Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Guardion Health Sciences, Inc. | |
Entity Central Index Key | 1,642,375 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,329,475 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 3,198,349 | $ 4,735,230 |
Accounts receivable | 57,426 | 72,771 |
Inventories | 182,919 | 154,730 |
Prepaid expenses | 114,678 | 117,164 |
Total current assets | 3,553,372 | 5,079,895 |
Deposits | 10,470 | 10,470 |
Property and equipment, net | 171,345 | 95,597 |
Intangible assets, net | 617,082 | 620,741 |
Goodwill | 1,563,520 | 1,563,520 |
Total assets | 5,915,789 | 7,370,223 |
Current liabilities | ||
Accounts payable and accrued liabilities | 446,561 | 311,236 |
Accrued expenses and deferred rent | 16,472 | 12,043 |
Line of credit | 0 | 30,535 |
Due to related parties | 136,968 | 146,133 |
Total current liabilities | 600,001 | 499,947 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized | 0 | 0 |
Common stock, $0.001 par value; 90,000,000 shares authorized; 40,329,475 and 40,183,475 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 40,329 | 40,183 |
Additional paid-in capital | 34,474,876 | 33,696,049 |
Accumulated deficit | (29,199,417) | (26,865,956) |
Total stockholders’ equity | 5,315,788 | 6,870,276 |
Total liabilities and stockholders’ equity | $ 5,915,789 | $ 7,370,223 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 |
Common Stock, Shares, Issued | 40,329,475 | 40,183,475 |
Common Stock, Shares, Outstanding | 40,329,475 | 40,183,475 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 193,040 | $ 55,941 |
Cost of goods sold | 79,278 | 22,633 |
Gross profit | 113,762 | 33,308 |
Operating expenses | ||
Research and development | 159,588 | 10,239 |
Sales and marketing | 605,990 | 76,736 |
General and administrative | 1,680,810 | 598,913 |
Total operating expenses | 2,446,388 | 685,888 |
Loss from operations | (2,332,626) | (652,580) |
Other expenses: | ||
Interest expense | 835 | 16,431 |
Net loss | (2,333,461) | (669,011) |
Adjustments related to Series A and Series B convertible preferred stock: | ||
Accretion of deemed dividend | 0 | (31,841) |
Dividend declared | 0 | (36,077) |
Net loss attributable to common shareholders | $ (2,333,461) | $ (736,929) |
Net loss per common share - basic and diluted | $ (0.06) | $ (0.03) |
Weighted average common shares outstanding - basic and diluted | 40,314,875 | 24,760,327 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders’ Equity - 3 months ended Mar. 31, 2018 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ 6,870,276 | $ 40,183 | $ 33,696,049 | $ (26,865,956) |
Beginning Balance (in shares) at Dec. 31, 2017 | 40,183,475 | |||
Fair value of vested stock options | 777,513 | $ 0 | 777,513 | 0 |
Issuance of common stock - warrant exercises | 1,460 | $ 146 | 1,314 | 0 |
Issuance of common stock - warrant exercises (in shares) | 146,000 | |||
Net loss | (2,333,461) | $ 0 | 0 | (2,333,461) |
Ending Balance at Mar. 31, 2018 | $ 5,315,788 | $ 40,329 | $ 34,474,876 | $ (29,199,417) |
Ending Balance (in shares) at Mar. 31, 2018 | 40,329,475 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Activities | ||
Net loss | $ (2,333,461) | $ (669,011) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 73,022 | 15,545 |
Accrued interest expense included in notes payable | 0 | 13,116 |
Stock-based compensation | 777,513 | 103,623 |
Stock-based compensation - related parties | 0 | 57,158 |
(Increase) decrease in - | ||
Accounts receivable | 15,345 | (240) |
Inventories | (28,188) | (6,025) |
Deposits and prepaid expenses | 2,486 | (8,369) |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 135,324 | 77,083 |
Accrued and deferred rent costs | 4,429 | (28,456) |
Net cash used in operating activities | (1,353,530) | (445,576) |
Investing Activities | ||
Purchase of property and equipment | (95,111) | 0 |
Purchase of intellectual property | (50,000) | 0 |
Net cash used in investing activities | (145,111) | 0 |
Financing Activities | ||
Proceeds from issuance of promissory notes | 0 | 100,000 |
Payments on promissory notes | 0 | (14,000) |
Payments on line of credit | (30,535) | 0 |
Proceeds from issuance of preferred stock | 0 | 700,000 |
Proceeds from exercise of warrants | 1,460 | 0 |
(Decrease) increase in due to related parties | (9,165) | 41,906 |
Net cash (used in) provided by financing activities | (38,240) | 827,906 |
Cash: | ||
Net (decrease) increase | (1,536,881) | 382,330 |
Balance at beginning of period | 4,735,230 | 62,520 |
