Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 24, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | |
Entity Central Index Key | 0000830656 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,158,663 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 31,819 | $ 29,625 |
Accounts receivable | 120,930 | 229,402 |
Inventories, net of $342,496 reserve at March 31, 2020 and December 31, 2019 | 655,790 | 617,716 |
Prepaid expenses and other current assets | 203,850 | 213,549 |
Total current assets | 1,012,389 | 1,090,292 |
Investment in equity securities | 166,014 | 16,643 |
Property and equipment, net | 32,225 | 55,590 |
Right of use asset leases | 59,178 | 76,586 |
Intangible assets, net | 555,288 | 576,923 |
TOTAL ASSETS | 1,825,094 | 1,816,034 |
CURRENT LIABILITIES | ||
Accounts payable | 870,227 | 815,764 |
Accrued employee compensation | 415,315 | 451,200 |
Accrued professional fees and other | 1,680,587 | 1,658,452 |
Accrued interest | 3,766,366 | 2,949,621 |
Deferred revenue | 28,504 | 23,248 |
Convertible debt, net of unamortized debt discounts of $1,843,315 and $619,227, respectively | 6,607,100 | 6,121,338 |
Other debt, net of unamortized discounts of $0 and $1,769, respectively | 1,926,083 | 1,675,667 |
Other related party debt | 90,000 | 81,500 |
Operating lease liability | 59,178 | 76,586 |
Total current liabilities | 15,443,360 | 13,853,376 |
LONG TERM LIABILITIES | ||
Deferred revenue | 41,667 | 18,065 |
TOTAL LIABILITIES | 15,485,027 | 13,871,441 |
COMMITMENTS AND CONTINGENCIES (Note 4) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 2,664,641 and 2,549,620 shares issued and outstanding on March 31, 2020 and December 31, 2019, respectively | 26,646 | 25,496 |
Warrants to acquire common stock | 24,413,330 | 22,599,177 |
Additional paid-in capital | 45,119,747 | 44,261,105 |
Accumulated deficit | (83,220,748) | (78,942,277) |
Total stockholders' deficit | (13,659,933) | (12,055,407) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,825,094 | 1,816,034 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 3 | 3 |
Series G Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 806 | 806 |
Series H Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 100 | 100 |
Series H2 Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | ||
Series J Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 35 | 35 |
Series K Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | 68 | 68 |
Series AA Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Convertible Preferred Stock, value | $ 80 | $ 80 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Inventories reserve | $ 342,496 | $ 342,496 |
Convertible debt, current unamortized discounts | 1,843,315 | 619,227 |
Other debt, unamortized discounts net | $ 0 | $ 1,769 |
Convertible preferred stock, par value | $ 0.01 | |
Convertible preferred stock, authorized | 1,000,000 | |
Convertible preferred stock, shares issued | 1,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,664,641 | 2,549,620 |
Common stock, shares outstanding | 2,664,641 | 2,549,620 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 850 | 850 |
Convertible preferred stock, shares issued | 300 | 300 |
Convertible preferred stock, shares outstanding | 300 | 300 |
Convertible preferred stock, liquidation value | $ 300,000 | $ 300,000 |
Series G Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 240,000 | 240,000 |
Convertible preferred stock, shares issued | 80,570 | 80,570 |
Convertible preferred stock, shares outstanding | 80,570 | 80,570 |
Series H Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 10,000 | 10,000 |
Convertible preferred stock, shares issued | 10,000 | 10,000 |
Convertible preferred stock, shares outstanding | 10,000 | 10,000 |
Series H2 Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 21 | 21 |
Convertible preferred stock, shares issued | 21 | 21 |
Convertible preferred stock, shares outstanding | 21 | 21 |
Series J Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 6,250 | 6,250 |
Convertible preferred stock, shares issued | 3,458 | 3,458 |
Convertible preferred stock, shares outstanding | 3,458 | 3,458 |
Series K Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 15,000 | 15,000 |
Convertible preferred stock, shares issued | 6,880 | 6,880 |
Convertible preferred stock, shares outstanding | 6,880 | 6,880 |
Series AA Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, authorized | 10,000 | 10,000 |
Convertible preferred stock, shares issued | 7,939 | 7,939 |
Convertible preferred stock, shares outstanding | 7,939 | 7,939 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 253,873 | $ 510,240 |
Costs and expenses: | ||
Cost of products and services | 175,146 | 309,712 |
Research and development | 265,690 | 264,704 |
Selling and marketing | 189,116 | 188,215 |
General and administrative | 1,019,010 | 1,144,421 |
Total operating costs and expenses | 1,648,962 | 1,907,052 |
Operating loss | (1,395,089) | (1,396,812) |
Other (expense) income: | ||
Interest expense, net | (1,571,800) | (512,706) |
Unrealized gain on investment in equity securities | 149,371 | |
(Loss) on extinguishment of liabilities | (1,136,367) | (40,810) |
Other expense | (104,845) | |
Total other expense | (2,558,796) | (658,361) |
Net loss | (3,953,885) | (2,055,173) |
Deemed dividends on beneficial conversion feature | (1,060,199) | |
Preferred stock dividends | (324,586) | (355,610) |
Net loss attributable to common shareholders | $ (4,278,471) | $ (3,470,982) |
Net loss per share attributable to common stockholders - basic and diluted | $ (1.62) | $ (2.01) |
Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation | 2,648,039 | 1,723,557 |
Products, Services, Other [Member] | ||
Revenue: | ||
Total revenue | $ 253,873 | $ 510,240 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,953,885) | $ (2,055,173) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 17,408 | 13,593 |
Common stock issued for interest and extension fees | 60,560 | |
Depreciation and amortization | 45,000 | 23,590 |
Accretion of interest and amortization of debt discount | 878,242 | 103,933 |
Loss on extinguishment of accrued liabilities and debt | 1,136,367 | 40,810 |
Stock-based compensation expense | 241,769 | 245,392 |
Shares issued for services | 168,000 | |
Gain on investment in equity securities | (149,371) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 108,472 | 31,668 |
Inventories | (38,074) | 12,346 |
Prepaid expenses and other assets | 9,699 | (12,606) |
Accounts payable | 54,463 | (184,438) |
Accrued employee compensation | (35,885) | (61,952) |
Operating lease liability | (17,408) | (13,593) |
Deferred revenue and other accrued expenses | 779,371 | 70,506 |
Net cash used in operating activities | (1,364,639) | (1,617,924) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property plant and equipment | (12,615) | |
Net cash used in investing activities | (12,615) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from preferred stock | 1,260,000 | |
Net proceeds from convertible debt | 1,865,500 | 1,490,368 |
Net proceeds from non-convertible debt - third party | 463,500 | 644,000 |
Net proceeds from non-convertible debt - related party | 8,500 | |
Principal payments on convertible debt | (520,500) | (1,040,185) |
Principal payments on non-convertible debt | (450,167) | (557,048) |
Net cash provided by financing activities | 1,366,833 | 1,797,135 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,194 | 166,596 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 29,625 | 103,118 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 31,819 | 269,714 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 219,224 | 299,192 |
NON CASH TRANSACTIONS: | ||
Interest added to principal | 132,314 | |
Common stock issued to settle accrued liabilities | 127,855 | |
Common stock issued on debt settlement | 25,000 | |
Common stock issued with debt | 50,733 | |
Discount from warrants issued with debt | 1,205,010 | |
Discount due to beneficial conversion feature | 404,608 | |
Preferred stock dividend | 324,586 | 355,610 |
Deemed dividend-beneficial conversion feature | $ 1,060,199 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series D Preferred Stock [Member] | Series G Preferred Stock [Member] | Series H Preferred Stock [Member] | Series H (2) Preferred Stock [Member] | Series J Preferred Stock [Member] | Series K Preferred Stock [Member] | Series AA Preferred Stock [Member] | Common Stock [Member] | Stock Warrants [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 65 | $ 16,842 | $ 19,807,247 | $ 39,777,301 | $ (65,727,538) | $ (6,125,071) | |
Balance, shares at Dec. 31, 2018 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 6,499 | 1,684,182 | ||||
Stock-based compensation | 245,392 | 245,392 | ||||||||||
Series AA preferred stock dividend | (355,610) | (355,610) | ||||||||||
Issuance of shares for services | $ 500 | 167,500 | 168,000 | |||||||||
Issuance of shares for services, shares | 50,000 | |||||||||||
Beneficial conversion feature on Series AA convertible preferred stock | 1,060,199 | 1,060,199 | ||||||||||
Deemed dividend-beneficial conversion feature | (1,060,199) | (1,060,199) | ||||||||||
Preferred Stock offering | $ 6 | $ 738,528 | $ 661,466 | $ 1,400,000 | ||||||||
Preferred Stock offering, shares | 560 | |||||||||||
Offering costs for issuance of preferred stock | $ 160,764 | $ (300,764) | $ (140,000) | |||||||||
Common stock issued for debt extension | $ 164 | $ 38,824 | $ 38,988 | |||||||||
Common stock issued for debt extension, shares | 16,350 | |||||||||||
Stock issued with debt | $ 180 | $ 50,553 | $ 50,733 | |||||||||
Stock issued with debt, shares | 17,958 | |||||||||||
Net loss | $ (2,055,173) | $ (2,055,173) | ||||||||||
Balance at Mar. 31, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 71 | $ 17,686 | 20,706,539 | 40,640,272 | (68,138,321) | (6,772,741) | |
Balance, shares at Mar. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,059 | 1,768,490 | ||||
Balance at Dec. 31, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 25,496 | 22,599,177 | 44,261,105 | (78,942,277) | (12,055,407) | |
Balance, shares at Dec. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,939 | 2,549,620 | ||||
Stock-based compensation | 241,769 | 241,769 | ||||||||||
Series AA preferred stock dividend | (324,586) | (324,586) | ||||||||||
Issuance of common stock for to settle accrued liabilities | $ 665 | 127,190 | 127,855 | |||||||||
Issuance of common stock for to settle accrued liabilities, shares | 65,500 | |||||||||||
Common stock issued or debt settlement | $ 100 | 24,900 | 25,000 | |||||||||
Common stock issued or debt settlement, shares | 10,000 | |||||||||||
Issuance of common stock for debt extension and interest paid-in-kind | $ 385 | 60,175 | 60,560 | |||||||||
Issuance of common stock for debt extension and interest paid-in-kind, shares | 38,521 | |||||||||||
Beneficial conversion feature on debt | 404,608 | 404,608 | ||||||||||
Warrants issued with debt | 1,205,010 | 1,205,010 | ||||||||||
Warrants issued for debt extension | 609,143 | 609,143 | ||||||||||
Net loss | (3,953,885) | (3,953,885) | ||||||||||
Balance at Mar. 31, 2020 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 26,646 | $ 24,413,330 | $ 45,119,747 | $ (83,220,748) | $ (13,659,933) | |
Balance, shares at Mar. 31, 2020 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,939 | 2,664,641 |
Business Overview
Business Overview | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Debt On March 26, 2015 | |
