholders' Equity and Comm_4
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Shares of Common Stock Issued and Outstanding, beginning balance | 27,142,979 | 14,551,234 |
Registered offerings | 5,480,000 | 2,649,818 |
Conversion of Senior Secured Convertible Note issued December 27, 2018 | 7,773,110 | |
Employee stock purchase plan | 82,772 | |
Equity Subscription Rights Offering | 9,000,000 | |
Repayment of debt - Senior Secured Note | 600,000 | |
Series W Warrant exercises | 34,345 | |
Series S Warrant exercises | 274,257 | |
Series B Convertible Preferred Stock conversion | 33,325 | |
Series A Convertible Preferred Stock conversion | ||
Shares of Common Stock Issued and Outstanding, ending balance | 40,478,861 | 27,142,979 |
Stockholders' Equity and Comm_5
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Debt issuance date | Dec. 27, 2018 |
Stockholders' Equity and Comm_6
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Outstanding Warrants to Purchase Common Stock (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 05, 2018 | Feb. 08, 2018 | Jan. 11, 2018 | |
Exercise price per share | $ 5 | ||||
Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 16,815,039 | 16,815,039 | |||
Exercise price per share | $ 3 | ||||
Series W Warrants [Member] | |||||
Warrant issued and outstanding | 381,818 | 381,818 | |||
Exercise price per share | $ 5 | $ 5 | $ 5 | $ 2 | $ 2 |
Series S Warrants [Member] | |||||
Warrant issued and outstanding | 1,199,383 | 1,199,383 | |||
Exercise price per share | $ 0.01 | ||||
Warrants [Member] | |||||
Warrant issued and outstanding | 18,449,240 | 18,449,240 | |||
Exercise price per share | $ 1.57 | $ 1.57 | |||
Equity Classified Warrants [Member] | Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 16,815,039 | 16,815,039 | |||
Exercise price per share | $ 1.60 | $ 1.60 | |||
Warrant expiration date | Apr. 30, 2024 | Apr. 30, 2024 | |||
Equity Classified Warrants [Member] | UPO - Series Z Warrants [Member] | |||||
Warrant issued and outstanding | 53,000 | 53,000 | |||
Exercise price per share | $ 1.60 | $ 1.60 | |||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | Series W Warrants [Member] | |||||
Warrant issued and outstanding | 381,818 | 381,818 | |||
Exercise price per share | $ 5 | $ 5 | |||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | UPO -Series W Warrants [Member] | |||||
Warrant issued and outstanding | |||||
Exercise price per share | |||||
Warrant expiration date | Jan. 31, 2022 | Jan. 31, 2022 | |||
Equity Classified Warrants [Member] | Series S Warrants [Member] | |||||
Warrant issued and outstanding | 1,199,383 | 1,199,383 | |||
Exercise price per share | $ 0.01 | $ 0.01 | |||
Warrant expiration date | Jan. 31, 2032 | Jan. 31, 2032 |
Stockholders' Equity and Comm_7
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Value of Warrant Modification (Details) - USD ($) | Jun. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Calculated aggregate estimated fair value | $ 96,480 | ||
Series Z Warrant Exercise Price Adjustment [Member] | Immediately After Modification [Member] | |||
Calculated aggregate estimated fair value | $ 3,477,692 | ||
Series Z Warrants - issued and outstanding - June 1, 2018 | 7,815,039 | ||
Value of common stock per share | $ 1 | ||
Exercise price per share - Series Z Warrant | $ 1.60 | ||
Expected term - years | 5 years 10 months 25 days | ||
Volatility | 58.00% | ||
Risk free interest rate | 2.80% | ||
Dividend yield | 0.00% | ||
Series Z Warrant Exercise Price Adjustment [Member] | Immediately Before Modification [Member] | |||
Calculated aggregate estimated fair value | $ 2,336,697 | ||
Series Z Warrants - issued and outstanding - June 1, 2018 | 7,815,039 | ||
Value of common stock per share | $ 1 | ||
Exercise price per share - Series Z Warrant | $ 3 | ||
Expected term - years | 5 years 10 months 25 days | ||
Volatility | 58.00% | ||
Risk free interest rate | 2.80% | ||
Dividend yield | 0.00% |
Stockholders' Equity and Comm_8
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Values for Series Z and Series W Warrants (Details) - USD ($) | Aug. 22, 2018 | Apr. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Calculated aggregate estimated fair value | $ 96,480 | |||
Exercise price per share | $ 5 | |||
Series Z Warrants [Member] | ||||
