Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Principal Net of Discount | ||
Entity Registrant Name | WOUND MANAGEMENT TECHNOLOGIES, INC. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 714,256 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 110,540,387 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Statement - CONSOLIDATED BALANC
Statement - CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 531,194 | $ 833,480 |
Accounts receivable, net of allowance for bad debt of $19,946 and $21,947 | 660,464 | 744,044 |
Royalty receivable | 50,250 | 50,250 |
Inventory, net of allowance for obsolescence for $126,145 and $153,023 | 301,811 | 348,457 |
Prepaid and other assets | 207,296 | 19,782 |
Total Current Assets | 1,751,015 | 1,996,013 |
LONG-TERM ASSETS: | ||
Property, plant and equipment, net of accumulated depreciation of $48,683 and $41,328 | 142,120 | 34,939 |
Intangible assets, net of accumulated depreciation of $382,733 and $369,974 | 127,577 | 140,336 |
Total Long-Term Assets | 269,697 | 175,275 |
TOTAL ASSETS | 2,020,712 | 2,171,288 |
CURRENT LIABILITIES: | ||
Accounts Payable | 195,567 | 238,229 |
Accounts Payable - Related Parties | 45,108 | 93,655 |
Accrued royalties and dividends | 93,750 | 276,916 |
Current Lease Obligation | 2,640 | 3,766 |
Accrued Interest | 402,425 | 367,411 |
Derivative Liabilities | 178 | 44 |
Notes Payable | 341,507 | 414,338 |
Total Current Liabilities | 1,081,175 | 1,394,359 |
LONG-TERM LIABILITIES | ||
Convertible Notes Payable - Related Parties | 1,200,000 | 1,200,000 |
Total Long-Term Liabilities | 1,200,000 | 1,200,000 |
TOTAL LIABILITIES | 2,281,175 | 2,594,359 |
STOCKHOLDERS' DEFICIT | ||
Common Stock: $.001 par value; 250,000,000 shares authorized; 110,540,387 issued and 110,536,298 outstanding as of March 31, 2017, and 109,690,387 issued and 109,686,298 outstanding as of December 31, 2016 | 110,540 | 109,690 |
Additional Paid-in Capital | 45,924,120 | 45,822,570 |
Treasury Stock | (12,039) | (12,039) |
Accumulated Deficit | (47,146,694) | (47,199,752) |
Total Stockholders' Deficit | (260,463) | (423,071) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,020,712 | 2,171,288 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 863,610 | 856,460 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 0 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | $ 0 | $ 0 |
Statement - CONSOLIDATED BALAN3
Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, net of allowance for bad debt | $ 19,946 | $ 21,947 |
Inventory, net of allowance for obsolescence | 126,145 | 153,023 |
Property plant and equipment accumulated amortization | 48,683 | 41,328 |
Intangible asset accumulated amortization | $ 382,733 | $ 369,974 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 110,540,387 | 109,690,387 |
Common Stock, shares outstanding | 110,536,298 | 109,686,298 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 10 | $ 10 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 10 | $ 10 |
Preferred Stock, shares authorized | 7,500 | 7,500 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value | $ 10 | $ 10 |
Preferred Stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 86,361 | 85,646 |
Preferred Stock, shares outstanding | 86,361 | 85,646 |
Series D Preferred Stock [Member] | ||
Preferred Stock, par value | $ 10 | $ 10 |
Preferred Stock, shares authorized | 25,000 | 25,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred Stock, par value | $ 10 | $ 10 |
Preferred Stock, shares authorized | 5,000 | 5,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues [Abstract] | ||
REVENUES | $ 1,605,246 | $ 1,095,223 |
COST OF GOODS SOLD | 173,702 | 190,643 |
GROSS PROFIT | 1,431,544 | 904,580 |
OPERATING EXPENSES | ||
Selling, general and administrative expense | 1,350,062 | 746,401 |
Depreciation and amortization | 20,113 | 15,154 |
Bad debt expense | 3,110 | 4,159 |
Total operating expenses | 1,373,285 | 765,714 |
Operating income | 58,259 | 138,866 |
OTHER INCOME (EXPENSES): | ||
Debt Forgiveness | 39,709 | 0 |
Change in fair value of Derivative Liability | (134) | 34 |
Other income | 27 | 0 |
Interest Expense | (44,803) | (48,625) |
Total other income (expense) | (5,201) | (48,591) |
NET INCOME | 53,058 | 90,275 |
Series C preferred stock dividends | (12,936) | (73,269) |
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ 40,122 | $ 17,006 |
Basic income per share of common stock | $ .00 | $ 0 |