Business Overview | 1) Business Overview Pressure Biosciences, Inc. (“we”, “our”, “the Company”) develops and sells innovative, broadly enabling, pressure-based platform solutions for the worldwide life sciences industry. Our solutions are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology, or “PCT”) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions (e.g., cell lysis, biomolecule extraction). Our primary focus is in the development of PCT-based products for biomarker and target discovery, drug design and development, biotherapeutics characterization and quality control, soil & plant biology, forensics, and counter-bioterror applications. Additionally, major new market opportunities have emerged in the use of our pressure-based technologies in the following areas: (1) the use of our recently acquired, patented technology from BaroFold, Inc. (the “BaroFold” technology) to allow entry into the bio-pharma contract services sector, and (2) the use of our recently-patented, scalable, high-efficiency, pressure-based Ultra Shear Technology (“UST”) platform to (i) create stable nanoemulsions of otherwise immiscible fluids (e.g., oils and water) and to (ii) prepare higher quality, homogenized, extended shelf-life or room temperature stable low-acid liquid foods that cannot be effectively preserved using existing non-thermal technologies. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2) Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, we have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of March 31, 2020, we do not have adequate working capital resources to satisfy our current liabilities and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past and as described in Notes 5 and 6. In addition we raised cash through debt and equity financing after March 31, 2020 as described in Note 7. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. These financial statements do not include any adjustments that might result from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Principles Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3) Summary of Significant Accounting Policies Basis of Presentation The unaudited interim financial statements of Pressure BioSciences, Inc. and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended December 31, 2019. Certain comparative amounts for the prior fiscal year period have been reclassified to conform to the financial statement presentation as of and for the period ended March 31, 2020. Use of Estimates The Company’s consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Global concerns about the COVID-19 pandemic have adversely affected, and we expect will continue to adversely affect, our business, financial condition and results of operations including the estimates and assumptions made by management. Significant estimates and assumptions include valuations of share-based awards, investments in equity securities and intangible asset impairment. Actual results could differ from the estimates, and such differences may be material to the Company’s consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly-owned subsidiary PBI BioSeq, Inc. All intercompany accounts and transactions have been eliminated in consolidation. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The standard is effective for the Company for interim and annual periods beginning after December 15, 2022. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In December 2019, the FASB, issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The standard is effective for the Company for interim and annual periods beginning after December 15, 2020 for the Company and for annual periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. Revenue Recognition We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, will send a highly trained technical representative to the customer site to install Barocycler®s that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. The majority of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We currently record revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. In accordance with FASB ASC 842, Leases We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Primary geographical markets March 31, 2020 March 31, 2019 North America $ 144 $ 224 Europe 1 40 Asia 109 246 $ 254 $ 510 Major products/services lines March 31, 2020 March 31, 2019 Instruments $ 130 $ 138 Consumables 56 62 Others 68 310 $ 254 $ 510 Timing of revenue recognition March 31, 2020 March 31, 2019 Products transferred at a point in time $ 225 $ 501 Services transferred over time 29 9 $ 254 $ 510 Contract balances In thousands of US dollars ($) March 31, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ 121 229 Contract liabilities (deferred revenue) 70 41 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2020 2021 Total Extended warranty service 28 42 70 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three months ended March 31, 2020 and 2019. The Top Five Customers category may include federal agency revenues if applicable. For the Three Months Ended March 31, 2020 2019 Top Five Customers 68 % 73 % Federal Agencies 6 % 18 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of March 31, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. March 31, 2020 December 31, 2019 Top Five Customers 77 % 83 % Federal Agencies 4 % 17 % Product Supply CBM Industries (Taunton, MA) has recently become the manufacturer of the Barocycler® 2320EXT. CBM is ISO 13485:2003 and 9001:2008 Certified. CBM provides us with precision manufacturing services that include management support services to meet our specific application and operational requirements. Among the services provided by CBM to us are: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification At this time, we believe that outsourcing the manufacturing of our new Barocycler® 2320EXT to CBM is the most cost-effective method for us to obtain and maintain ISO Certified, CE and CSA Marked instruments. CBM’s close proximity to our South Easton, MA facility is a significant asset enabling interactions between our Engineering, R&D, and Manufacturing groups and their counterparts at CBM. CBM was instrumental in helping PBI achieve CE Marking on our Barocycler 2320EXT, as announced on February 2, 2017. Although we currently manufacture and assemble the Barozyme HT48, Barocycler® HUB440, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility, we plan to take advantage of outsourced manufacturing relationships such as that with CBM and outsource manufacturing of the entire Barocycler® product line, future instruments, and other products to CBM. Investment in Equity Securities As of March 31, 2020, we held 100,250 shares of common stock of Everest Investments Holdings S.A. (“Everest”), a Polish publicly traded company listed on the Warsaw Stock Exchange. We account for this investment in accordance with ASC 321 “Investments —Equity Securities.” Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to our net loss. The following table illustrates our computation of loss per share for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, 2020 2019 Numerator: Net loss attributable to common shareholders $ (4,278,471 ) $ (3,470,982 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 2,648,039 1,723,557 Loss per common share – basic and diluted $ (1.62 ) $ (2.01 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of March 31, 2020 2019 Stock options 1,393,551 366,734 Convertible debt 3,125,633 471,015 Common stock warrants 11,295,764 8,380,875 Convertible preferred stock: Series D Convertible Preferred 25,000 25,000 Series G Convertible Preferred 26,857 26,857 Series H Convertible Preferred 33,334 33,334 Series H2 Convertible Preferred 70,000 70,000 Series J Convertible Preferred 115,267 115,267 Series K Convertible Preferred 229,334 229,334 Series AA Convertible Preferred 7,939,000 7,059,822 24,253,740 16,778,238 Accounting for Stock-Based Compensation Expense We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize stock-based compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Determining Fair Value of Stock Option Grants Valuation and Amortization Method - The fair value of each option award is estimated on the date of grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 5% for awards granted based on historical experience and future expectations of options vesting. The Company used this historical rate as our assumption in calculating future stock-based compensation expense. The Company recognized stock-based compensation expense of $241,769 and $245,392 for the three months ended March 31, 2020 and 2019, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended March 31, 2020 2019 Cost of sales $ 7,956 $ 8,316 Research and development 38,826 34,624 Selling and marketing 13,936 22,119 General and administrative 181,051 180,333 Total stock-based compensation expense $ 241,769 $ 245,392 Fair Value of Financial Instruments Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt approximate their fair value. Long-term liabilities include only deferred revenue with a carrying value that approximates fair value. Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures The Company generally defines fair value as 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 uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on fair value measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are classified within Level 1 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2020: Fair value measurements at 31-Mar-20 Quoted prices in active markets (Level 1) Significant Significant unobservable Equity Securities 166,014 166,014 - - Total Financial Assets $ 166,014 $ 166,014 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019: Fair value measurements at 31-Dec-19 Quoted Significant other observable Significant Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4) Commitments and Contingencies Operating Leases The Company accounts for its leases under ASC 842. The Company has elected to apply the short-term lease exception to leases of one year or less. Consequently, as a result of adoption of ASC 842, we recognized an operating liability of $136,385 on our Medford lease with a corresponding Right-Of-Use (“ROU”) asset of the same amount based on present value of the minimum rental payments of the lease. As of March 31, 2020 the Company carries a ROU asset and operating lease liability of $59,178. Our corporate office is currently located at 14 Norfolk Avenue, South Easton, Massachusetts 02375. We are currently paying $6,950 per month, on a lease extension, signed on December 31, 2019, that expires December 31, 2020, for our corporate office. We expanded our space to include offices, warehouse and a loading dock on the first floor starting May 1, 2017 with a monthly rent increase already reflected in the current payments. We extended our lease for our space in Medford, MA to December 30, 2020. The lease requires monthly payments of $7,130 subject to annual cost of living increases. The lease shall be automatically extended for an additional three years unless either party terminates at least six months prior to the expiration of the current lease term. Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms as of March 31, 2020: 2020 $ 126,720 Thereafter - Total Minimum Payments Required $ 126,720 |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Other Debt | 5) Convertible Debt and Other Debt Convertible Debt On various dates during the quarter ended March 31, 2020, the Company issued convertible notes for net proceeds of approximately $1.9 million which contained varied terms and conditions as follows: a) 12 month maturity date; b) interest rate of 10%; c) convertible to the Company’s common stock at issuance at a fixed rate of $2.50. These notes were issued with warrants to purchase common stock that were fair valued at issuance date. The aggregate relative fair value of $995,615 of the warrants issued with the notes was recorded as a debt discount to be amortized over the term of the notes. We then computed the effective conversion price of the notes, and recorded a $404,608 beneficial conversion feature as a debt discount to be amortized over the term of the notes. We also evaluated the convertible notes for derivative liability treatment and determined that the notes did not quality for derivative accounting treatment at March 31, 2020. The specific terms of the convertible notes and outstanding balances as of March 31, 2020 are listed in the tables below. Inception Date Term Loan Amount Outstanding balance with OID Original Issue Discount (OID) Interest Rate Conversion Price Deferred Finance Fees Discount for conversion feature and warrants/shares February 15, 2018 (2) 6 months $ 100,000 $ 115,000 $ - 5 % (3) (6) $ 9,000 $ 17,738 May 17, 2018 12 months $ 380,000 $ 166,703 $ 15,200 8 % (3) $ 15,200 $ 332,407 May 30, 2018 (1) 2 months $ 150,000 $ 75,000 $ - 4 % 7.5 $ - $ 6,870 June 8, 2018 (1) 6 months $ 50,000 $ 50,000 $ 2,500 2 % (6) $ 2,500 $ 3,271 June 12, 2018 6 months $ 100,000 $ 100,000 $ - 2.5 % (3) (6) $ 5,000 $ - June 16, 2018 9 months $ 130,000 $ 79,000 $ - 5 % (3) $ - $ - June 16, 2018 6 months $ 110,000 $ 79,000 $ - 5 % (3) $ - $ - June 26, 2018 (2) 3 months $ 150,000 $ 86,250 $ - 5 % (3) (6) $ - $ 30,862 June 28, 2018 6 months $ 50,000 $ 50,000 $ - 2.5 % (3) (6) $ - $ 10,518 July 17, 2018 (2) 3 months $ 100,000 $ 105,000 $ 15,000 5 % (3) (6) $ - $ 52,897 July 19, 2018 12 months $ 184,685 $ 150,000 $ 34,685 10 % (3) $ - $ - October 19, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % 7.5 $ - $ - November 13, 2018 (2) 6 months $ 200,000 $ 220,000 $ - 5 % (3) (6) $ - $ 168,634 January 2, 2019 12 months $ 125,000 $ 97,000 $ - 4 % (3) $ 6,250 $ 89,120 January 3, 2019 6 months $ 50,000 $ 50,000 $ 2,500 24 % (6) $ 2,500 $ - February 21, 2019 12 months $ 215,000 $ 215,000 $ - 4 % (3) $ 15,000 $ 107,709 February 22, 2019 9 months $ 115,563 $ 115,562 $ 8,063 7 % (3) $ 2,500 $ - March 18, 2019 (1) 6 months $ 100,000 $ 100,000 $ - 4 % 7.5 $ - $ 10,762 June 4, 2019 9 months $ 500,000 $ 500,000 $ - 8 % (3) $ 40,500 $ 70,631 May 28, 2019 12 months $ 115,500 $ 115,500 $ 5,500 8 % (3) $ - $ 33,531 April 30, 2019 12 months $ 105,000 $ 105,000 $ - 4 % (3) $ 5,000 $ 3,286 June 19, 2019 12 months $ 105,000 $ 105,000 $ - 4 % (3) $ 5,000 $ 2,646 April 9, 2019 12 months $ 118,800 $ 88,800 $ 8,800 4 % (3) $ 3,000 $ - April 10, 2019 (2) 3 months $ 75,000 $ 86,250 $ - 5 % (3) (6) $ - $ 61,091 May 20, 2019 3 months $ 100,000 $ 100,000 $ - 5 % (3) (6) $ - $ 13,439 June 7, 2019 6 months $ 125,000 $ 125,000 $ - 5 % (3) (6) $ - $ 18,254 July 1, 2019 12 months $ 107,500 $ 107,500 $ - 4 % (3) $ 7,500 $ 85,791 July 8, 2019 (5) 12 months $ 65,000 $ 65,000 $ - 5 % (3) $ 8,500 $ 4,376 July 29, 2019 6 months $ 250,000 $ 250,000 $ - 4 % (3) $ - $ 36,835 July 19, 2019 12 months $ 115,000 $ 115,000 $ - 4 % (3) $ 5,750 $ 15,460 July 19, 2019 12 months $ 130,000 $ 130,000 $ - 6 % (3) $ 6,500 $ - August 6, 2019 12 months $ 108,000 $ 108,000 $ - 4 % (3) $ 11,000 $ - August 14, 2019 (1) 6 months $ 50,000 $ 50,000 $ - 2 % (6) $ - $ - September 11, 2019 (5) 12 months $ 50,000 $ 50,000 $ - 5 % (3) $ 6,500 $ 3,823 September 27, 2019 12 months $ 78,750 $ 78,750 $ - 4 % (3) $ 3,750 $ 13,759 October 24, 2019 12 months $ 103,000 $ 103,000 $ - 8 % (4) $ 3,000 $ - October 24, 2019 12 months $ 78,750 $ 78,750 $ - 4 % (3) $ 3,750 $ - October 25, 2019 12 months $ 105,000 $ 105,000 $ - 8 % 2.5 $ 5,000 $ - October 30, 2019 12 months $ 250,000 $ 250,000 $ - 8 % 2.5 $ 12,500 $ 5,964 November 1, 2019 12 months $ 270,000 $ 270,000 $ - 6 % (3) $ 13,500 $ - October 8, 2019 6 months $ 100,000 $ 100,000 $ - 4 % 7.5 $ - $ 5,725 November 15, 2019 12 months $ 385,000 $ 385,000 $ 35,000 10 % 2.5 $ 35,000 $ 90,917 December 4, 2019 12 months $ 495,000 $ 495,000 $ 45,000 10 % 2.5 $ 45,000 $ 56,387 December 20, 2019 12 months $ 275,000 $ 275,000 $ 25,000 10 % 2.5 $ 25,000 $ 40,601 January 2, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % 2.5 $ 30,000 $ 91,606 January 23, 2020 12 months $ 247,500 $ 247,500 $ 22,500 10 % 2.5 $ 22,500 $ 89,707 January 29, 2020 12 months $ 363,000 $ 363,000 $ 33,000 10 % 2.5 $ 33,000 $ 297,000 February 12, 2020 12 months $ 275,000 $ 275,000 $ 25,000 10 % 2.5 $ 25,000 $ 225,000 February 19, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % 2.5 $ 15,000 $ 135,000 March 5, 2020 12 months $ 115,000 $ 115,000 $ 15,000 10 % 2.5 $ 15,000 $ 46,231 March 11, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % 2.5 $ 30,000 $ 232,810 March 13, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % 2.5 $ 15,000 $ 60,705 March 13, 2020 12 months $ 28,750 $ 28,750 $ 3,750 10 % 2.5 - $ 7,825 March 13, 2020 12 months $ 125,000 $ 125,000 $ 18,750 10 % 2.5 $ 12,500 $ 29,737 March 26, 2020 12 months $ 111,100 $ 111,100 $ 10,100 10 % 2.5 $ 10,100 $ 90,900 $ 8,450,415 $ 415,348 $ 511,800 $ 2,699,825 (1) The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. (2) Interest was capitalized and added to the outstanding principal. (3) As of March 31, 2020 lender entered into a Standstill and Forbearance agreement (as described below). Loan is convertible at $2.50 until the expiration of the agreement. (4) Note is not convertible at March 31, 2020. (5) The Company’s Chief Executive Officer signed a Confession of Judgement with lenders representing his personal guarantee. (6) During the quarter ended March 31, 2020 the Company entered into Rate Modification Agreements with these lenders. In these agreements five lenders agreed to reduce their interest rate and were granted the right to convert loans using a variable conversion price if other variable rate lenders converted at a variable rate. For the quarter ended March 31, 2020, the Company recognized amortization expense related to the debt discounts indicated above of $565,985. The unamortized debt discounts as of March 31, 2020 related to the convertible debentures and other convertible notes amounted to $1,843,315. Standstill and Forbearance Agreements On December 13, 2019, the Company entered into Standstill and Forbearance Agreements with lenders who hold convertible promissory notes with a total principal of $2,267,066. Pursuant to the Standstill and Forbearance Agreements, the lenders agreed to not convert any portion of their notes into shares of common stock at a variable rate until either January 30 th st th st On January 31, 2020 and again on March 3, 2020 the Company extended these Standstill and Forbearance Agreements until April 6, 2020. For the three months ended March 31, 2020, the Company incurred fees of approximately $556,000 to extend the agreements. (See Note 7 - Subsequent Events) Convertible Loan Modifications and Extinguishments We refinanced certain convertible loans during the quarter ended March 31, 2020 at substantially the same terms for extensions ranging over a period of three to six months. We amortized any remaining unamortized debt discount as of the modification date over the remaining, extended term of the new loans. We applied ASC 470 of modification accounting to the debt instruments which were modified during the quarter or those settled with new notes issued concurrently for the same amounts but different maturity dates. The terms such as the interest rate, prepayment penalties, and default rates will be the same over the new extensions. According to ASC 470, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and will be accounted for as modifications. The cash flows of new debt exceeded 10% of the remaining cash flows of the original debt on several loans. We recorded losses on extinguishment of liabilities of $1,136,367 by calculating the difference of the fair value of the new debt and the carrying value of the old debt. The reported loss on extinguishment of liabilities includes $635,000 of non-cash expenses for warrants issued and amortization of debt discount. The following table provides a summary of the changes in convertible debt, net of unamortized discounts, during 2020: 2020 Balance at January 1, $ 6,121,338 Issuance of convertible debt, face value 2,255,350 Deferred financing cost (389,850 ) Beneficial conversion feature on convertible note (404,608 ) Debt discount from warrants issued with debt (995,615 ) Payments (520,500 ) Conversion of debt into equity (25,000 ) Accretion of interest and amortization of debt discount to interest expense 565,985 Balance at March 31, 6,607,100 Less: current portion 6,607,100 Convertible debt, long-term portion $ – Other Notes On September 9, 2019 and February 28, 2020 we received a total of $966,500 unsecured non-convertible loans from a private investor with a one-month term. During the three months ended March 31, 2020 the Company received net proceeds of $463,500, issued 150,000 warrants to purchase common stock (five year term and $3.50 exercise price), and repaid $275,000. The relative fair value of $185,660 of the warrants issued with the note was recorded as a debt discount to be amortized over the term of the notes. As of March 31, 2020 the Company owes $691,500 on these notes which are past due. The Company and the investor are negotiating in good faith to extend the loans. On October 1, 2019, the Company and the holder of the $170,000 non-convertible loan issued in May 2017 agreed to extend the term of the loan to December 31, 2019. The Company agreed to issue 1,200 shares of its common stock per month while the note remains outstanding. The note will continue to earn 10% annual interest. The loan is currently past due and the Company and the investor are negotiating in good faith to extend the loan. On October 11, 2019 we received a non-convertible loan with a one month term and a 2% interest charge for $25,000 from a private investor. The loan is past due and the Company and the investor are negotiating in good faith to extend the loan. For the quarter ended March 31, 2020 the Company recognized amortization expense related to debt discounts attributable to Other Notes of $312,257. Merchant Agreements We have signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates of 6% - 76%. As illustrated in the following table, under the terms of these agreements, we received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the Merchant lenders at the disclosed Daily Payment Rate. The following table shows our Merchant Agreements as of March 31, 2020: Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment rate Deferred August 5, 2019 $ 600,000 $ 816,000 $ 384,621 $ 4,533 $ 6,000 August 19, 2019 350,000 479,500 273,510 2,664 3,000 August 23, 2019 175,000 239,750 117,597 1,410 1,750 September 19, 2019 275,000 384,275 263,855 2,138 5,000 $ 1,400,000 $ 1,919,525 $ 1,039,583 $ 10,745 $ 15,750 The following table shows our Merchant Agreements as of December 31, 2019: Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment Rate Deferred Finance Fees August 5, 2019 $ 600,000 $ 816,000 $ 421,024 4,533 $ 6,000 August 19, 2019 350,000 479,500 272,315 2,664 3,000 August 23, 2019 175,000 239,750 132,284 1,410 1,750 September 19, 2019 275,000 384,275 256,812 2,138 5,000 $ 1,400,000 $ 1,919,525 $ 1,082,435 $ 10,745 $ 15,750 We have accounted for the Merchant Agreements as loans under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts. The difference between the Purchase Amount and the Purchase Price is imputed interest that is recorded as interest expense when paid each day. On November 15, 2019 the Company and its Merchant lenders agreed to a temporary reduction in the Daily Payment Rate from $10,745 to $2,500. On January 31, 2020 and then subsequently on March 2, 2020 the Company and its Merchant lenders agreed to extend the term of the reduction of its Daily Payment Rate to March 2, 2020 and April 6, 2020, respectively. The Company issued 307,500 warrants (valued at $609,143) to lenders as compensation for these agreements. The warrants have a three year life and a $3.50 exercise Price. During the three months ended March 31, 2020, $132,314 of interest was capitalized into principal (and recorded as interest expense). (See Note 7 - Subsequent Events) The Company’s Chief Executive Officer is personally guaranteeing $1,039,583 of loans outstanding as of March 31, 2020 under our Merchant Agreements. Related Party Notes In June 2018, we received a non-convertible loan of $15,000 from a private investor. The loan includes a one-year term and 15% guaranteed interest. This loan remains outstanding at March 31, 2020 and is currently past due. As of March 31, 2020 we also hold $75,000 of short-term non-convertible loans from related parties. These notes bear interest ranging from 0% to 15% interest and are due upon demand. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | 6) Stockholders’ Deficit Preferred Stock We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.01. Of the 1,000,000 shares of preferred stock: 1) 20,000 shares have been designated as Series A Junior Participating Preferred Stock (“ Junior A 2) 313,960 shares have been designated as Series A Convertible Preferred Stock (“ Series A 3) 279,256 shares have been designated as Series B Convertible Preferred Stock (“ Series B 4) 88,098 shares have been designated as Series C Convertible Preferred Stock (“ Series C 5) 850 shares have been designated as Series D Convertible Preferred Stock (“ Series D 6) 500 shares have been designated as Series E Convertible Preferred Stock (“Series E”) 7) 240,000 shares have been designated as Series G Convertible Preferred Stock (“ Series G 8) 10,000 shares have been designated as Series H Convertible Preferred Stock (“ Series H 9) 21 shares have been designated as Series H2 Convertible Preferred Stock (“ Series H2 10) 6,250 shares have been designated as Series J Convertible Preferred Stock (“ Series J 11) 15,000 shares have been designated as Series K Convertible Preferred Stock (“ Series K 12) 10,000 shares have been designated as Series AA Convertible Preferred Stock (“ Series AA As of March 31, 2020, there were no shares of Junior A, and Series A, B, C and E issued and outstanding. See our Annual Report on Form 10-K for the year ended December 31, 2019 for the pertinent disclosures of preferred stock. Stock Options and Warrants At the Company’s December 12, 2013 Special Meeting, the shareholders approved the 2013 Equity Incentive Plan (the “2013 Plan”) pursuant to which 3,000,000 shares of our common stock were reserved for issuance upon exercise of stock options or other equity awards. Under the 2013 Plan, we may award stock options, shares of common stock, and other equity interests in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of March 31, 2020, options to acquire 1,393,551 shares were outstanding under the Plan. On November 29, 2015 the Company’s Board of Directors adopted the 2015 Nonqualified Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of our common stock were reserved for issuance upon exercise of non-qualified stock options. Under the 2015 Plan, we may award non-qualified stock options in the Company to employees, officers, directors, consultants, and advisors, and to any other persons the Board of Directors deems appropriate. As of March 31, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $650,726, which is expected to be recognized over weighted average period of 1.74 years. The aggregate intrinsic value associated with the options outstanding and exercisable and the aggregate intrinsic value associated with the warrants outstanding and exercisable as of March 31, 2020, based on the March 31, 2020 closing stock price of $2.20, was $494,653. The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Weighted Weighted Average Average Shares price per share Shares price per share Shares Total Balance outstanding, January 1, 2019 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted 1,447,420 $ 0.81 2,153,214 3.50 3,600,634 Exercised - $ - - - - Expired - $ - (25,001 ) 14.82 (25,001 ) Forfeited (417,852 ) $ 3.39 - - (417,852 ) Balance outstanding, December 31, 2019 1,396,302 $ 0.71 9,893,034 $ 3.52 11,289,336 10,148,543 Granted - - 1,402,730 3.50 1,402,730 Exercised - - - - - Expired - - - - - Forfeited (2,751 ) 3.40 - - (2,751 ) Balance outstanding, March 31, 2020 1,393,551 $ 0.69 11,295,764 $ 3.50 12,689,315 11,633,349 As of March 31, 2020, the 1,393,551 stock options outstanding have a $0.69 Exercise Price and 9.45 weighted average remaining term. Of these options, 337,585 are currently exercisable. Common Stock and Warrant Issuances On various dates in the quarter ended March 31, 2020 the Company issued a total of 115,021 shares of restricted common stock at a fair value of approximately $213,415 to accredited investors and consultants. 