Balance at end of period | $ 3,198,349 | $ 444,850 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Business Operations Organization and Business Guardion Health Sciences, Inc. (the “Company”) was formed in December 2009 as a California limited liability company under the name P4L Health Sciences, LLC. On June 30, 2015, the Company converted from a California limited liability company to a Delaware corporation, changing its name from Guardion Health Sciences, LLC to Guardion Health Sciences, Inc. The Company is a specialty health sciences company formed to develop, formulate and distribute condition-specific medical foods with an initial medical food product on the market under the brand name Lumega-Z ® The Company also developed a proprietary medical device called the MapcatSF ® On September 29, 2017, the Company completed its acquisition of substantially all of the assets and certain liabilities of VectorVision, Inc., a company that specializes in the standardization of contrast sensitivity, glare sensitivity, low contrast acuity, and ETDRS visual acuity testing. VectorVision develops, manufactures and sells equipment and supplies for standardized vision testing. The Company has had limited operations to date and has been primarily engaged in research, development, commercialization and capital raising. Going Concern and Liquidity The financial statements have been prepared assuming the Company will continue as a going concern. The Company had a net loss of $ 2,333,461 1,353,530 The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2017. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. The Company will continue to incur significant expenses for continued commercialization activities related to Lumega-Z, the MapcatSF ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Actual results could differ from those estimates. In connection with the VectorVision transaction, we identified and allocated estimated fair values to intangible assets including goodwill and customer relationships. In accordance with Accounting Standard Codification (“ASC”) 350 Intangibles Goodwill and Other, we determined whether these assets are expected to have indefinite (such as goodwill) or limited useful lives, and for those with limited lives, we established an amortization period and method of amortization. Our goodwill and other intangible assets are subject to periodic impairment testing. We utilized the services of an independent third-party valuation firm to assist us in identifying intangible assets and in estimating their fair values. The useful lives for our intangible assets other than goodwill were estimated based on Management’s consideration of various factors, including assumptions that market participants might use about sales expectations as well as potential effects of obsolescence, competition, technological progress and the regulatory environment. Because the future pattern in which the economic benefits of these intangible assets may not be reliably determined, amortization expense is generally calculated on a straight-line basis. Amortization expense for the identifiable intangible assets associated with the VectorVision acquisition is approximately $ 54,000 The Company reviews long-lived assets, including property and equipment, identifiable intangible assets, and goodwill for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of March 31, 2018 and December 31, 2017, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates. The Company operates and manages its business as one reporting and operating segment, which is the business of developing and commercializing a variety of products that support the detection, intervention and monitoring of a range of eye diseases. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company’s revenue is comprised of sales of medical foods and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to consumers both in the U.S. and internationally. In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help readers of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized revenue when risk of loss transferred to our customers and collection of the receivable was reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The Company allows for returns within 30 days of purchase, although for all periods presented, returns have been insignificant. Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payment for sales of Lumega-Z is generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. We provide a 30-day right of return to our retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of product is returned (less than $ 2,000 Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941 Research and development costs consist primarily of fees paid to consultants and outside service providers and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures, which include stock compensation expense, are expensed as incurred and totaled $ 159,588 10,239 The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, consultants, contractors, and employees, which include grants of employee stock options, are recognized in the financial statements based on their fair values. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period using a graded vesting basis. In certain circumstances where there are no future performance requirements by the non-employee, grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The Company recognizes stock compensation expense, on stock purchases at a price less than fair value, and for fully-vested stock issued to consultants and other service providers, for the excess of fair value of the stock over the price paid for the stock. The Company recognizes the fair value of stock-based compensation within its statements of operations with classification depending on the nature of the services rendered. The Company will issue new shares to satisfy stock option exercises. The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock, if applicable. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants, options, and shares of common stock issuable upon conversion of convertible debt and convertible preferred stock outstanding that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares of common stock issuable upon exercise of warrants, options, and conversion of convertible debt and convertible preferred stock outstanding are anti-dilutive as they decrease loss per share. March 31, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182 In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued Accounting Standards Update No. 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; (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 (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently expected to have any impact on the Company’s financial statement presentation or disclosures. The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
VectorVision Acquisition
VectorVision Acquisition | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. VectorVision Acquisition On September 29, 2017, the Company, through a wholly-owned subsidiary, completed the acquisition of substantially all of the assets and certain liabilities of VectorVision, Inc., an Ohio corporation (“VectorVision”), in exchange for 3,050,000 2,287,500 With respect to the 3,050,000 shares of common stock, 250,000 shares are held back by the Company through November 28, 2019 as security for VectorVision’s indemnification obligations to the Company and the remaining 2,800,000 shares were issued to VectorVision at the closing of the transaction, 11 VectorVision develops, manufactures and sells equipment and supplies for standardized vision testing for use by eye doctors in clinical trials, for real-world vision evaluation, and industrial vision testing. VectorVision specializes in the standardization of contrast sensitivity, glare sensitivity, low contrast acuity, and ETDRS (Early Treatment Diabetic Retinopathy Study) visual acuity testing. VectorVision developed and commercialized its CSV-1000 medical device to conduct contrast sensitivity testing and it developed and commercialized its ESV-3000 medical device to conduct ETDRS visual acuity testing. The patented standardization system provides the practitioner or researcher with the ability to delineate very small changes in visual capability, either as compared to the population or from visit to visit. The Company believes VectorVision’s CSV-1000 device to be the standard of care for clinical trials. The VectorVision transaction expands the Company’s technical portfolio and the Company believes it further establishes the Company’s position at the forefront of early detection, intervention and monitoring of a range of eye diseases. In accordance with ASC 805, the Company utilized the acquisition method of accounting, whereby the purchase consideration is allocated to specific tangible and intangible assets at their estimated fair values on the date of acquisition. Fair Values Common stock consideration $ 2,287,500 Liabilities assumed 108,722 Total purchase consideration 2,396,222 Cash (4,895) Accounts receivable (50,105) Inventory (93,293) Prepaid assets (551) Property and equipment (9,458) Intangible assets (674,400) Goodwill $ 1,563,520 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and benefits of the combined company. Three Months Ended March 31, 2017 Pro forma net revenues $ 245,177 Pro forma net loss attributable to common shareholders $ (736,724) Pro forma net loss per share $ (0.03) |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories March 31, December 31, 2018 2017 Raw materials $ 168,361 $ 133,354 Finished goods 14,558 21,376 $ 182,919 $ 154,730 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and Equipment, net March 31, December 31, 2018 2017 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 150,603 150,603 Furniture and fixtures 145,411 50,300 Computer equipment 16,464 16,464 Office equipment 8,193 8,193 419,028 323,917 Less accumulated depreciation and amortization (247,683) (228,320) $ 171,345 $ 95,597 For the three months ended March 31, 2018 and 2017, depreciation expense was $ 19,363 15,545 7,530 7,325 10,333 8,220 |
Acquisition of Intellectual Pro