Diluted income per share of common stock | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic | 109,983,165 | 107,974,738 |
Weighted average number of common shares outstanding, diluted | 207,423,800 | 108,600,904 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 53,058 | $ 90,275 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation and amortization | 20,113 | 15,153 |
Gain on forgiveness of debt | (39,709) | 0 |
Bad debt expense | 3,110 | 4,159 |
Common stock issued for services | 59,500 | 5,482 |
(Gain) loss on change in fair value of derivative liabilities | 134 | (34) |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | 80,470 | (169,084) |
(Increase) decrease in royalities receivable | 0 | 150,750 |
(Increase) decrease in inventory | 46,646 | (131,750) |
(Increase) decrease in prepaids and other assets | (187,514) | 98,815 |
Increase (decrease) in accrued royalties and dividends | (183,166) | (229,312) |
Increase (decrease) in accounts payable | (2,953) | (25,616) |
Increase (decrease) in accounts payable, related parties | (48,547) | 11,104 |
Increase (decrease) in accrued interest payable | 35,014 | 43,839 |
Net cash flows used in operating activities | (163,844) | (136,219) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (114,535) | (702) |
Net cash flows used in investing activities | (114,535) | (702) |
Cash flows from financing activities: | ||
Payments on capital lease obligation | (1,126) | (1,194) |
Payments on debt | (72,831) | (60,900) |
Cash proceeds from sale of series C preferred stock | 50,050 | 300,000 |
Net cash flows provided by (used in) financing activities | (23,907) | 237,906 |
Net increase (decrease) in cash | (302,286) | 100,985 |
Cash and cash equivalents, beginning of period | 833,480 | 182,337 |
Cash and cash equivalents, end of period | 531,194 | 283,322 |
Cash paid during the period for: | ||
Interest | 0 | 2,420 |
Income Taxes | 0 | 0 |
Supplemental non-cash investing and financing activities: | ||
Common stock issued for Series C dividends | 0 | 99 |
Common stock issued for conversion of Series C Preferred Stock | $ 0 | $ 10,000 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. The accompanying unaudited consolidated balance sheet as of March 31, 2017, and unaudited consolidated statements of operations for the three months ended March 31, 2017 and 2015 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10- Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2016, and December 31, 2015, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2016, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries: Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and Innovate OR, Inc. “InnovateOR” formerly referred to as BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). All intercompany accounts and transactions have been eliminated. Inventories Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging supplies. The Company recorded inventory obsolescence expense of $26,878 for the three months ended March 31, 2017, and $147,980 for the three months ended March 31, 2016. The allowance for obsolete and slow moving inventory had a balance of $126,145 at March 31, 2017, and $153,023 at December 31, 2016. Fair Value Measurements As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At March 31, 2017, the Company’s financial instruments consist of the derivative liabilities related to stock purchase warrants. The derivative liability on stock purchase warrants was valued using the Black-Scholes Option Pricing Model, a Level 3 input. The fair value of the conversion features associated with the convertible debt was estimated in accordance with ASC Topic No. 470-20-25-4. The change in fair value of the derivative liabilities is classified in other income (expense) in the statement of operations. Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K. Income (Loss) Per Share The Company computes income (loss) per share in accordance with Accounting Standards Codification “ASC” Topic No. 260, “Earnings per Share,” which requires the Company to present basic and dilutive income (loss) per share when the effect is dilutive. Basic income (loss) per share is computed by dividing loss available to common stockholders by the weighted average number of common shares available. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the outstanding convertible preferred stock and certain warrants for the three months ended March 31, 2017, was 97,440,635 shares and an adjustment to net income of $12,936. |