Calculated aggregate estimated fair value | $ 1,060 | $ 3,304,377 | ||
Series Z Warrants issued-upon-exchange | 5,075,849 | |||
Series W Warrants extinguished-upon-exchange | ||||
Value of common stock | $ 1.66 | |||
Exercise price per share | $ 3 | |||
Expected term (years) | 2 years 8 months 12 days | |||
Volatility | 55.00% | |||
Risk free rate | 2.70% | |||
Dividend yield | 0.00% | |||
Series W Warrants [Member] | ||||
Calculated aggregate estimated fair value | $ 2,537,921 | |||
Series Z Warrants issued-upon-exchange | ||||
Series W Warrants extinguished-upon-exchange | 10,151,682 | |||
Value of common stock | $ 1.66 | |||
Exercise price per share | $ 5 | |||
Expected term (years) | 3 years 9 months 18 days | |||
Volatility | 55.00% | |||
Risk free rate | 25.00% | |||
Dividend yield | 0.00% |
Stockholders' Equity and Comm_9
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Estimated Fair Values for Unit Purchase Options (Details) - USD ($) | Aug. 22, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Calculated aggregate estimated fair value | $ 96,480 | ||
Exercise price per unit - UPO-Z /UPO-W | $ 5 | ||
UPO-Z [Member] | |||
Calculated aggregate estimated fair value | $ 3,180 | ||
UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange | 53,000 | ||
Value of common stock | $ 1.38 | ||
Value of Series Z Warrant /Series W Warrants | 0.53 | ||
Exercise price per unit - UPO-Z /UPO-W | $ 5.50 | ||
Expected term (years) | 2 years 4 months 24 days | ||
Volatility | 42.00% | ||
Risk free rate | 2.60% | ||
Dividend yield | 0.00% | ||
UPO-W [Member] | |||
Calculated aggregate estimated fair value | $ 1,060 | ||
UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange | 53,000 | ||
Value of common stock | $ 1.38 | ||
Value of Series Z Warrant /Series W Warrants | 0.05 | ||
Exercise price per unit - UPO-Z /UPO-W | $ 5.50 | ||
Expected term (years) | 2 years 4 months 24 days | ||
Volatility | 42.00% | ||
Risk free rate | 2.60% | ||
Dividend yield | 0.00% |
Stockholders' Equity and Com_10
Stockholders' Equity and Common Stock Purchase Warrants - Schedule of Noncontrolling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
NCI - equity (deficit) - beginning of period | $ (161,512) | |
Net loss attributable to NCI | (810,890) | $ (204,072) |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | 1,396,707 | 1,175,466 |
NCI - equity (deficit) - end of period | (814,279) | (161,512) |
Non-controlling Interest [Member] | ||
NCI - equity (deficit) - beginning of period | (161,512) | |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | ||
NCI - equity (deficit) - end of period | (814,279) | (161,512) |
Non-controlling Interest [Member] | Lucid Diagnostics Inc [Member] | ||
Investment in majority-owned subsidiary | 1,812 | |
Net loss attributable to NCI | (801,224) | (204,072) |
Stock-based compensation expense - Lucid Diagnostics Inc 2018 Equity Plan | 158,123 | 40,748 |
Non-controlling Interest [Member] | Solys Diagnostics Inc. [Member] | ||
Investment in majority-owned subsidiary | 889 | |
Share Subscription Receivable | (889) | |
Net loss attributable to NCI | $ (9,666) |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - Unit Purchase Options [Member] | Aug. 22, 2018shares |
Number of common stock and warrant offered in one unit | 53,000 |
Number of warrants issued | 53,000 |
Number of warrants outstanding | 53,000 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Earnings Per Share [Abstract] | |||
Net loss - before noncontrolling interest | $ (17,268,131) | $ (18,172,822) | |
Net loss attributable to noncontrolling interest | 810,890 | 204,072 | |
Net loss - as reported, attributable to PAVmed Inc. | (16,457,241) | (17,968,750) | |
Convertible Preferred Stock dividends Series B | [1] | (269,895) | (203,123) |
Convertible Preferred Stock dividends Series A-1 | [1] | (25,148) | |
Convertible Preferred Stock dividends Series A | [1] | (26,487) | |
Series A and Series A-1 Exchange Offer - March 15, 2018 - deemed dividend - incremental fair value - Series B Convertible Preferred Stock issued-upon-exchange of Series A Convertible Preferred Stock | (726,531) | ||
Series A and Series A-1 Exchange Offer - March 15, 2018 - Series B Convertible Preferred Stock issued-upon-exchange of Series A-1 Convertible Preferred Stock | 199,241 | ||