Acquisition of Intellectual Property | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 6. Acquisition of Intellectual Property On January 26, 2018, the Company acquired the rights to the trademark GLAUCO-HEALTH as well as the name “International Eye Wellness Institute” (together, the “IP Assets”) from an unrelated party. The purchase included all rights, title, and interest in and to the IP Assets, including (a) the right to register and use the IP Assets; (b) all goodwill associated with the IP Assets; (c) all income, royalties, and damages hereafter due or payable with respect to the IP Assets; (d) all rights to sue for past, present, and future infringements or misappropriations of the IP Assets; and (e) and all other intellectual property rights owned or claimed by the seller or embodied in the IP Assets. In exchange for these rights, the Company paid the seller $ 50,000 ASC 350-30-20 defines a defensive intangible asset as an acquired intangible asset in a situation in which an entity does not intend to actively use the asset but intends to hold (lock up) the asset to prevent others from obtaining access to the asset. The Company determined that the acquired intangible asset met the definition of a defensive intangible asset. The Company accounted for the $50,000 payment as an acquired intangible asset as of the closing of the agreement. As the Company can renew the underlying rights to the IP Assets indefinitely at nominal cost, the assets have been classified as a non-amortizable intangible asset on the Company’s balance sheet at March 31, 2018. The Company will evaluate the status of the assets for impairment quarterly. On January 26, 2018 the Company entered into a consulting agreement with the principal of the seller to assist with the development of the IP Assets and other assets acquired by the Company in the transaction. In conjunction with the consulting agreement, the Company issued a stock option on January 26, 2018 to the consultant to purchase a total of 500,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 7. Related Party Transactions Due to and from related parties represents unreimbursed expenses and compensation incurred on behalf of, and amounts loaned to the Company by, Michael Favish, the Company’s Chief Executive Officer, as well as other stockholders. The advances are unsecured, non-interest bearing and are due on demand. As of March 31, 2018 and December 31, 2017, the Company had $ 136,968 146,133 During the three months ended March 31, 2018, the Company incurred $ 68,750 44,762 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. Stockholders’ Equity Preferred Stock Series A During 2016, the Company sold 1,170,000 1.00 1,170,000 535,154 784,888 535,149 1.00 8 0.60 During the three months ended March 31, 2017, the Company declared dividends of $ 33,636 56,065 Series B Beginning in March 2017 and through September 30, 2017, the Company sold 3,105,000 1.00 3,105,000 1.00 6 0.75 During the three months ended March 31, 2017, the Company declared dividends of $ 2,441 3,256 On November 3, 2017, the Company completed the issuance and sale of an aggregate of 4,347,827 6,981,938 Common Stock On November 3, 2017, the Company completed the issuance and sale of an aggregate of 4,347,827 0.001 1.15 5,000,001 Warrants Shares December 31, 2017 2,983,666 Granted - Forfeitures - Exercised (146,000) March 31, 2018, all exercisable 2,837,666 In January 2018, an investor exercised warrants for 146,000 0.01 1,460 As of March 31, 2018, the Company had an aggregate of 2,837,666 0.37 0.9 1,932,661 1.15 Stock Options Shares December 31, 2017 2,125,000 Granted 500,000 Forfeitures - Exercised - March 31, 2018, all exercisable 2,625,000 On September 30, 2017, the Company entered into a consulting agreement pursuant to which the Company issued a total of 1,250,000 650,000 486,070 600,000 1.00 5 658,383 800,000 450,000 517,127 165,449 On December 30, 2017, the Company entered into a consulting agreement pursuant to which the Company issued a total of 750,000 250,000 312,275 1.25 5 500,000 574,655 303,782 On January 26, 2018, the Company entered into an agreement with a consultant to develop products based on certain intellectual property owned by the Company (see Note 6). In conjunction with the consulting agreement, the Company issued a stock option to the consultant to purchase a total of 500,000 250,000 287,500 125,000 125,000 1.25 5 250,000 287,500 20,782 As of March 31, 2018, the options were valued based upon the Black-Scholes option-pricing model, with a stock price of $ 1.15 127 2.37 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of management of the Company, adequate provision has been made in the Company’s condensed financial statements at March 31, 2018 with respect to such matters, including the matter noted below. On or about July 26, 2017, the Company received a payment demand from a former consultant to the Company alleging that the consultant is owed approximately $ 192,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events On April 26, 2018, the Company filed a Certificate of Elimination of Designations, Preferences and Rights of Series A and Series B Convertible Preferred Stock (the "Certificate of Elimination") with the Delaware Secretary of State. The Certificate of Elimination eliminates the Company's Series A Preferred Stock and the