66,500 of the shares with a fair value of $127,855 were issued to settle accrued liabilities to consultants, 38,521 of the shares with a fair value of $60,560 were issued for debt extension and interest payments and 10,000 shares with a fair value of $25,000 were issued for debt settlement. During the quarter ended March 31, 2020, the Company also issued 1,095,230 warrants to acquire common stock at a fair value of $1,205,010 in conjunction with the signing of new convertible loans and 307,500 warrants to acquire common stock at a fair value of $609,143 to lenders for debt extension. On various dates in the three months ended March 31, 2019, the Company issued a total of 34,308 shares of common stock at a fair value of $89,721 in connection with issuance of new loans and extension of loan to existing noteholders and 50,000 shares with a fair value of $168,000 were issued for services rendered. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7) Subsequent Events On April 29, 2020 the Company signed a binding letter of intent to acquire Cannaworx, Inc. (USA). The planned acquisition is subject to certain closing conditions, including completion of all due diligence and acquisition financing. From April 1, 2020 through June 27, 2020 the Company issued loans convertible into common stock at $2.50/share for $2.94 million. The loans carry 10% interest rates and one-year terms. To secure these loans, the Company issued warrants exercisable into 1,175,340 common shares (five-year life and a $3.50 exercise price). The Company also issued 30,000 shares of common stock to two lenders for loans issued during the quarter ended March 31,2020. Additionally, the Company issued two loans for $575,000 to its pending merger partner, Cannaworx who agreed to repay the loans directly to the lender, on the Company’s behalf. The Cannaworx loans have one-year terms and interest (12% for a $325,000 note and 18% for a $250,000 note) is only payable upon an event of default. During the same period the Company also paid off seven convertible loans totaling $885,707. These loans were issued July 8, 2019, September 11, 2019, October 24, 2019, October 30, 2019, March 5, 2020, March 13, 2020 and March 13, 2020. From April 1, 2020 through June 27, 2020, the Company also borrowed $377,039 under government programs sponsored for the COVID-19 crisis (principally $367,039 from the Payroll Protection Program or “PPP”). PPP loans have a two- year term and bear interest at 1% per annum. Under the PPP, the Company can be granted forgiveness for all or a portion of these loans based on the Company’s spending on payroll, mortgage interest, rent and utilities. Additionally, the Company sold $120,000 of Series AA Convertible Preferred Stock with warrants exercisable into 48,000 common shares (10-year life and a $3.50 exercise price) and issued a $110,000 loan which is convertible into Series AA Convertible Preferred Stock (one year term and 10% interest rate). The Company also issued 314,706 shares of common stock to settle $786,766 of convertible loan principal and 96,041 shares of common stock to settle $240,102 of convertible loan interest and fees. Finally, in this period the Company agreed to pay $100,000 and issued 25,000 shares of common stock to a vendor for services rendered. On April 6, 2020 the Company entered into a extension of the Standstill and Forbearance Agreements with lenders who hold convertible notes with a total principal of approximately $2.9 million through April 30, 2020. During the second quarter, the Company incurred fees of approximately $275,000 in connection with the extension. On April 6, 2020, the Company and its Merchant lenders agreed to extend the term of the reduction to $2,500 of its Daily Payment Rate to its Merchant lenders to April 30, 2020. The Company issued 187,500 warrants to the Merchant lenders as compensation for this agreement. The warrants have a three-year life and a $3.50 exercise price. After April 30, 2020 the Company and its lenders agreed to increase the Daily Payment Rate to $7,670. |
Summary of Significant Accoun_2
Summary of Significant Accounting Principles Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim financial statements of Pressure BioSciences, Inc. and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended December 31, 2019. Certain comparative amounts for the prior fiscal year period have been reclassified to conform to the financial statement presentation as of and for the period ended March 31, 2020. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Global concerns about the COVID-19 pandemic have adversely affected, and we expect will continue to adversely affect, our business, financial condition and results of operations including the estimates and assumptions made by management. Significant estimates and assumptions include valuations of share-based awards, investments in equity securities and intangible asset impairment. Actual results could differ from the estimates, and such differences may be material to the Company’s consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly-owned subsidiary PBI BioSeq, Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The standard is effective for the Company for interim and annual periods beginning after December 15, 2022. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In December 2019, the FASB, issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The standard is effective for the Company for interim and annual periods beginning after December 15, 2020 for the Company and for annual periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of revenues as consistent with treatment in prior periods. Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, will send a highly trained technical representative to the customer site to install Barocycler®s that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue. The majority of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply: a) The fair value of the asset or service involved is not determinable. b) The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange. c) The transaction lacks commercial substance. We currently record revenue for its non-cash transactions at recorded cost or carrying value of the assets or services sold. In accordance with FASB ASC 842, Leases We record revenue over the life of the lease term and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases. Revenue from government grants is recorded when expenses are incurred under the grant in accordance with the terms of the grant award. Deferred revenue represents amounts received from grants and service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract. Disaggregation of revenue In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Primary geographical markets March 31, 2020 March 31, 2019 North America $ 144 $ 224 Europe 1 40 Asia 109 246 $ 254 $ 510 Major products/services lines March 31, 2020 March 31, 2019 Instruments $ 130 $ 138 Consumables 56 62 Others 68 310 $ 254 $ 510 Timing of revenue recognition March 31, 2020 March 31, 2019 Products transferred at a point in time $ 225 $ 501 Services transferred over time 29 9 $ 254 $ 510 Contract balances In thousands of US dollars ($) March 31, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ 121 229 Contract liabilities (deferred revenue) 70 41 Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2020 2021 Total Extended warranty service 28 42 70 All consideration from contracts with customers is included in the amounts presented above. Contract Costs The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing. |
Concentrations | Concentrations Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions, large pharmaceutical and biotechnology companies, and academic laboratories. The following table illustrates the level of concentration as a percentage of total revenues during the three months ended March 31, 2020 and 2019. The Top Five Customers category may include federal agency revenues if applicable. For the Three Months Ended March 31, 2020 2019 Top Five Customers 68 % 73 % Federal Agencies 6 % 18 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of March 31, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. March 31, 2020 December 31, 2019 Top Five Customers 77 % 83 % Federal Agencies 4 % 17 % Product Supply CBM Industries (Taunton, MA) has recently become the manufacturer of the Barocycler® 2320EXT. CBM is ISO 13485:2003 and 9001:2008 Certified. CBM provides us with precision manufacturing services that include management support services to meet our specific application and operational requirements. Among the services provided by CBM to us are: ● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification At this time, we believe that outsourcing the manufacturing of our new Barocycler® 2320EXT to CBM is the most cost-effective method for us to obtain and maintain ISO Certified, CE and CSA Marked instruments. CBM’s close proximity to our South Easton, MA facility is a significant asset enabling interactions between our Engineering, R&D, and Manufacturing groups and their counterparts at CBM. CBM was instrumental in helping PBI achieve CE Marking on our Barocycler 2320EXT, as announced on February 2, 2017. Although we currently manufacture and assemble the Barozyme HT48, Barocycler® HUB440, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility, we plan to take advantage of outsourced manufacturing relationships such as that with CBM and outsource manufacturing of the entire Barocycler® product line, future instruments, and other products to CBM. |
Investment in Equity Securities | Investment in Equity Securities As of March 31, 2020, we held 100,250 shares of common stock of Everest Investments Holdings S.A. (“Everest”), a Polish publicly traded company listed on the Warsaw Stock Exchange. We account for this investment in accordance with ASC 321 “Investments —Equity Securities.” |
Computation of Loss Per Share | Computation of Loss per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to our net loss. The following table illustrates our computation of loss per share for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, 2020 2019 Numerator: Net loss attributable to common shareholders $ (4,278,471 ) $ (3,470,982 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 2,648,039 1,723,557 Loss per common share – basic and diluted $ (1.62 ) $ (2.01 ) The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of March 31, 2020 2019 Stock options 1,393,551 366,734 Convertible debt 3,125,633 471,015 Common stock warrants 11,295,764 8,380,875 Convertible preferred stock: Series D Convertible Preferred 25,000 25,000 Series G Convertible Preferred 26,857 26,857 Series H Convertible Preferred 33,334 33,334 Series H2 Convertible Preferred 70,000 70,000 Series J Convertible Preferred 115,267 115,267 Series K Convertible Preferred 229,334 229,334 Series AA Convertible Preferred 7,939,000 7,059,822 24,253,740 16,778,238 |
Accounting for Stock-Based Compensation Expense | Accounting for Stock-Based Compensation Expense We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize stock-based compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant. Determining Fair Value of Stock Option Grants Valuation and Amortization Method - The fair value of each option award is estimated on the date of grant using the Black-Scholes pricing model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical exercise data on which to base an estimate of expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award. Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of 5% for awards granted based on historical experience and future expectations of options vesting. The Company used this historical rate as our assumption in calculating future stock-based compensation expense. The Company recognized stock-based compensation expense of $241,769 and $245,392 for the three months ended March 31, 2020 and 2019, respectively. The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended March 31, 2020 2019 Cost of sales $ 7,956 $ 8,316 Research and development 38,826 34,624 Selling and marketing 13,936 22,119 General and administrative 181,051 180,333 Total stock-based compensation expense $ 241,769 $ 245,392 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt approximate their fair value. Long-term liabilities include only deferred revenue with a carrying value that approximates fair value. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures The Company generally defines fair value as 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 uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on fair value measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are classified within Level 1 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2020: Fair value measurements at 31-Mar-20 Quoted prices in active markets (Level 1) Significant Significant unobservable Equity Securities 166,014 166,014 - - Total Financial Assets $ 166,014 $ 166,014 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019: Fair value measurements at 31-Dec-19 Quoted Significant other observable Significant Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Principles Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition. In thousands of US dollars ($) Primary geographical markets March 31, 2020 March 31, 2019 North America $ 144 $ 224 Europe 1 40 Asia 109 246 $ 254 $ 510 Major products/services lines March 31, 2020 March 31, 2019 Instruments $ 130 $ 138 Consumables 56 62 Others 68 310 $ 254 $ 510 Timing of revenue recognition March 31, 2020 March 31, 2019 Products transferred at a point in time $ 225 $ 501 Services transferred over time 29 9 $ 254 $ 510 |