2. GOING CONCERN
2. GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | The Company has continuously incurred losses from operations, however, the operating loss in 2016 included a significant nonrecurring expense in the amount of $818,665, primarily a non-cash loss on the issuance of warrants for services valued at $758,665. Without this non-cash expense, operating income was $342,918 for 2016. The Company has a working capital balance of 669,840 on March 31, 2017, and $601,654 on December 31, 2016. The Company has adopted a robust operating plan for 2017 that projects existing cash and future cash to be generated from operations will satisfy our foreseeable working capital, debt repayment and capital expenditure requirements for at least the next twelve months. However, minimal funding may be required at certain times during the year due to the timing of significant expenditures such as inventory purchases. The Company obtained $50,050 cash proceeds from the issuance of series C preferred stock during the three months ended March 31, 2017, and believes it will be able to obtain any such additional funding, if required during the remainder of 2017. We will also monitor our cash flow; assess our business plan; and make expenditure adjustments accordingly. Based upon the Company's current ability to obtain additional financing or equity capital and to achieve profitable operations, it is not appropriate at this time to continue using the going concern basis. |
3. NOTES PAYABLE
3. NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | During the three months ended March 31, 2017, the Company paid the final payment of $300 to Quest Capital as part of the furniture purchase agreement in the original amount of $11,700. During the three months ended March 31, 2017, the Company paid $72,531 principal and $0 in accrued interest for three non-related party notes Convertible notes payable - related parties In June of 2015, Mr. S Oden Howell, Jr. was elected to the Board of Directors. Mr. Howell in June of 2015 is the holder of a Senior Secured Convertible Promissory Note Payable in the principle amount of $600,000 and accrued interest at 10% per annum compounded. In September of 2015, Mr. James Stuckert was elected to the Board of Directors. Mr. Stuckert in June of 2015 is the holder of a Senior Secured Convertible Promissory Note Payable in the principle amount of $600,000 and accrued interest at 10% per annum compounded. The Company’s obligations under the two notes are secured by all the assets of the Company and its subsidiaries. |
4. COMMITMENTS AND CONTINGENCIE
4. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | Royalty agreements Effective November 28, 2007, WCI entered into separate exclusive license agreements with Applied Nutritionals, LLC (“Applied”) and its founder George Petito, pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products. In consideration for the licenses, WCI agreed to pay to Applied the following royalties, beginning January 3, 2008: (a) an upfront royalty of $100,000 in the aggregate, (b) an aggregate royalty of fifteen percent (15%) of gross sales occurring during the first year of the license; (c) an additional upfront royalty of $400,000, in the aggregate, which was paid October, 2009; plus (d) an aggregate royalty of three percent (3%) of gross sales for all sales occurring after the payment of the $400,000 upfront royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter, if the royalty payments made do not meet or exceed that amount. The total of unpaid royalties as of December 31, 2016, was $276,916. These prior year royalties were paid in full in January of 2017. As of March 31, 2017, the balance of accrued royalties for the current year is $93,750. On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, RSI-ACQ, LLC, a wholly-owned subsidiary of the Company (RSI), Resorbable Orthopedic Products, LLC (“Resorbable”) and Resorbable’s members, pursuant to which, RSI acquired substantially all of Resorbable’s assets, in exchange for (i) 500,000 shares of the Company’s common stock, and (ii) a royalty equal to eight percent (8%) of the net revenues generated from products sold by the Company or any of its affiliates, which products are developed from or otherwise utilize any of the patented technology acquired from Resorbable. The