Company's Series B Preferred Stock from the Company's certificate of incorporation. No shares of the Series A Preferred Stock or Series B Preferred Stock were outstanding at the time of the filing of the Certificate of Elimination. On April 30, 2018, The Company offered a one-month exercise period extension to stockholders who held warrants to purchase shares of common stock of the Company that were scheduled to expire on May 1, 2018. Pursuant to the terms of a Note and Warrant Purchase Agreement entered into by the Company and such holders, such warrants were issued upon the conversion of certain promissory notes into common stock on May 1, 2015. Six warrant holders elected to extend the term of an aggregate of 403,085 warrants by one month to June 1, 2018. The exercise price of such warrants is $1.00 per share. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Use Of Estimates Policy [Policy Text Block] | Basis of Presentation and Use of Estimates The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | In connection with the VectorVision transaction, we identified and allocated estimated fair values to intangible assets including goodwill and customer relationships. In accordance with Accounting Standard Codification (“ASC”) 350 Intangibles Goodwill and Other, we determined whether these assets are expected to have indefinite (such as goodwill) or limited useful lives, and for those with limited lives, we established an amortization period and method of amortization. Our goodwill and other intangible assets are subject to periodic impairment testing. We utilized the services of an independent third-party valuation firm to assist us in identifying intangible assets and in estimating their fair values. The useful lives for our intangible assets other than goodwill were estimated based on Management’s consideration of various factors, including assumptions that market participants might use about sales expectations as well as potential effects of obsolescence, competition, technological progress and the regulatory environment. Because the future pattern in which the economic benefits of these intangible assets may not be reliably determined, amortization expense is generally calculated on a straight-line basis. Amortization expense for the identifiable intangible assets associated with the VectorVision acquisition is approximately $ 54,000 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, identifiable intangible assets, and goodwill for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of March 31, 2018 and December 31, 2017, the Company had not deemed any long-lived assets as impaired and was not aware of the existence of any indicators of impairment at such dates. |
Segment Reporting, Policy [Policy Text Block] | Segment Information The Company operates and manages its business as one reporting and operating segment, which is the business of developing and commercializing a variety of products that support the detection, intervention and monitoring of a range of eye diseases. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company’s revenue is comprised of sales of medical foods and dietary supplements to consumers through a direct sales/credit card process. In addition, the Company sells medical device equipment and supplies to consumers both in the U.S. and internationally. In September 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09 (ASU No. 2014-09) regarding revenue recognition. The new standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. The ASU became effective January 1, 2018. Due to the nature of the products sold by the Company, the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help readers of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized revenue when risk of loss transferred to our customers and collection of the receivable was reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The Company allows for returns within 30 days of purchase, although for all periods presented, returns have been insignificant. Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. All products sold by the Company are distinct individual products and consist of medical foods, supplemental formulas, medical devices and related supplies. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Payment for sales of Lumega-Z is generally made by approved credit cards. Payments for medical device sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers. We provide a 30-day right of return to our retail Lumega-Z customers. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical Lumega-Z and VectorVision product returns, the Company determined that less than one percent of product is returned (less than $ 2,000 Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers and other expenses relating to the acquisition, design, development and testing of the Company’s medical foods and related products. Research and development expenditures, which include stock compensation expense, are expensed as incurred and totaled $ 159,588 10,239 |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, contractors and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to officers, directors, consultants, contractors, and employees, which include grants of employee stock options, are recognized in the financial statements based on their fair values. Stock option grants, which are generally time vested, will be measured at the grant date fair value and charged to operations on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date and the estimated volatility of the common stock over the term of the equity award. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period using a graded vesting basis. In certain circumstances where there are no future performance requirements by the non-employee, grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The Company recognizes stock compensation expense, on stock purchases at a price less than fair value, and for fully-vested stock issued to consultants and other service providers, for the excess of fair value of the stock over the price paid for the stock. The Company recognizes the fair value of stock-based compensation within its statements of operations with classification depending on the nature of the services rendered. The Company will issue new shares to satisfy stock option exercises. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company’s computation of basic and diluted net loss per common share is measured as net loss divided by the weighted average common shares outstanding during the respective periods, excluding unvested restricted common stock, if applicable. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Potential common shares such as from unexercised warrants, options, and shares of common stock issuable upon conversion of convertible debt and convertible preferred stock outstanding that have an anti-dilutive effect are excluded from the calculation of diluted net loss per share. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares of common stock issuable upon exercise of warrants, options, and conversion of convertible debt and convertible preferred stock outstanding are anti-dilutive as they decrease loss per share. March 31, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued Accounting Standards Update No. 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; (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 (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not currently expected to have any impact on the Company’s financial statement presentation or disclosures. The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by product type: Three Months Ended March 31, 2018 2017 Lumega-Z and supplements $ 72,138 $ 55,941 VectorVision medical devices and supplies 120,902 - $ 193,040 $ 55,941 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive: March 31, 2018 2017 Warrants 2,837,666 2,983,666 Options 2,625,000 - Estimated shares issuable upon conversion of convertible notes payable - 31,250 Shares issuable upon conversion of convertible preferred stock - 3,775,266 5,462,666 6,790,182 |
VectorVision Acquisition (Table
VectorVision Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the allocation of preliminary fair values of the purchase consideration to the assets and liabilities assumed: Fair Values Common stock consideration $ 2,287,500 Liabilities assumed 108,722 Total purchase consideration 2,396,222 Cash (4,895) Accounts receivable (50,105) Inventory (93,293) Prepaid assets (551) Property and equipment (9,458) Intangible assets (674,400) Goodwill $ 1,563,520 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information gives effect to the Company’s acquisition of VectorVision as if the acquisition had occurred on January 1, 2016 and had been included in the Company’s consolidated statements of operations during the three-month period ended March 31, 2017: Three Months Ended March 31, 2017 Pro forma net revenues $ 245,177 Pro forma net loss attributable to common shareholders $ (736,724) Pro forma net loss per share $ (0.03) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following: March 31, December 31, 2018 2017 Raw materials $ 168,361 $ 133,354 Finished goods 14,558 21,376 $ 182,919 $ 154,730 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: March 31, December 31, 2018 2017 Leasehold improvements $ 98,357 $ 98,357 Testing equipment 150,603 150,603 Furniture and fixtures 145,411 50,300 Computer equipment 16,464 16,464 Office equipment 8,193 8,193 419,028 323,917 Less accumulated depreciation and amortization (247,683) (228,320) $ 171,345 $ 95,597 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s warrant activity is as follows: Shares December 31, 2017 2,983,666 Granted - Forfeitures - Exercised (146,000) March 31, 2018, all exercisable 2,837,666 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock option activity is as follows: Shares December 31, 2017 2,125,000 Granted 500,000 Forfeitures - Exercised - March 31, 2018, all exercisable 2,625,000 |