Schedule of Contract Balances | Contract balances In thousands of US dollars ($) March 31, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ 121 229 Contract liabilities (deferred revenue) 70 41 |
Schedule of Future Related to Performance Obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. In thousands of US dollars ($) 2020 2021 Total Extended warranty service 28 42 70 |
Schedule of Customer Concentration Risk Percentage | The following table illustrates the level of concentration as a percentage of total revenues during the three months ended March 31, 2020 and 2019. The Top Five Customers category may include federal agency revenues if applicable. For the Three Months Ended March 31, 2020 2019 Top Five Customers 68 % 73 % Federal Agencies 6 % 18 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of March 31, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. March 31, 2020 December 31, 2019 Top Five Customers 77 % 83 % Federal Agencies 4 % 17 % |
Schedule of Computation of Loss Per Share | The following table illustrates our computation of loss per share for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, 2020 2019 Numerator: Net loss attributable to common shareholders $ (4,278,471 ) $ (3,470,982 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 2,648,039 1,723,557 Loss per common share – basic and diluted $ (1.62 ) $ (2.01 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock and Series AA Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms. As of March 31, 2020 2019 Stock options 1,393,551 366,734 Convertible debt 3,125,633 471,015 Common stock warrants 11,295,764 8,380,875 Convertible preferred stock: Series D Convertible Preferred 25,000 25,000 Series G Convertible Preferred 26,857 26,857 Series H Convertible Preferred 33,334 33,334 Series H2 Convertible Preferred 70,000 70,000 Series J Convertible Preferred 115,267 115,267 Series K Convertible Preferred 229,334 229,334 Series AA Convertible Preferred 7,939,000 7,059,822 24,253,740 16,778,238 |
Schedule of Stock Based Compensation Expense | The following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations: For the Three Months Ended March 31, 2020 2019 Cost of sales $ 7,956 $ 8,316 Research and development 38,826 34,624 Selling and marketing 13,936 22,119 General and administrative 181,051 180,333 Total stock-based compensation expense $ 241,769 $ 245,392 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2020: Fair value measurements at 31-Mar-20 Quoted prices in active markets (Level 1) Significant Significant unobservable Equity Securities 166,014 166,014 - - Total Financial Assets $ 166,014 $ 166,014 $ - $ - The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019: Fair value measurements at 31-Dec-19 Quoted Significant other observable Significant Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Required Under Operating Leases | Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms as of March 31, 2020: 2020 $ 126,720 Thereafter - Total Minimum Payments Required $ 126,720 |
Convertible Debt and Other De_2
Convertible Debt and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debts and Outstanding Balances | The specific terms of the convertible notes and outstanding balances as of March 31, 2020 are listed in the tables below. Inception Date Term Loan Amount Outstanding balance with OID Original Issue Discount (OID) Interest Rate Conversion Price Deferred Finance Fees Discount for conversion feature and warrants/shares February 15, 2018 (2) 6 months $ 100,000 $ 115,000 $ - 5 % (3) (6) $ 9,000 $ 17,738 May 17, 2018 12 months $ 380,000 $ 166,703 $ 15,200 8 % (3) $ 15,200 $ 332,407 May 30, 2018 (1) 2 months $ 150,000 $ 75,000 $ - 4 % 7.5 $ - $ 6,870 June 8, 2018 (1) 6 months $ 50,000 $ 50,000 $ 2,500 2 % (6) $ 2,500 $ 3,271 June 12, 2018 6 months $ 100,000 $ 100,000 $ - 2.5 % (3) (6) $ 5,000 $ - June 16, 2018 9 months $ 130,000 $ 79,000 $ - 5 % (3) $ - $ - June 16, 2018 6 months $ 110,000 $ 79,000 $ - 5 % (3) $ - $ - June 26, 2018 (2) 3 months $ 150,000 $ 86,250 $ - 5 % (3) (6) $ - $ 30,862 June 28, 2018 6 months $ 50,000 $ 50,000 $ - 2.5 % (3) (6) $ - $ 10,518 July 17, 2018 (2) 3 months $ 100,000 $ 105,000 $ 15,000 5 % (3) (6) $ - $ 52,897 July 19, 2018 12 months $ 184,685 $ 150,000 $ 34,685 10 % (3) $ - $ - October 19, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % 7.5 $ - $ - November 13, 2018 (2) 6 months $ 200,000 $ 220,000 $ - 5 % (3) (6) $ - $ 168,634 January 2, 2019 12 months $ 125,000 $ 97,000 $ - 4 % (3) $ 6,250 $ 89,120 January 3, 2019 6 months $ 50,000 $ 50,000 $ 2,500 24 % (6) $ 2,500 $ - February 21, 2019 12 months $ 215,000 $ 215,000 $ - 4 % (3) $ 15,000 $ 107,709 February 22, 2019 9 months $ 115,563 $ 115,562 $ 8,063 7 % (3) $ 2,500 $ - March 18, 2019 (1) 6 months $ 100,000 $ 100,000 $ - 4 % 7.5 $ - $ 10,762 June 4, 2019 9 months $ 500,000 $ 500,000 $ - 8 % (3) $ 40,500 $ 70,631 May 28, 2019 12 months $ 115,500 $ 115,500 $ 5,500 8 % (3) $ - $ 33,531 April 30, 2019 12 months $ 105,000 $ 105,000 $ - 4 % (3) $ 5,000 $ 3,286 June 19, 2019 12 months $ 105,000 $ 105,000 $ - 4 % (3) $ 5,000 $ 2,646 April 9, 2019 12 months $ 118,800 $ 88,800 $ 8,800 4 % (3) $ 3,000 $ - April 10, 2019 (2) 3 months $ 75,000 $ 86,250 $ - 5 % (3) (6) $ - $ 61,091 May 20, 2019 3 months $ 100,000 $ 100,000 $ - 5 % (3) (6) $ - $ 13,439 June 7, 2019 6 months $ 125,000 $ 125,000 $ - 5 % (3) (6) $ - $ 18,254 July 1, 2019 12 months $ 107,500 $ 107,500 $ - 4 % (3) $ 7,500 $ 85,791 July 8, 2019 (5) 12 months $ 65,000 $ 65,000 $ - 5 % (3) $ 8,500 $ 4,376 July 29, 2019 6 months $ 250,000 $ 250,000 $ - 4 % (3) $ - $ 36,835 July 19, 2019 12 months $ 115,000 $ 115,000 $ - 4 % (3) $ 5,750 $ 15,460 July 19, 2019 12 months $ 130,000 $ 130,000 $ - 6 % (3) $ 6,500 $ - August 6, 2019 12 months $ 108,000 $ 108,000 $ - 4 % (3) $ 11,000 $ - August 14, 2019 (1) 6 months $ 50,000 $ 50,000 $ - 2 % (6) $ - $ - September 11, 2019 (5) 12 months $ 50,000 $ 50,000 $ - 5 % (3) $ 6,500 $ 3,823 September 27, 2019 12 months $ 78,750 $ 78,750 $ - 4 % (3) $ 3,750 $ 13,759 October 24, 2019 12 months $ 103,000 $ 103,000 $ - 8 % (4) $ 3,000 $ - October 24, 2019 12 months $ 78,750 $ 78,750 $ - 4 % (3) $ 3,750 $ - October 25, 2019 12 months $ 105,000 $ 105,000 $ - 8 % 2.5 $ 5,000 $ - October 30, 2019 12 months $ 250,000 $ 250,000 $ - 8 % 2.5 $ 12,500 $ 5,964 November 1, 2019 12 months $ 270,000 $ 270,000 $ - 6 % (3) $ 13,500 $ - October 8, 2019 6 months $ 100,000 $ 100,000 $ - 4 % 7.5 $ - $ 5,725 November 15, 2019 12 months $ 385,000 $ 385,000 $ 35,000 10 % 2.5 $ 35,000 $ 90,917 December 4, 2019 12 months $ 495,000 $ 495,000 $ 45,000 10 % 2.5 $ 45,000 $ 56,387 December 20, 2019 12 months $ 275,000 $ 275,000 $ 25,000 10 % 2.5 $ 25,000 $ 40,601 January 2, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % 2.5 $ 30,000 $ 91,606 January 23, 2020 12 months $ 247,500 $ 247,500 $ 22,500 10 % 2.5 $ 22,500 $ 89,707 January 29, 2020 12 months $ 363,000 $ 363,000 $ 33,000 10 % 2.5 $ 33,000 $ 297,000 February 12, 2020 12 months $ 275,000 $ 275,000 $ 25,000 10 % 2.5 $ 25,000 $ 225,000 February 19, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % 2.5 $ 15,000 $ 135,000 March 5, 2020 12 months $ 115,000 $ 115,000 $ 15,000 10 % 2.5 $ 15,000 $ 46,231 March 11, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % 2.5 $ 30,000 $ 232,810 March 13, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % 2.5 $ 15,000 $ 60,705 March 13, 2020 12 months $ 28,750 $ 28,750 $ 3,750 10 % 2.5 - $ 7,825 March 13, 2020 12 months $ 125,000 $ 125,000 $ 18,750 10 % 2.5 $ 12,500 $ 29,737 March 26, 2020 12 months $ 111,100 $ 111,100 $ 10,100 10 % 2.5 $ 10,100 $ 90,900 $ 8,450,415 $ 415,348 $ 511,800 $ 2,699,825 (1) The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. (2) Interest was capitalized and added to the outstanding principal. (3) As of March 31, 2020 lender entered into a Standstill and Forbearance agreement (as described below). Loan is convertible at $2.50 until the expiration of the agreement. (4) Note is not convertible at March 31, 2020. (5) The Company’s Chief Executive Officer signed a Confession of Judgement with lenders representing his personal guarantee. (6) During the quarter ended March 31, 2020 the Company entered into Rate Modification Agreements with these lenders. In these agreements five lenders agreed to reduce their interest rate and were granted the right to convert loans using a variable conversion price if other variable rate lenders converted at a variable rate. |
Summary of Changes in Convertible Debt, Net of Unamortized Discounts | The following table provides a summary of the changes in convertible debt, net of unamortized discounts, during 2020: 2020 Balance at January 1, $ 6,121,338 Issuance of convertible debt, face value 2,255,350 Deferred financing cost (389,850 ) Beneficial conversion feature on convertible note (404,608 ) Debt discount from warrants issued with debt (995,615 ) Payments (520,500 ) Conversion of debt into equity (25,000 ) Accretion of interest and amortization of debt discount to interest expense 565,985 Balance at March 31, 6,607,100 Less: current portion 6,607,100 Convertible debt, long-term portion $ – |
Schedule of Merchant Agreements | The following table shows our Merchant Agreements as of March 31, 2020: Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment rate Deferred August 5, 2019 $ 600,000 $ 816,000 $ 384,621 $ 4,533 $ 6,000 August 19, 2019 350,000 479,500 273,510 2,664 3,000 August 23, 2019 175,000 239,750 117,597 1,410 1,750 September 19, 2019 275,000 384,275 263,855 2,138 5,000 $ 1,400,000 $ 1,919,525 $ 1,039,583 $ 10,745 $ 15,750 The following table shows our Merchant Agreements as of December 31, 2019: Inception Date Purchase Price Purchased Amount Outstanding Balance Daily Payment Rate Deferred Finance Fees August 5, 2019 $ 600,000 $ 816,000 $ 421,024 4,533 $ 6,000 August 19, 2019 350,000 479,500 272,315 2,664 3,000 August 23, 2019 175,000 239,750 132,284 1,410 1,750 September 19, 2019 275,000 384,275 256,812 2,138 5,000 $ 1,400,000 $ 1,919,525 $ 1,082,435 $ 10,745 $ 15,750 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Concerning Options and Warrants Outstanding and Exercisable | The following tables summarize information concerning options and warrants outstanding and exercisable: Stock Options Warrants Weighted Weighted Average Average Shares price per share Shares price per share Shares Total Balance outstanding, January 1, 2019 366,734 $ 3.39 7,764,821 $ 3.50 8,131,555 7,792,570 Granted 1,447,420 $ 0.81 2,153,214 3.50 3,600,634 Exercised - $ - - - - Expired - $ - (25,001 ) 14.82 (25,001 ) Forfeited (417,852 ) $ 3.39 - - (417,852 ) Balance outstanding, December 31, 2019 1,396,302 $ 0.71 9,893,034 $ 3.52 11,289,336 10,148,543 Granted - - 1,402,730 3.50 1,402,730 Exercised - - - - - Expired - - - - - Forfeited (2,751 ) 3.40 - - (2,751 ) Balance outstanding, March 31, 2020 1,393,551 $ 0.69 11,295,764 $ 3.50 12,689,315 11,633,349 |
Summary of Significant Accoun_4
Summary of Significant Accounting Principles Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Forfeiture rate | 5.00% | |
Stock-based compensation expense | $ 241,769 | $ 245,392 |
Everest Investments Holdings S.A. [Member] | ||
Sale of stock number of shares received | 100,250 | |
Fair value of investment | $ 166,014 | |
Unrealized losses | $ 149,371 |
Summary of Significant Accoun_5
Summary of Significant Accounting Principles Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 253,873 | $ 510,240 |
Instruments [Member] | ||
Revenue | 130,000 | 138,000 |
Consumables [Member] | ||
Revenue | 56,000 | 62,000 |
Other [Member] | ||
Revenue | 68,000 | 310,000 |
Products Transferred at a Point in Time [Member] | ||
Revenue | 225,000 | 501,000 |
Services Transferred Over Time [Member] | ||
Revenue | 29,000 | 9,000 |
North America [Member] | ||
Revenue | 144,000 | 224,000 |
Europe [Member] | ||
Revenue | 1,000 | 40,000 |
Asia [Member] | ||
Revenue | $ 109,000 | $ 246,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Principles Policies - Schedule of Contract Balances (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Receivables, which are included in 'Accounts Receivable' | $ 121,000 | $ 229,000 |
Contract liabilities (deferred revenue) | $ 70,000 | $ 41,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Principles Policies - Schedule of Future Related to Performance Obligations (Details) | Mar. 31, 2020USD ($) |
Extended warranty service | $ 70,000 |
2020 [Member] | |
Extended warranty service | 28,000 |
2021 [Member] | |
Extended warranty service | $ 42,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Principles Policies - Schedule of Customer Concentration Risk Percentage (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Top Five Customers [Member] | Revenue [Member] | |||
Concentration credit risk percentage | 68.00% | 73.00% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||
Concentration credit risk percentage | 77.00% | 83.00% | |
Federal Agencies [Member] | Revenue [Member] | |||
Concentration credit risk percentage | 6.00% | 18.00% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||
Concentration credit risk percentage | 4.00% | 17.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Principles Policies - Schedule of Computation of Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Net loss attributable to common shareholders | $ (4,278,471) | $ (3,470,982) |