royalty is paid to Barry Constantine Consultants, LLC. for distribution to the original patent holders, (including Mr. Constantine) and/or their heirs. The royalty expense was $4,020 for each of the three-months ended March 31, 2017 and March 31, 2016. Mr. Constantine is a contract employee of the Company holding the position of Director of R&D. Prepaids from inventory contracts In February and March of 2017, WCI entered issued two purchase orders with the manufacturer of the CellerateRX product to purchase $387,650 of product. Payments totaling $193,825 were made in February and March of 2017, with the remaining balance of $193,825 to be paid in 2017 upon receipt of the products. This amount is recorded as an asset in the “Prepaid and other assets” account at March 31, 2017, based on the contractual obligation of the parties. Office leases The Company’s corporate office was located at 16633 Dallas Parkway, Suite 250, Addison, TX 75001. The lease was entered into in November of 2013. The lease expired on April 30, 2017, and required base rent payments of $5,737 per month for months 1-17, $5,866 for months 18-29, and $5,995 for months 30-41. In March of 2017, the Company executed a new office lease for office space located at 1200 Summit Ave., Suite 414, Fort Worth, TX 76102 and relocated our corporate offices there on April 22, 2017. The lease is effective May 1, 2017, and ends on the last day of the fiftieth (50th) full calendar month following the effective date, (June 30, 2021). Monthly base rental payments are as follows: months 1-2, $0; months 3-14, $7,250; months 15-26, $7,401; months 27-38, $7,552; and months 39-50, $7,703. Payables to Related Parties As of March 31, 2017, and December 31, 2016, the Company had outstanding payables to related parties totaling $45,108 and $93,655, respectively. The payables are unsecured, bear no interest and due on demand. |
5. STOCKHOLDERS' EQUITY
5. STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | Preferred Stock There are currently 5,000,000 shares of Series A Preferred Stock authorized, with no shares of Series A Preferred Stock currently issued or outstanding. Effective June 24, 2010, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series B Convertible Redeemable Preferred Stock (the “Certificate”) with the Texas Secretary of State, designating 7,500 shares of Series B Preferred Stock, par value $10.00 per share (the “Series B Shares”). The Series B Shares rank senior to shares of all other common and preferred stock with respect to dividends, distributions, and payments upon dissolution. Each of the Series B Shares is convertible at the option of the holder into shares of common stock as provided in the Certificate. There are currently no Series B Shares issued or outstanding. On October 11, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 100,000 shares of Series C Preferred Stock, par value $10.00. The Series C Preferred Stock is entitled to accruing dividends (payable, at the Company’s options, in either cash or stock) of 5% per annum until October 10, 2016, and 3% per annum until October 10, 2018. The Series C Preferred Stock is senior to the Company’s common stock and any other currently issued series of the Company’s preferred stock upon liquidation, and is entitled to a liquidation preference per share equal to the original issuance price of such shares of Series C Preferred Stock together with the amount of all accrued but unpaid dividends thereon. Each of the Series C Shares is convertible at the option of the holder into 1,000 shares of common stock as provided in the Certificate. Additionally, each holder of Series C Preferred Stock shall be entitled to vote on all matters submitted for a vote of the holders of Common Stock a number of votes equal to the number of full shares of Common Stock into which such holder’s Series C shares could then be converted. As of March 31, 2017, and December 31, 2016, there were 86,361 and 85,646 shares of Series C Preferred Stock issued and outstanding, respectively. On November 13, 2013, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series D Convertible Preferred Stock (the “Certificate of Designations”), under which it designated 25,000 shares of Series D Preferred Stock. Shares of Series D Preferred Stock are not entitled to any preference with respect to dividend or upon liquidation, and will automatically convert (at a ratio of 