Organization and Business Ope23
Organization and Business Operations (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net Cash Provided by (Used in) Operating Activities | $ (1,353,530) | $ (445,576) |
Net Income (Loss) Attributable to Parent, Total | $ (2,333,461) | $ (669,011) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue, Net | $ 193,040 | $ 55,941 |
Lumega-Z and supplements [Member] | ||
Revenue, Net | 72,138 | 55,941 |
VectorVision medical devices and supplies [Member] | ||
Revenue, Net | $ 120,902 | $ 0 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,462,666 | 6,790,182 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 31,250 |
Conversion of Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 3,775,266 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,625,000 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,837,666 | 2,983,666 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Research and Development Expense | $ 159,588 | $ 10,239 | |
Amortization of Intangible Assets | $ 54,000 | ||
Sales Returns, Goods | $ 2,000 | ||
Revenue Recognition, Sales Returns, Percentage | 1.00% |
VectorVision Acquisition (Detai
VectorVision Acquisition (Details) - USD ($) | 9 Months Ended | ||
Sep. 29, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill | $ 1,563,520 | $ 1,563,520 | |
VectorVision Inc [Member] | |||
Common stock consideration | $ 2,287,500 | ||
Liabilities assumed | 108,722 | ||
Total purchase consideration | 2,396,222 | ||
Cash | (4,895) | ||
Accounts receivable | (50,105) | ||
Inventory | (93,293) | ||
Prepaid assets | (551) | ||
Property and equipment | (9,458) | ||
Intangible assets | (674,400) | ||
Goodwill | $ 1,563,520 |
VectorVision Acquisition (Det28
VectorVision Acquisition (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Pro forma net revenues | $ 245,177 |
Pro forma net loss attributable to common shareholders | $ (736,724) |
Pro forma net loss per share | $ / shares | $ (0.03) |
VectorVision Acquisition (Det29
VectorVision Acquisition (Details Textual) | 9 Months Ended |
Sep. 29, 2017USD ($)shares | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,050,000 |
Equity Method Investment, Ownership Percentage | 11.00% |
VectorVision Inc [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Description | With respect to the 3,050,000 shares of common stock, 250,000 shares are held back by the Company through November 28, 2019 as security for VectorVisions indemnification obligations to the Company and the remaining 2,800,000 shares were issued to VectorVision at the closing of the transaction, |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 2,287,500 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Raw materials | $ 168,361 | $ 133,354 |
Finished goods | 14,558 | 21,376 |
Inventory, Net | $ 182,919 | $ 154,730 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment, Gross, Total | $ 419,028 | $ 323,917 |
Less accumulated depreciation and amortization | (247,683) | (228,320) |
Property, Plant and Equipment, Net, Total | 171,345 | 95,597 |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 8,193 | 8,193 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 16,464 | 16,464 |
Testing equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 150,603 | 150,603 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | 98,357 | 98,357 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 145,411 | $ 50,300 |
Property and Equipment, net (32
Property and Equipment, net (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 73,022 | $ 15,545 |
Research and Development Expense | 159,588 | 10,239 |
General and Administrative Expense, Total | 1,680,810 | 598,913 |
Selling and Marketing Expense, Total | 605,990 | 76,736 |
Property, Plant and Equipment [Member] | ||
Depreciation, Depletion and Amortization, Nonproduction, Total | 19,363 | 15,545 |
Research and Development Expense | 7,530 | 7,325 |
General and Administrative Expense, Total | 10,333 | 8,220 |
Selling and Marketing Expense, Total | $ 1,500 | $ 0 |
Acquisition of Intellectual P33
Acquisition of Intellectual Property (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 26, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Payments to Acquire Intangible Assets | $ 50,000 | $ 0 | |
Intellectual Property [Member] | |||
Stock Issued During Period, Shares, Issued for Services | 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Due to Officers or Stockholders, Current | $ 136,968 | $ 146,133 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Payments to Employees | 44,762 | |
General and Administrative Expense [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Officers' Compensation | $ 68,750 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Class of Warrant or Right [Line Items] | |
Membership Units or Shares, Balance | 2,983,666 |
Membership Units or Shares, Granted | 0 |
Membership Units or Shares, Forfeitures | 0 |
Membership Units or Shares, Exercised | (146,000) |