Weighted average common stock shares outstanding | 2,648,039 | 1,723,557 |
Loss per common share - basic and diluted | $ (1.62) | $ (2.01) |
Summary of Significant Accou_10
Summary of Significant Accounting Principles Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total potentially dilutive shares | 24,253,740 | 16,778,238 |
Stock Options [Member] | ||
Total potentially dilutive shares | 1,393,551 | 366,734 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 3,125,633 | 471,015 |
Common Stock Warrants [Member] | ||
Total potentially dilutive shares | 11,295,764 | 8,380,875 |
Series D Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 25,000 | 25,000 |
Series G Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 26,857 | 26,857 |
Series H Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 33,334 | 33,334 |
Series H2 Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 70,000 | 70,000 |
Series J Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 115,267 | 115,267 |
Series K Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 229,334 | 229,334 |
Series AA Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 7,939,000 | 7,059,822 |
Summary of Significant Accou_11
Summary of Significant Accounting Principles Policies - Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total stock-based compensation expense | $ 241,769 | $ 245,392 |
Cost of Sales [Member] | ||
Total stock-based compensation expense | 7,956 | 8,316 |
Research and Development [Member] | ||
Total stock-based compensation expense | 38,826 | 34,624 |
Selling and Marketing [Member] | ||
Total stock-based compensation expense | 13,936 | 22,119 |
General and Administrative [Member] | ||
Total stock-based compensation expense | $ 181,051 | $ 180,333 |
Summary of Significant Accou_12
Summary of Significant Accounting Principles Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total Financial Assets | $ 166,014 | $ 16,643 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 166,014 | 16,643 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets | ||
Equity Securities [Member] | ||
Total Financial Assets | 166,014 | 16,643 |
Equity Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 166,014 | 16,643 |
Equity Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Total Financial Assets | ||
Equity Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Total Financial Assets |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Operating liability | $ 136,385 | |
Right of use asset leases | 59,178 | $ 76,586 |
Operating lease liability | 59,178 | $ 76,586 |
Medford [Member] | ||
Lease monthly payments | $ 7,130 | |
Lease expire date | Dec. 30, 2020 | |
Lease expiration term | The lease shall be automatically extended for an additional three years unless either party terminates at least six months prior to the expiration of the current lease term. | |
Corporate Office [Member] | ||
Lease monthly payments | $ 6,950 | |
Lease expire date | Dec. 31, 2020 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Required Under Operating Leases (Details) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 126,720 |
Thereafter | |
Total Minimum Payments Required | $ 126,720 |
Convertible Debt and Other De_3
Convertible Debt and Other Debt (Details Narrative) - USD ($) | Feb. 28, 2020 | Oct. 11, 2019 | Oct. 02, 2019 | Sep. 09, 2019 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 13, 2019 | Nov. 15, 2019 |
Proceeds from convertible notes | $ 1,865,500 | $ 1,490,368 | |||||||||
Fair value of common stock, debt discount | 995,615 | ||||||||||
Beneficial conversion feature | 408,608 | ||||||||||
Amortization of debt discount | 312,257 | ||||||||||
Unamortized debt discount | 1,843,315 | $ 619,227 | |||||||||
Gain on extinguishment of debt | (1,136,367) | (40,810) | |||||||||
Proceeds from loan | $ 463,500 | ||||||||||
Issuance of warrants to purchase of common stock shares | 150,000 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
Warrant exercise price per share | $ 3.50 | ||||||||||
Repayments of loan | $ 275,000 | ||||||||||
Issuance of warrants to purchase of common stock shares, value | 185,660 | ||||||||||
Debt discounts attributable to other notes | 312,257 | ||||||||||
Interest expense | 1,571,800 | $ 512,706 | |||||||||
Merchant Lenders [Member] | |||||||||||
Issuance of warrants to purchase of common stock shares | 307,500 | ||||||||||
Warrants expiration period | 3 years | ||||||||||
Warrant exercise price per share | $ 3.50 | ||||||||||
Issuance of warrants to purchase of common stock shares, value | $ 609,143 | ||||||||||
Interest expense | 132,314 | ||||||||||
Merchant Lenders [Member] | Minimum [Member] | |||||||||||
Convertible notes payable | $ 2,500 | ||||||||||
Merchant Lenders [Member] | Maximum [Member] | |||||||||||
Convertible notes payable | $ 10,745 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Loans outstanding | 1,039,583 | ||||||||||
Standstill and Forbearance Agreements [Member] | |||||||||||
Fees amount | $ 556,000 | ||||||||||
Standstill and Forbearance Agreements [Member] | Lenders [Member] | |||||||||||
Convertible promissory notes | $ 2,267,066 | ||||||||||
Merchant Agreements [Member] | Minimum [Member] | |||||||||||
Percentage of annual interest rates | 6.00% | ||||||||||
Merchant Agreements [Member] | Maximum [Member] | |||||||||||
Percentage of annual interest rates | 76.00% | ||||||||||
Convertible Notes [Member] | |||||||||||
Proceeds from convertible notes | $ 1,900,000 | ||||||||||
Convertible debentures term | 12 months | ||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||
Debt conversion price per share | $ 2.50 | ||||||||||
Other Convertible Notes [Member] | |||||||||||
Amortization of debt discount | $ 565,985 | ||||||||||
New Loan [Member] | |||||||||||
Amortization of debt discount | $ 635,000 | ||||||||||
Non-cash expenses for warrants issued | 635,000 | ||||||||||
Debt instrument description | We refinanced certain convertible loans during the quarter ended March 31, 2020 at substantially the same terms for extensions ranging over a period of three to six months. We amortized any remaining unamortized debt discount as of the modification date over the remaining, extended term of the new loans. We applied ASC 470 of modification accounting to the debt instruments which were modified during the quarter or those settled with new notes issued concurrently for the same amounts but different maturity dates. The terms such as the interest rate, prepayment penalties, and default rates will be the same over the new extensions. According to ASC 470, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and will be accounted for as modifications. | ||||||||||
New Loan [Member] | Minimum [Member] | |||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||
Original Debt on Five Loans [Member] | |||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||
Gain on extinguishment of debt | $ 1,136,367 | ||||||||||
Non-Convertible Loans [Member] | Private Investor [Member] | |||||||||||
Convertible debentures term | 1 month | ||||||||||
Percentage of annual interest rates | 2.00% | ||||||||||
Proceeds from loan | $ 966,500 | $ 25,000 | $ 966,500 | ||||||||
Loan amount | $ 691,500 | ||||||||||
Non-Convertible Loans [Member] | Holder [Member] | |||||||||||
Percentage of annual interest rates | 10.00% | ||||||||||
Proceeds from loan | $ 170,000 | ||||||||||
Number of shares issued | 1,200 | ||||||||||
Non-Convertible Loan [Member] | Private Investor [Member] | |||||||||||
Convertible debentures term | 1 year | ||||||||||
Percentage of annual interest rates | 15.00% | ||||||||||
Loan amount | $ 15,000 | ||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | |||||||||||
Loan amount | $ 75,000 | ||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | Minimum [Member] | |||||||||||
Percentage of annual interest rates | 0.00% | ||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | Maximum [Member] | |||||||||||
Percentage of annual interest rates | 15.00% |
Convertible Debt and Other De_4
Convertible Debt and Other Debt - Schedule of Convertible Debts and Outstanding Balances (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | ||
Loan Amount | $ 2,255,350 | ||
Deferred Finance Fees | 15,750 | $ 15,750 | |
Discount for conversion feature and warrants/shares | 408,608 | ||
Convertible Notes [Member] | |||
Outstanding balance with OID | 8,450,415 | ||
Original Issue Discount (OID) | 415,348 | ||
Deferred Finance Fees | 511,800 | ||
Discount for conversion feature and warrants/shares | $ 2,699,825 | ||
Convertible Notes [Member] | Convertible Debt One [Member] | |||
Inception Date | [1] | Feb. 15, 2018 | |
Term | 6 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 115,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | $ 9,000 | ||
Discount for conversion feature and warrants/shares | $ 17,738 | ||
Convertible Notes [Member] | Convertible Debt Two [Member] | |||
Inception Date | May 17, 2018 | ||
Term | 12 months | ||
Loan Amount | $ 380,000 | ||
Outstanding balance with OID | 166,703 | ||
Original Issue Discount (OID) | $ 15,200 | ||
Interest Rate | 8.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 15,200 | ||
Discount for conversion feature and warrants/shares | $ 332,407 | ||
Convertible Notes [Member] | Convertible Debt Three [Member] | |||
Inception Date | [4] | May 30, 2018 | |
Term | 2 months | ||
Loan Amount | $ 150,000 | ||
Outstanding balance with OID | 75,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.5 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 6,870 | ||
Convertible Notes [Member] | Convertible Debt Four [Member] | |||
Inception Date | Jun. 8, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 50,000 | ||
Outstanding balance with OID | 50,000 | ||
Original Issue Discount (OID) | $ 2,500 | ||
Interest Rate | 2.00% | ||
Conversion Price | [3] | $ 7.5 | |
Deferred Finance Fees | $ 2,500 | ||
Discount for conversion feature and warrants/shares | $ 3,271 | ||
Convertible Notes [Member] | Convertible Debt Five [Member] | |||
Inception Date | Jun. 12, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 100,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 2.50% | ||
Conversion Price | [2],[3] | $ 7.5 | |
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Six [Member] | |||
Inception Date | Jun. 16, 2018 | ||
Term | 9 months | ||
Loan Amount | $ 130,000 | ||
Outstanding balance with OID | 79,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Seven [Member] | |||
Inception Date | Jun. 16, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 110,000 | ||
Outstanding balance with OID | 79,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Eight [Member] | |||
Inception Date | Jun. 26, 2018 | ||
Term | 3 months | ||
Loan Amount | $ 150,000 | ||
Outstanding balance with OID | 86,250 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 30,862 | ||
Convertible Notes [Member] | Convertible Debt Nine [Member] | |||
Inception Date | Jun. 28, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 50,000 | ||
Outstanding balance with OID | 50,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 2.50% | ||
Conversion Price | [2],[3] | $ 7.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 10,518 | ||
Convertible Notes [Member] | Convertible Debt Ten [Member] | |||
Inception Date | Jul. 17, 2018 | ||
Term | 3 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 105,000 | ||
Original Issue Discount (OID) | $ 15,000 | ||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 52,897 | ||
Convertible Notes [Member] | Convertible Debt Eleven [Member] | |||
Inception Date | Jul. 19, 2018 | ||
Term | 12 months | ||
Loan Amount | $ 184,685 | ||
Outstanding balance with OID | 150,000 | ||
Original Issue Discount (OID) | $ 34,685 | ||
Interest Rate | 10.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twelve [Member] | |||
Inception Date | Oct. 19, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 100,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | $ 7.5 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirteen [Member] | |||
Inception Date | Nov. 13, 2018 | ||
Term | 6 months | ||
Loan Amount | $ 200,000 | ||
Outstanding balance with OID | 220,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 168,634 | ||
Convertible Notes [Member] | Convertible Debt Fourteen [Member] | |||
Inception Date | Jan. 2, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 125,000 | ||
Outstanding balance with OID | 97,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 6,250 | ||
Discount for conversion feature and warrants/shares | $ 89,120 | ||
Convertible Notes [Member] | Convertible Debt Fifteen [Member] | |||
Inception Date | Jan. 3, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 50,000 | ||
Outstanding balance with OID | 50,000 | ||
Original Issue Discount (OID) | $ 2,500 | ||
Interest Rate | 24.00% | ||
Conversion Price | [3] | $ 7.5 | |
Deferred Finance Fees | $ 2,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Sixteen [Member] | |||
Inception Date | Feb. 21, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 215,000 | ||
Outstanding balance with OID | 215,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 107,709 | ||
Convertible Notes [Member] | Convertible Debt Seventeen [Member] | |||
Inception Date | Feb. 22, 2019 | ||
Term | 9 months | ||
Loan Amount | $ 115,563 | ||
Outstanding balance with OID | 115,562 | ||
Original Issue Discount (OID) | $ 8,063 | ||