Net loss attributable to PAVmed Inc. common stockholders | $ (16,727,136) | $ (18,750,798) | |
Weighted average common shares outstanding basic and diluted | [2],[3] | 30,197,458 | 22,276,347 |
Basic and diluted - Net loss - as reported, attributable to PAVmed Inc. | $ (0.54) | $ (0.81) | |
Basic and diluted - Net loss attributable to PAVmed Inc. common stockholders | $ (0.55) | $ (0.84) | |
[1] | The convertible preferred stock dividends earned as of the each of the respective periods noted, are included in the calculation of basic and diluted net loss attributable to PAVmed Inc. common stockholders for each respective periods presented, including: with respect to the Series B Convertible Preferred Stock, for the year ended December 31, 2019 and from March 16, 2018 to December 31, 2018, and with respect to each of the Series A-1 and Series A Convertible Preferred Stock, from January 1, 2018 to March 15, 2018; | ||
[2] | Basic weighted-average number of shares of common stock outstanding for the years ended December 31, 2019 and 2018 include the shares of the Company issued and outstanding during the year ended December 31, 2019, and during the year ended December 31, 2019, the Series S Warrants for the period February 1, 2019 to December 31, 2019 (as discussed herein below), each on a weighted average basis. The basic weighted average number of shares outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. | ||
[3] | The Series B Convertible Preferred Stock has the right to receive common stock dividends, and prior to the March 15, 2018 Exchange Date of the Series A and Series A Exchange Offer, holders of the Series A Warrants and the Series A-1 Warrants previously had the right to receive common stock dividends. As such, the Series B Convertible Preferred Stock and the Series A Warrants and Series A-1 Warrants would potentially been considered participating securities under the two-class method of calculating net loss per share. However, the Company has incurred net losses to-date, and as such holders are not contractually obligated to share in the losses, there is no impact on the Company's net loss per share calculation for the periods indicated. |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 24,364,595 | 22,899,321 | |
Stock Options and Unvested Restricted Stock Awards [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 5,903,529 | 3,327,140 | |
Unit Purchase Options - "UPO-Z" /"UPO-W" - as to Shares of common stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | 53,000 | 53,000 |
Unit Purchase Options - "UPO-Z" - as to Shares Underlying Series Z Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [1] | 53,000 | 53,000 |
Series Z Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 16,815,039 | 16,815,039 | |
Series W Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 381,818 | 381,818 | |
Series S Warrants [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [2] | 1,199,383 | |
Series B Convertible Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | [3] | 1,158,209 | 1,069,941 |
[1] | On August 22, 2018, the "UPO Exchange Offer" was completed, wherein, 53,000 "UPO-Z" were issued-upon-exchange of all the previously issued and outstanding 53,000 UPO-W. The UPO-Z may be exercised to purchase a unit comprised of one share of common stock of the Company and one Series Z Warrant; and the UPO-W was exercisable to purchase a unit comprised of one share of common stock of the Company and one Series W Warrant. See Note 14, Stockholders' Equity and Common Stock Purchase Warrants, for a discussion of the UPO-Z, UPO-W, and the August 22, 2018 UPO Exchange Offer. | ||
[2] | The Series S Warrants were issued in connection with the Note and Security Purchase Agreement with Scopia Holdings LLC. The Series S Warrants were not included in weighted average shares outstanding for the year ended December 31, 2018 due to certain contractual restrictions on the ability of the holder to exercise the Series S Warrant, with such contractual restrictions ending in January 2019. | ||
[3] | If converted at the election of the holder, the shares of Series B Convertible Preferred Stock issued and outstanding would result in a corresponding number of additional outstanding shares of common stock of the Company. |