Membership Units or Shares, Balance | 2,837,666 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 3 Months Ended |
Mar. 31, 2018shares | |
Class of Warrant or Right [Line Items] | |
Beginning Balance | 2,125,000 |
Granted | 500,000 |
Forfeitures | 0 |
Exercised | 0 |
Ending Balance | 2,625,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 03, 2017 | Jan. 31, 2018 | Jan. 26, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Share-based Compensation | $ 777,513 | $ 103,623 | ||||||||
Shares Issued, Price Per Share | $ 1 | $ 1 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||
Class of Warrant or Right, Outstanding | 2,837,666 | 2,983,666 | ||||||||
Warrants Intrinsic Value | $ 1,932,661 | |||||||||
Share Price | $ 1.15 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 505,951 | |||||||||
Debt Conversion, Original Debt, Amount | $ 535,149 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.37% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 127.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 287,500 | $ 486,070 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 800,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 287,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | |||||||||
Stock Issued During Period, Shares Warrants Exercised | 146,000 | |||||||||
Stock Issued During Period, Value Warrants Exercised | $ 1,460 | $ 1,460 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 600,000 | 250,000 | 600,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 20,782 | $ 658,383 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.25 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 187,500 | |||||||||
Non Qualified Stock Options [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share-based Compensation | $ 165,449 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 650,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 517,127 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,250,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 5 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 450,000 | |||||||||
Non Qualified Stock Options [Member] | Consultant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share Price | $ 1.25 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 250,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 312,275 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 574,655 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 5 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 500,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 303,782 | |||||||||
Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.37 | |||||||||
Warrants Weighted Average Remaining Life | 10 months 24 days | |||||||||
Share-based Compensation Award, Tranche One [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 250,000 | |||||||||
Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 125,000 | |||||||||
Share-based Compensation Award, Tranche Three [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 125,000 | |||||||||
Common Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,347,827 | |||||||||
Stock Issued During Period, Shares Warrants Exercised | 146,000 | |||||||||
Stock Issued During Period, Value Warrants Exercised | $ 146 | |||||||||
Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 535,154 | |||||||||
Stock Issued | $ 784,888 | |||||||||
Private Placement [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 4,347,827 | |||||||||
Shares Issued, Price Per Share | $ 1.15 | |||||||||
Proceeds from Issuance of Private Placement | $ 5,000,001 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 800,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||
Share Price | $ 1 | |||||||||
Stock Issued During Period, Shares, New Issues | 1,170,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,170,000 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.60 | |||||||||
Common Stock Dividends, Shares | 56,065 | |||||||||
Dividends, Preferred Stock, Stock | $ 33,636 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share Price | $ 1 | $ 1 | ||||||||
Stock Issued During Period, Shares, New Issues | 3,105,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 3,105,000 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||||||||
Preferred Stock, Dividends Per Share, Declared | $ 0.75 | |||||||||
Common Stock Dividends, Shares | 3,256 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,981,938 | |||||||||
Series B Preferred Stock [Member] | Dividend Declared [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Dividends, Preferred Stock, Stock | $ 2,441 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Loss Contingency, Damages Sought, Value | $ 192,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - $ / shares | 1 Months Ended | |||
Apr. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||
Class of Warrant or Right, Outstanding | 2,837,666 | 2,983,666 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||
Warrant Expiration Date | Jun. 1, 2018 | |||
Class of Warrant or Right, Outstanding | 403,085 |