1,000-to-1) into shares of the Company’s common stock, par value $0.001 upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of March 31, 2017, and December 31, 2016, there are no shares of Series D Preferred Stock issued and outstanding. On May 30, 2014, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series E Convertible Preferred Stock (The “Certificate of Designations”), under which it designated 5,000 shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not entitled to any preference with respect to dividends or upon liquidation, and will automatically convert (at a ratio of 1,000 shares of Common Stock for every one share of Series E Preferred Stock) into shares of the Company’s common stock, $0.001 par value upon approval of the Company’s stockholders (and filing of) and amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 250,000,000. As of March 31, 2017, and December 31, 2016, there are no shares of Series E Preferred Stock issued and outstanding. During the three months ended March 31, 2017, the Company issued 715 shares of Series C Preferred Stock for cash proceeds of $50,050. The Series C Preferred Stock earned dividends of $12,936 and $73,269 for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, no Series C Preferred Stock dividends have been declared. Common Stoc On March 9, 2017, the Company issued 150,000 shares of common stock to each of the Company’s four Board Directors, (a total of 600,000 shares valued at $42,000). On March 10, 2017, the Company issued 250,000 shares of common stock valued at $17,500 to a contract consultant upon achievement of specified revenue targets. Warrants A summary of the status of the warrants granted for the three months ended March 31, 2017, and changes during the period then ended is presented below: For the Three Months Ended March 31, 2017 Shares Weighted Average Exercise Price Outstanding at beginning of period 67,246,300 $ 0.12 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 67,746,300 $ 0.12 As of March 31, 2017, Warrants Outstanding As of March 31, 2017 Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted-Average Remaining Contract Life Weighted-Average Exrcise Price Number Exercisable Weighted-Average Exercise Price $ 0.06 4,500,000 1.5 $ 0.06 4,500,000 $ 0.06 0.08 550,000 0.9 0.08 550,000 0.08 0.09 625,000 1.1 0.09 625,000 0.09 0.12 60,000,000 4.1 0.12 12,000,000 0.12 0.15 1,571,300 0.4 0.15 1,571,300 0.15 $ 0.06-0.15 67,246,300 3.8 $ 0.12 19,246,300 $ 0.12 The aggregate intrinsic value of the exercisable warrants as of March 31, 2017, was $148,300. Stock Options A summary of the status of the stock options granted for the three-month period ended March 31, 2017, and changes during the period then ended is presented below: Options Weighted Average Exercise Price Outstanding at beginning of period 1,093,500 $ 0.15 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at end of period 1,093,500 $ 0.15 As of March 31, 2017 As of March 31, 2017 Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding Weighted-Average Remaining Contract Life Weighted- Average Exercise Price Number Exercisable Weighted-Average Exercise Price $ 0.15 943,500 1 0.15 943,500 $ 0.15 (a) 150,000 - - - - $ 0.15 1,093,500 1 0.15 943,500 $ 0.15 (a) On January 1, 2015, the company granted three tranches of options, 25,000, 25,000, and 100,000 which vest upon meeting specific performance measures agreed upon. The measures include achieving three specific sales targets per month for 3 consecutive months. The exercise price and expiration date of each tranche will be set upon achieving the targets. As of the date of this filing the performance measures have not been met. As a result, the exercise price is undetermined and these options are excluded from the calculation of weighted average remaining life. The aggregate intrinsic value of the exercisable options as of March 31, 2017 was $0. |
6. DERIVATIVE LIABILITIES
6. DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | As of December 31, 2013, the Company did not have a sufficient number of common shares authorized to fulfill the possible exercise of all outstanding warrants and the conversion of all convertible notes payable. As a result, the Company determined that the warrants and the embedded conversion features of the outstanding debt instruments did not qualify for equity classification. Accordingly, the warrants and conversion features were treated as derivative liabilities and were carried at fair value. During the year ended December 31, 2015, all of the outstanding convertible notes that qualified as derivative liabilities were paid in full or converted to common stock. As of March 31, 2017, only 10,000 warrants remained as derivative liabilities due to the existence of reset provisions that qualify the instruments as derivative liabilities under FASB ASC 815. The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of March 31, 2017 and December 31, 2016. Fair Value Measurement at March 31, 2017 Liabilities: Carrying Value at March 31, 2017 Level 1 Level 2 Level 3 Warrant derivative liabilities $ 178 $ - $ - $ 178 Total $ 178 $ - $ - $ 178 Fair Value Measurement at December 31, 2016 Liabilities: Carrying Value at December 31, 2016 Level 1 Level 2 Level 3 Warrant derivative liabilities $ 44 $ - $ - $ 44 Total $ 44 $ - $ - $ 44 The Company estimates the fair value of the derivative warrant liabilities by using the Black-Scholes Option Pricing Model and the derivative liabilities related to the conversion features in the outstanding convertible notes using the lack-Scholes Option Pricing Model assuming maximum value, Level 3 inputs, with the following assumptions used: Dividend yield: 0% Expected volatility 159.98 % to 90.19% Risk free interest rate 0.00% to 1.07% Expected life (years) 0.00 to 0.32 The following table sets forth the changes in the fair value of derivative liabilities for the three months ended March 31, 2017: Balance, December 31, 2016 $ (44 ) Loss on change in fair value of derivative liabilities (134 ) Balance, March 31, 2017 $ (178 ) The aggregate loss on derivative liabilities for the three months ended March 31, 2017 was $134. |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | On April 25, 2016, the Company and John Siedhoff, a member of the Company’s Board of Directors, entered into a Consulting Agreement (the “Agreement”), pursuant to which Mr. Siedhoff provides certain consulting services to the Company. The Agreement provided for a payment in the amount of $200,000 to Mr. Siedhoff as compensation for consulting services rendered to the Company prior to April 1, 2016, as well as a consulting fee of $15,000 per month during the term of the Agreement. The Agreement also provides for the reimbursement of reasonable and necessary expenses, and may be terminated by either party upon 30 days’ advance written notice. On March 10, 2017, the Agreement, was amended to: (i) change the name of the consultant under the Agreement from John Siedhoff to Twin Oaks Equity, LLC (an entity controlled by Mr. Siedhoff), and (ii) increase the monthly compensation payable from $15,000 to $20,000, effective as of January 1, 2017. The consulting fee expense was $100,000 for the three months ended March 31, 2017, (including a bonus of $40,000). |
8. CAPITAL LEASE OBLIGATION
8. CAPITAL LEASE OBLIGATION | 3 Months Ended |
Mar. 31, 2017 | |
Leases, Capital [Abstract] | |
CAPITAL LEASE OBLIGATION | In December 2014, the Company entered into a Capital Lease agreement for the purchase of a phone system. The agreement required a down payment of $2,105 and 36 monthly payments of $375. The Company recorded an asset of $13,512 and a capital lease obligation of $13,512. Aggregate payments under the lease were $1,126 for the three months ended March 31, 2017. At March 31, 2017, a total lease liability of $2,640 remained which is due in full during 2017. |
1. SUMMARY OF SIGNIFICANT ACC14
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. The accompanying unaudited consolidated balance sheet as of March 31, 2017, and unaudited consolidated statements of operations for the three months ended March 31, 2017 and 2015 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10- Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2016, and December 31, 2015, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2016, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries: Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and Innovate OR, Inc. “InnovateOR” formerly referred to as BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). All intercompany accounts and transactions have been eliminated. |
Inventories | Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of finished goods and related packaging supplies. The Company recorded inventory obsolescence expense of $26,878 for the three months ended March 31, 2017, and $147,980 for the three months ended March 31, 2016. The allowance for obsolete and slow moving inventory had a balance of $126,145 at March 31, 2017, and $153,023 at December 31, 2016. |