Interest Rate | 7.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 2,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Eighteen [Member] | |||
Inception Date | Mar. 18, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 100,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.5 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 10,762 | ||
Convertible Notes [Member] | Convertible Debt Nineteen [Member] | |||
Inception Date | Jun. 4, 2019 | ||
Term | 9 months | ||
Loan Amount | $ 500,000 | ||
Outstanding balance with OID | 500,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 8.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 40,500 | ||
Discount for conversion feature and warrants/shares | $ 70,631 | ||
Convertible Notes [Member] | Convertible Debt Twenty [Member] | |||
Inception Date | May 28, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 115,500 | ||
Outstanding balance with OID | 115,500 | ||
Original Issue Discount (OID) | $ 5,500 | ||
Interest Rate | 8.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 33,531 | ||
Convertible Notes [Member] | Convertible Debt Twenty One [Member] | |||
Inception Date | Apr. 30, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 105,000 | ||
Outstanding balance with OID | 105,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | $ 3,286 | ||
Convertible Notes [Member] | Convertible Debt Twenty Three [Member] | |||
Inception Date | Jun. 19, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 105,000 | ||
Outstanding balance with OID | 105,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | $ 2,646 | ||
Convertible Notes [Member] | Convertible Debt Twenty Four [Member] | |||
Inception Date | Apr. 19, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 118,800 | ||
Outstanding balance with OID | 88,800 | ||
Original Issue Discount (OID) | $ 8,800 | ||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 3,000 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty Five [Member] | |||
Inception Date | Apr. 10, 2019 | ||
Term | 3 months | ||
Loan Amount | $ 75,000 | ||
Outstanding balance with OID | 86,250 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 61,091 | ||
Convertible Notes [Member] | Convertible Debt Twenty Six [Member] | |||
Inception Date | May 20, 2019 | ||
Term | 3 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 100,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 13,439 | ||
Convertible Notes [Member] | Convertible Debt Twenty Seven [Member] | |||
Inception Date | Jun. 7, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 125,000 | ||
Outstanding balance with OID | 125,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2],[3] | $ 7.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 18,254 | ||
Convertible Notes [Member] | Convertible Debt Twenty Eight [Member] | |||
Inception Date | Jul. 1, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 107,500 | ||
Outstanding balance with OID | 107,500 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 7,500 | ||
Discount for conversion feature and warrants/shares | $ 85,791 | ||
Convertible Notes [Member] | Convertible Debt Twenty Nine [Member] | |||
Inception Date | Jul. 8, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 65,000 | ||
Outstanding balance with OID | 65,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 8,500 | ||
Discount for conversion feature and warrants/shares | $ 4,376 | ||
Convertible Notes [Member] | Convertible Debt Thirty [Member] | |||
Inception Date | Jul. 29, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 250,000 | ||
Outstanding balance with OID | 250,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 36,835 | ||
Convertible Notes [Member] | Convertible Debt Thirty One [Member] | |||
Inception Date | Jul. 19, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 115,000 | ||
Outstanding balance with OID | 115,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 5,750 | ||
Discount for conversion feature and warrants/shares | $ 15,460 | ||
Convertible Notes [Member] | Convertible Debt Thirty Two [Member] | |||
Inception Date | Jul. 19, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 130,000 | ||
Outstanding balance with OID | 130,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 6.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 6,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Three [Member] | |||
Inception Date | Aug. 6, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 108,000 | ||
Outstanding balance with OID | 108,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 11,000 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Four [Member] | |||
Inception Date | Aug. 14, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 50,000 | ||
Outstanding balance with OID | 50,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 2.00% | ||
Conversion Price | [3] | $ 7.5 | |
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Five [Member] | |||
Inception Date | [5] | Sep. 11, 2019 | |
Term | 12 months | ||
Loan Amount | $ 50,000 | ||
Outstanding balance with OID | 50,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 6,500 | ||
Discount for conversion feature and warrants/shares | $ 3,823 | ||
Convertible Notes [Member] | Convertible Debt Thirty Six [Member] | |||
Inception Date | Sep. 27, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 78,750 | ||
Outstanding balance with OID | 78,750 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 3,750 | ||
Discount for conversion feature and warrants/shares | $ 13,759 | ||
Convertible Notes [Member] | Convertible Debt Thirty Seven [Member] | |||
Inception Date | Oct. 24, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 103,000 | ||
Outstanding balance with OID | 103,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 8.00% | ||
Conversion Price | [6] | $ 2.5 | |
Deferred Finance Fees | $ 3,000 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Eight [Member] | |||
Inception Date | Oct. 24, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 78,750 | ||
Outstanding balance with OID | 78,750 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 3,750 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Thirty Nine [Member] | |||
Inception Date | Oct. 25, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 105,000 | ||
Outstanding balance with OID | 105,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 8.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Forty [Member] | |||
Inception Date | Oct. 30, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 250,000 | ||
Outstanding balance with OID | 250,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 8.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 12,500 | ||
Discount for conversion feature and warrants/shares | $ 5,964 | ||
Convertible Notes [Member] | Convertible Debt Forty One [Member] | |||
Inception Date | Nov. 1, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 270,000 | ||
Outstanding balance with OID | 270,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 6.00% | ||
Conversion Price | [2] | $ 2.5 | |
Deferred Finance Fees | $ 13,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Forty Two [Member] | |||
Inception Date | Oct. 8, 2019 | ||
Term | 6 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 100,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 4.00% | ||
Conversion Price | $ 7.5 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 5,725 | ||
Convertible Notes [Member] | Convertible Debt Forty Three [Member] | |||
Inception Date | Nov. 15, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 385,000 | ||
Outstanding balance with OID | 385,000 | ||
Original Issue Discount (OID) | $ 35,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 35,000 | ||
Discount for conversion feature and warrants/shares | $ 90,917 | ||
Convertible Notes [Member] | Convertible Debt Forty four [Member] | |||
Inception Date | Dec. 4, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 495,000 | ||
Outstanding balance with OID | 495,000 | ||
Original Issue Discount (OID) | $ 45,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 45,000 | ||
Discount for conversion feature and warrants/shares | $ 56,387 | ||
Convertible Notes [Member] | Convertible Debt Forty Five [Member] | |||
Inception Date | Dec. 20, 2019 | ||
Term | 12 months | ||
Loan Amount | $ 275,000 | ||
Outstanding balance with OID | 275,000 | ||
Original Issue Discount (OID) | $ 25,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 25,000 | ||
Discount for conversion feature and warrants/shares | $ 40,601 | ||
Convertible Notes [Member] | Convertible Debt Forty Six [Member] | |||
Inception Date | Jan. 2, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 330,000 | ||
Outstanding balance with OID | 330,000 | ||
Original Issue Discount (OID) | $ 30,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 91,606 | ||
Convertible Notes [Member] | Convertible Debt Forty Seven [Member] | |||
Inception Date | Jan. 23, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 247,500 | ||
Outstanding balance with OID | 247,500 | ||
Original Issue Discount (OID) | $ 22,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 22,500 | ||
Discount for conversion feature and warrants/shares | $ 89,707 | ||
Convertible Notes [Member] | Convertible Debt Forty Eight [Member] | |||
Inception Date | Jan. 29, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 363,000 | ||
Outstanding balance with OID | 363,000 | ||
Original Issue Discount (OID) | $ 33,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 33,000 | ||
Discount for conversion feature and warrants/shares | $ 297,000 | ||
Convertible Notes [Member] | Convertible Debt Forty Nine [Member] | |||
Inception Date | Feb. 12, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 275,000 | ||
Outstanding balance with OID | 275,000 | ||
Original Issue Discount (OID) | $ 25,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 25,000 | ||
Discount for conversion feature and warrants/shares | $ 225,000 | ||
Convertible Notes [Member] | Convertible Debt Fifty [Member] | |||
Inception Date | Feb. 19, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 165,000 | ||
Outstanding balance with OID | 165,000 | ||
Original Issue Discount (OID) | $ 15,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 135,000 | ||
Convertible Notes [Member] | Convertible Debt Fifty One [Member] | |||
Inception Date | Mar. 5, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 115,000 | ||
Outstanding balance with OID | 115,000 | ||
Original Issue Discount (OID) | $ 15,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 46,231 | ||
Convertible Notes [Member] | Convertible Debt Fifty Two [Member] | |||
Inception Date | Mar. 11, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 330,000 | ||
Outstanding balance with OID | 330,000 | ||
Original Issue Discount (OID) | $ 30,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 232,810 | ||
Convertible Notes [Member] | Convertible Debt Fifty Three [Member] | |||
Inception Date | Mar. 13, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 165,000 | ||
Outstanding balance with OID | 165,000 | ||
Original Issue Discount (OID) | $ 15,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 60,705 | ||
Convertible Notes [Member] | Convertible Debt Fifty Four [Member] | |||
Inception Date | Mar. 13, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 28,750 | ||
Outstanding balance with OID | 28,750 | ||
Original Issue Discount (OID) | $ 3,750 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 7,825 | ||
Convertible Notes [Member] | Convertible Debt Fifty Five [Member] | |||
Inception Date | Mar. 13, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 125,000 | ||
Outstanding balance with OID | 125,000 | ||
Original Issue Discount (OID) | $ 18,750 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 12,500 | ||
Discount for conversion feature and warrants/shares | $ 29,737 | ||
Convertible Notes [Member] | Convertible Debt Fifty Six [Member] | |||
Inception Date | Mar. 26, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 111,100 | ||
Outstanding balance with OID | 111,100 | ||
Original Issue Discount (OID) | $ 10,100 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.5 | ||
Deferred Finance Fees | $ 10,100 | ||
Discount for conversion feature and warrants/shares | $ 90,900 | ||
[1] | Interest was capitalized and added to the outstanding principal. | ||
[2] | As of March 31, 2020 lender entered into a Standstill and Forbearance agreement (as described below). Loan is convertible at $2.50 until the expiration of the agreement. | ||
[3] | During the quarter ended March 31, 2020 the Company entered into Rate Modification Agreements with these lenders. In these agreements five lenders agreed to reduce their interest rate and were granted the right to convert loans using a variable conversion price if other variable rate lenders converted at a variable rate. | ||
[4] | The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. | ||
[5] | The Company's Chief Executive Officer signed a Confession of Judgement with lenders representing his personal guarantee. | ||
[6] | Note is not convertible at March 31, 2020. |
Convertible Debt and Other De_5
Convertible Debt and Other Debt - Summary of Changes in Convertible Debt, Net of Unamortized Discount (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Balance at January 1, | $ 6,121,338 |
Issuance of convertible debt, face value | 2,255,350 |
Deferred financing cost | (389,850) |
Contingent beneficial conversion feature on convertible note | (404,608) |
Debt discount from warrants issued with debt | (995,615) |
Payments | (520,500) |
Conversion of debt into equity | (25,000) |
Accretion of interest and amortization of debt discount to interest expense | 565,985 |
Balance at March 31, | 6,607,100 |
Less: current portion | 6,607,100 |
Convertible debt, long-term portion |
Convertible Debt and Other De_6
Convertible Debt and Other Debt - Schedule of Merchant Agreements (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Purchase Price | $ 1,400,000 | $ 1,400,000 |
Purchased Amount | 1,919,525 | 1,919,525 |
Outstanding Balance | 1,039,583 | 1,082,435 |
Daily Payment | 10,745 | 10,745 |
Deferred Finance Fees | $ 15,750 | $ 15,750 |
Merchant Agreements One [Member] | ||
Inception Date | Aug. 5, 2019 | Aug. 5, 2019 |
Purchase Price | $ 600,000 | $ 600,000 |
Purchased Amount | 816,000 | 816,000 |
Outstanding Balance | 384,621 | 421,024 |
Daily Payment | 4,533 | 4,533 |
Deferred Finance Fees | $ 6,000 | $ 6,000 |
Merchant Agreements Two [Member] | ||
Inception Date | Aug. 19, 2019 | Aug. 19, 2019 |
Purchase Price | $ 350,000 | $ 350,000 |
Purchased Amount | 479,500 | 479,500 |
Outstanding Balance | 273,510 | 272,315 |
Daily Payment | 2,664 | 2,664 |
Deferred Finance Fees | $ 3,000 | $ 3,000 |
Merchant Agreements Three [Member] | ||
Inception Date | Aug. 23, 2019 | Aug. 23, 2019 |
Purchase Price | $ 175,000 | $ 175,000 |
Purchased Amount | 239,750 | 239,750 |
Outstanding Balance | 117,597 | 132,284 |
Daily Payment | 1,410 | 1,410 |
Deferred Finance Fees | $ 1,750 | $ 1,750 |
Merchant Agreements Four [Member] | ||
Inception Date | Sep. 19, 2019 | Sep. 19, 2019 |
Purchase Price | $ 275,000 | $ 275,000 |
Purchased Amount | 384,275 | 384,275 |
Outstanding Balance | 263,855 | 256,812 |
Daily Payment | 2,138 | 2,138 |
Deferred Finance Fees | $ 5,000 | $ 5,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Dec. 19, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 29, 2015 | Dec. 12, 2013 |
Preferred stock, authorized | 1,000,000 | ||||||
Preferred stock, par value | $ 0.01 | ||||||
Preferred stock, shares issued | 1,000,000 | ||||||
Warrant to purchase shares of common stock | 150,000 | ||||||
Warrant exercise price per share | $ 3.50 | ||||||
Common stock, shares outstanding under the plan | 12,689,315 | 11,289,336 | 8,131,555 | ||||
Outstanding stock options | 2,751 | 417,852 | |||||
Stock options issued | 1,402,730 | 3,600,634 | |||||
Issuance of common stock for to settle accrued liabilities | $ 127,855 | ||||||
Number of common stock value issued for consulting and investor services | $ 168,000 | ||||||
Number of common stock shares issued for debt settlement, value | $ 25,000 | ||||||
Stock Option [Member] | |||||||
Common stock, shares outstanding under the plan | 1,393,551 | 1,396,302 | 366,734 | ||||
Outstanding stock options | 2,751 | 417,852 | |||||
Stock options, exercise price | $ 0.69 | ||||||
Stock options issued | 1,447,420 | ||||||
Options weighted average remaining term | 9 years 5 months 12 days | ||||||
Options currently exercisable | 337,585 | ||||||
Unvested Stock-Based Awards [Member] | |||||||
Total unrecognized compensation cost | $ 650,726 | ||||||
Unvested stock options weighted average period | 1 year 8 months 26 days | ||||||
Closing stock price | $ 2.20 | ||||||
Aggregate intrinsic value of options outstanding and exercisable | $ 494,653 | ||||||
Board of Directors [Member] | |||||||
Outstanding stock options | 380,630 | ||||||
Compensation cost | $ 73,355 | $ 759,469 | |||||
Board of Directors [Member] | Maximum [Member] | |||||||
Stock options, exercise price | $ 3.40 | ||||||
Board of Directors [Member] | Minimum [Member] | |||||||
Stock options, exercise price | $ 0.69 | ||||||
Officers, Employees Contractor and Board [Member] | |||||||
Outstanding stock options | 1,014,240 | ||||||
Accredited Investor [Member] | |||||||
Number of restricted stock issued | 115,021 | ||||||
Number of restricted stock issued during period, value | $ 213,415 | ||||||
Consultants [Member] | |||||||
Issuance of common stock for to settle accrued liabilities | $ 66,500 | ||||||
Issuance of common stock for to settle accrued liabilities, shares | 127,855 | ||||||
2005 Equity Incentive Plan [Member] | |||||||
Warrants exercisable date | Jul. 18, 2018 | ||||||
2013 Equity Incentive Plan [Member] | |||||||
Common stock reserved for stock option plan | 3,000,000 | ||||||
Common stock, shares outstanding under the plan | 1,392,868 | ||||||
2015 Nonqualified Stock Option Plan [Member] | Board of Directors [Member] | |||||||
Common stock reserved for stock option plan | 5,000,000 | ||||||
Restricted Common Stock [Member] | |||||||
Number of restricted stock issued | 34,308 | ||||||
Number of restricted stock issued during period, value | $ 89,721 | ||||||
Restricted Common Stock [Member] | Existing Holders [Member] | |||||||
Number of restricted stock issued | 50,000 | ||||||
Number of restricted stock issued during period, value | $ 168,000 | ||||||
Series A Junior Participating Preferred Stock [Member] | |||||||
Preferred stock, shares issued | |||||||
Number of stock designated | 20,000 | ||||||
Preferred stock, shares outstanding | |||||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | |||||||
Number of stock designated | 313,960 | ||||||
Preferred stock, shares outstanding | |||||||
Series B Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | |||||||
Number of stock designated | 279,256 | ||||||
Preferred stock, shares outstanding | |||||||
Series C Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | |||||||
Number of stock designated | 88,098 | ||||||
Preferred stock, shares outstanding | |||||||
Series D Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 850 | 850 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 300 | 300 | |||||
Number of stock designated | 850 | ||||||
Preferred stock, shares outstanding | 300 | 300 | |||||
Series E Convertible Preferred Stock [Member] | |||||||
Number of stock designated | 500 | ||||||
Series G Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 240,000 | 240,000 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 80,570 | 80,570 | |||||
Number of stock designated | 240,000 | ||||||
Preferred stock, shares outstanding | 80,570 | 80,570 | |||||
Series H Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 10,000 | 10,000 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 10,000 | 10,000 | |||||
Number of stock designated | 10,000 | ||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | |||||
Series H2 Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 21 | 21 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 21 | 21 | |||||
Number of stock designated | 21 | ||||||
Preferred stock, shares outstanding | 21 | 21 | |||||
Series J Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 6,250 | 6,250 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 3,458 | 3,458 | |||||
Number of stock designated | 6,250 | ||||||
Preferred stock, shares outstanding | 3,458 | 3,458 | |||||
Series K Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 15,000 | 15,000 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 6,880 | 6,880 | |||||
Number of stock designated | 15,000 | ||||||
Preferred stock, shares outstanding | 6,880 | 6,880 | |||||
Series AA Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 10,000 | 10,000 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued | 7,939 | 7,939 | |||||
Number of stock designated | 10,000 | ||||||
Preferred stock, shares outstanding | 7,939 | 7,939 | |||||
Series AA Convertible Preferred Stock [Member] | New Convertible Loan [Member] | |||||||
Warrant to purchase shares of common stock | 1,095,230 | ||||||
Common stock, shares outstanding under the plan | 307,500 | ||||||
Fair value of warrants | $ 1,205,010 | ||||||
Debt extension shares | 609,143 | ||||||
Series AA Convertible Preferred Stock and Warrants [Member] | |||||||
Preferred stock, shares issued | |||||||
Preferred stock, shares outstanding | |||||||
Number of common stock shares issued for services | 38,521 | ||||||
Number of common stock value issued for consulting and investor services | $ 60,560 | ||||||
Number of common stock shares issued for debt settlement | 10,000 | ||||||
Number of common stock shares issued for debt settlement, value | $ 25,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Shares, Beginning balance | 11,289,336 | 8,131,555 |
Shares, Granted | 1,402,730 | 3,600,634 |
Shares, Exercised | ||
Shares, Expired | (25,001) | |
Shares, Forfeited | (2,751) | (417,852) |
Shares, Ending balance | 12,689,315 | 11,289,336 |
Exercisable, Beginning balance | 10,148,543 | 7,792,570 |
Exercisable, Ending balance | 11,633,349 | 10,148,543 |
Stock Option [Member] | ||
Shares, Beginning balance | 1,396,302 | 366,734 |
Shares, Granted | 1,447,420 | |
Shares, Exercised | ||
Shares, Expired | ||
Shares, Forfeited | (2,751) | (417,852) |
Shares, Ending balance | 1,393,551 | 1,396,302 |
Weighted average price per share, Beginning balance | $ 0.71 | $ 3.39 |
Weighted average price per share, Granted | 0.81 | |
Weighted average price per share, Exercised | ||
Weighted average price per share, Expired | ||
Weighted average price per share, Forfeited | 3.40 | 3.39 |
Weighted average price per share, Ending balance | $ 0.69 | $ 0.71 |
Warrants [Member] | ||
Shares, Beginning balance | 9,893,034 | 7,764,821 |
Shares, Granted | 1,402,730 | 2,153,214 |
Shares, Exercised | ||
Shares, Expired | (25,001) | |
Shares, Forfeited | ||
Shares, Ending balance | 11,295,764 | 9,893,034 |
Weighted average price per share, Beginning balance | $ 3.52 | $ 3.50 |
Weighted average price per share, Granted | 3.50 | 3.50 |
Weighted average price per share, Exercised | ||
Weighted average price per share, Expired | 14.82 | |
Weighted average price per share, Forfeited | ||
Weighted average price per share, Ending balance | $ 3.50 | $ 3.52 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 27, 2020 | Apr. 30, 2020 | Mar. 13, 2020 | Mar. 05, 2020 | Oct. 30, 2019 | Oct. 24, 2019 | Sep. 11, 2019 | Jul. 08, 2019 | Apr. 30, 2020 | Jun. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 06, 2020 | Jan. 31, 2020 |
Loan amount | $ 2,255,350 | |||||||||||||
Warrants term | 5 years | |||||||||||||
Warrant strike price | $ 3.50 | |||||||||||||
Repayments of convertible loans | $ 885,707 | $ 885,707 | $ 885,707 | $ 885,707 | $ 885,707 | $ 885,707 | $ 520,500 | $ 1,040,185 | ||||||
Number of shares issued, value | $ 25,000 | |||||||||||||
Merchant Lenders [Member] | ||||||||||||||
Warrants term | 3 years | |||||||||||||
Warrant strike price | $ 3.50 | |||||||||||||
Convertible Loans [Member] | Two Lender [Member] | ||||||||||||||
Number of shares issued | 30,000 | |||||||||||||
Subsequent Event [Member] | Series AA Preferred Stock with Warrants [Member] | ||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||
Proceeds from sale of convertible preferred stock | $ 120,000 | |||||||||||||
Warrants to purchase common stock | 3.50 | 3.50 | ||||||||||||
Number of shares issued, value | $ 110,000 | |||||||||||||
Subsequent Event [Member] | Warrants [Member] | ||||||||||||||
Loan term | 10 years | |||||||||||||
Non option exceriable | $ 48,000 | |||||||||||||
Subsequent Event [Member] | Common Stock Settle [Member] | ||||||||||||||
Loan amount | $ 314,706 | $ 314,706 | ||||||||||||
Number of shares issued | 96,041 | |||||||||||||
Number of shares issued, value | $ 786,766 | |||||||||||||
Convertible loan interest and fees | 240,102 | |||||||||||||
Subsequent Event [Member] | Lenders [Member] | Forbearance Agreements [Member] | ||||||||||||||
Convertible promissory note principal amount | $ 2,900,000 | |||||||||||||
Incurred fees | $ 275,000 | |||||||||||||
Subsequent Event [Member] | Merchant Lenders [Member] | ||||||||||||||
Warrants term | 3 years | |||||||||||||
Number of warrants shares issued | 187,500 | |||||||||||||
Warrant strike price | $ 3.50 | |||||||||||||
Reduction in value of daily payment | $ 2,500 | |||||||||||||
Reduction in value of daily payment | $ 7,670 | |||||||||||||
Subsequent Event [Member] | Convertible Loans [Member] | ||||||||||||||
Number of shares converted | 2.50 | |||||||||||||
Loan amount | $ 2,940,000 | $ 2,940,000 | ||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||
Warrants term | 1 year | 1 year | ||||||||||||
Number of warrants shares issued | 1,175,340 | 1,175,340 | ||||||||||||
Warrant strike price | $ 3.50 | $ 3.50 | ||||||||||||
Debt instrument term, description | The Cannaworx loans have one year terms and interest (12% for a $325,000 note and 18% for a $250,000 note) is only payable upon an event of default. | |||||||||||||
Short term borrowing | $ 377,039 | $ 377,039 | ||||||||||||
Subsequent Event [Member] | Two Loans [Member] | Merger Partner [Member] | ||||||||||||||
Loans payable | $ 575,000 | 575,000 | ||||||||||||
Subsequent Event [Member] | Seven Convertible Loans [Member] | ||||||||||||||
Repayments of convertible loans | $ 885,707 | |||||||||||||
Subsequent Event [Member] | Payroll Protection Program [Member] | ||||||||||||||
Debt interest rate | 1.00% | 1.00% | ||||||||||||
Short term borrowing | $ 377,039 | $ 377,039 | ||||||||||||
Loan term | 2 years | |||||||||||||
Subsequent Event [Member] | Vendor for Services Rendered [Member] | ||||||||||||||
Number of shares issued | 25,000 | |||||||||||||
Number of shares issued, value | $ 10,000 |