Fair Value Measurements | As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At March 31, 2017, the Company’s financial instruments consist of the derivative liabilities related to stock purchase warrants. The derivative liability on stock purchase warrants was valued using the Black-Scholes Option Pricing Model, a Level 3 input. The fair value of the conversion features associated with the convertible debt was estimated in accordance with ASC Topic No. 470-20-25-4. The change in fair value of the derivative liabilities is classified in other income (expense) in the statement of operations. Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K. |
Income (Loss) Per Share | The Company computes income (loss) per share in accordance with Accounting Standards Codification “ASC” Topic No. 260, “Earnings per Share,” which requires the Company to present basic and dilutive income (loss) per share when the effect is dilutive. Basic income (loss) per share is computed by dividing loss available to common stockholders by the weighted average number of common shares available. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the outstanding convertible preferred stock and certain warrants for the three months ended March 31, 2017, was 97,440,635 shares and an adjustment to net income of $12,936. |
1. SUMMARY OF SIGNIFICANT ACC15
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Inventory, net of allowance for obsolescence | $ 126,145 | $ 153,023 | |
Dilutive effect of the outstanding warrants | 97,440,635 |
3. NOTES PAYABLE (Details Narra
3. NOTES PAYABLE (Details Narrative) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Notes Payable Details Narrative | |
Repayments of note payable | $ 72,531 |
4. COMMITMENTS AND CONTINGENC17
4. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Commitments And Contingencies Details Narrative | |||
Accrued royalties | $ 93,750 | $ 276,916 | |
Royalty expense | 4,020 | $ 4,020 | |
Payables to related parties | $ 45,108 | $ 93,655 |
5. STOCKHOLDERS' EQUITY (Detail
5. STOCKHOLDERS' EQUITY (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number Outstanding, Beginning | shares | 1,093,500 |
Number of Warrants Granted | shares | 0 |
Number of Warrants Exercised | shares | 0 |
Number of Warrants Forfeited | shares | 0 |
Number of Warrants Expired | shares | 0 |
Number Outstanding, Ending | shares | 1,093,500 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ .15 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ .15 |
Warrant | |
Number Outstanding, Beginning | shares | 67,246,300 |
Number of Warrants Granted | shares | 0 |
Number of Warrants Exercised | shares | 0 |
Number of Warrants Forfeited | shares | 0 |
Number of Warrants Expired | shares | 0 |
Number Outstanding, Ending | shares | 67,246,300 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ .12 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ .12 |
5. STOCKHOLDERS' EQUITY (Deta19
5. STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number Outstanding, Ending | 1,093,500 | 1,093,500 |
Weighted-Average Remaining Contract Life | 1 year | |
Weighted-Average Exercise Price | $ .15 | $ .15 |
Number Exercisable | 943,500 | |
Exercisable Weighted Average Exercise Price | $ .15 | |
0.06 | ||
Number Outstanding, Ending | 4,500,000 | |
Weighted-Average Remaining Contract Life | 1 year 6 months | |
Weighted-Average Exercise Price | $ 0.06 | |
Number Exercisable | 4,500,000 | |
Exercisable Weighted Average Exercise Price | $ 0.06 | |
0.08 | ||
Number Outstanding, Ending | 550,000 | |
Weighted-Average Remaining Contract Life | 10 months 24 days | |
Weighted-Average Exercise Price | $ 0.08 | |
Number Exercisable | 550,000 | |
Exercisable Weighted Average Exercise Price | $ 0.08 | |
0.09 | ||
Number Outstanding, Ending | 625,000 | |
Weighted-Average Remaining Contract Life | 1 year 1 month 6 days | |
Weighted-Average Exercise Price | $ 0.09 | |
Number Exercisable | 625,000 | |
Exercisable Weighted Average Exercise Price | $ 0.09 | |
0.12 | ||
Number Outstanding, Ending | 60,000,000 | |
Weighted-Average Remaining Contract Life | 4 years 1 month 6 days | |
Weighted-Average Exercise Price | $ 0.12 | |
Number Exercisable | 12,000,000 | |
Exercisable Weighted Average Exercise Price | $ 0.12 | |
0.15 | ||
Number Outstanding, Ending | 1,571,300 | |
Weighted-Average Remaining Contract Life | 4 months 24 days | |
Weighted-Average Exercise Price | $ 0.15 | |
Number Exercisable | 1,571,300 | |
Exercisable Weighted Average Exercise Price | $ 0.15 | |
0.06-0.15 | ||
Number Outstanding, Ending | 67,246,300 | |
Weighted-Average Remaining Contract Life | 3 years 9 months 18 days | |
Weighted-Average Exercise Price | $ 0.12 | |
Number Exercisable | 19,246,300 | |
Exercisable Weighted Average Exercise Price | $ 0.12 |
5. STOCKHOLDERS' EQUITY (Deta20
5. STOCKHOLDERS' EQUITY (Details 2) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Stockholders Equity Details 2 | |
Number Outstanding, Beginning | shares | 1,093,500 |
Number of Options Granted | shares | 0 |
Number of Options Exercised | shares | 0 |
Number of Options Forfeited | shares | 0 |
Number of Options Expired | shares | 0 |
Number Outstanding, Ending | shares | 1,093,500 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ .15 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ .15 |
5. STOCKHOLDERS' EQUITY (Deta21
5. STOCKHOLDERS' EQUITY (Details 3) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number Outstanding, Ending | 1,093,500 | 1,093,500 |
Weighted-average remaining contract life | 1 year | |
Weighted Average Exercise Price Outstanding, Ending | $ .15 | $ .15 |
Number Options Exercisable | 943,500 | |
Weighted-Average Exercise Price Options Exercisable | $ .15 | |
Stock Options | ||
Number Outstanding, Ending | 943,500 | |
Weighted-average remaining contract life | 1 year | |
Weighted Average Exercise Price Outstanding, Ending | $ .15 | |
Number Options Exercisable | 943,500 | |
Weighted-Average Exercise Price Options Exercisable | $ .15 | |
January 1, 2015 Grants | ||
Number Outstanding, Ending | 150,000 | |
Weighted Average Exercise Price Outstanding, Ending | $ 0 | |
Number Options Exercisable | 0 | |
Weighted-Average Exercise Price Options Exercisable | $ 0 |
5. STOCKHOLDERS' EQUITY (Deta22
5. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Intrinsic value of the exercisable warrants | $ 148,300 | ||
Intrinsic value of the exercisable options | $ 0 | ||
Series C Preferred Stock [Member] | |||
Preferred Stock, shares issued | 86,361 | 85,646 | |
Preferred Stock, shares outstanding | 86,361 | 85,646 | |
Proceeds from sale of preferred stock | $ 50,050 | ||
Proceeds from sale of preferred stock, Shares | 715 | ||
Preferred stock dividends | $ 12,936 | $ 73,269 | |
Series D Preferred Stock [Member] | |||
Preferred Stock, shares issued | 0 | 0 | |
Preferred Stock, shares outstanding | 0 | 0 | |
Series E Preferred Stock [Member] | |||
Preferred Stock, shares issued | 0 | 0 | |
Preferred Stock, shares outstanding | 0 | 0 |
6. DERIVATIVE LIABILITIES (Deta
6. DERIVATIVE LIABILITIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative Liability | $ 178 | $ 44 |
Warrant | ||
Derivative Liability | 178 | 44 |
Level 1 | ||
Derivative Liability | 0 | 0 |
Level 1 | Warrant | ||
Derivative Liability | 0 | 0 |
Level 2 | ||
Derivative Liability | 0 | 0 |
Level 2 | Warrant | ||
Derivative Liability | 0 | 0 |
Level 3 | ||
Derivative Liability | 178 | 44 |
Level 3 | Warrant | ||
Derivative Liability | $ 178 | $ 44 |
6. DERIVATIVE LIABILITIES (De24
6. DERIVATIVE LIABILITIES (Details 1) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Liabilities Details 1 | |
Dividend yield | 0.00% |
Expected volatility, min | 90.19% |
Expected volatility, max | 159.98% |
Risk free interest rate, min | 0.00% |
Risk free interest rate, max | 1.07% |
Expected life (years), min | 0 years |
Expected life (years), max | 3 months 25 days |
6. DERIVATIVE LIABILITIES (De25
6. DERIVATIVE LIABILITIES (Details 2) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivative Liabilities Details 2 | |
Beginning Balance | $ (44) |
Loss on change in fair value of derivative liabilities | (134) |
Ending Balance | $ (178) |
6. DERIVATIVE LIABILITIES (De26
6. DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Liabilities Details Narrative | ||
Warrants remained as derivative liabilities | 10,000 | |
Aggregate gain (loss) on derivative liabilities | $ (134) | $ 34 |
8. CAPITAL LEASE OBLIGATION (De
8. CAPITAL LEASE OBLIGATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Capital Lease Obligation Details Narrative | |
Aggregate payments under the lease | $ 1,126 |
Total lease liability | $ 2,640 |