Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PRESSURE BIOSCIENCES INC | |
Entity Central Index Key | 0000830656 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 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 | 3,884,825 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 94,752 | $ 29,625 |
Accounts receivable | 330,459 | 229,402 |
Inventories, net of $342,496 reserve at September 30, 2020 and December 31, 2019 | 516,205 | 617,716 |
Loan receivable | 801,250 | |
Prepaid expenses and other current assets | 159,739 | 213,549 |
Total current assets | 1,902,405 | 1,090,292 |
Investment in equity securities | 503,366 | 16,643 |
Property and equipment, net | 18,733 | 55,590 |
Right of use asset leases | 20,958 | 76,586 |
Intangible assets, net | 512,019 | 576,923 |
TOTAL ASSETS | 2,957,481 | 1,816,034 |
CURRENT LIABILITIES | ||
Accounts payable | 706,319 | 815,764 |
Accrued employee compensation | 450,591 | 451,200 |
Accrued professional fees and other | 2,035,252 | 1,658,452 |
Accrued interest | 5,593,508 | 2,949,621 |
Deferred revenue | 47,623 | 23,248 |
Operating lease liability | 20,958 | 76,586 |
Convertible debt, net of unamortized discounts o $4,738,724 and $619,227, respectively | 7,095,113 | 6,121,338 |
Other debt, net of unamortized discounts of $0 and $1,769, respectively | 886,501 | 1,675,667 |
Other related party debt | 105,000 | 81,500 |
Total current liabilities | 16,940,865 | 13,853,376 |
LONG TERM LIABILITIES | ||
Long term debt | 527,039 | |
Deferred revenue | 25,957 | 18,065 |
TOTAL LIABILITIES | 17,493,861 | 13,871,441 |
COMMITMENTS AND CONTINGENCIES (Note 4) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 3,839,256 and 2,549,620 shares issued and outstanding on September 30, 2020 and December 31, 2019 respectively | 38,392 | 25,496 |
Warrants to acquire common stock | 28,207,172 | 22,599,177 |
Additional paid-in capital | 49,079,182 | 44,261,105 |
Accumulated deficit | (91,862,218) | (78,942,277) |
Total stockholders' deficit | (14,536,380) | (12,055,407) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,957,481 | 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 ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories reserve | $ 342,496 | $ 342,496 |
Convertible debt, current unamortized discounts | 3,923,549 | 619,227 |
Other debt, unamortized discounts net | $ 0 | $ 1,769 |
Convertible preferred stock, par value | $ 0.01 | |
Convertible preferred stock, authorized | 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 | 3,839,256 | 2,549,620 |
Common stock, shares outstanding | 3,839,256 | 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 | 7,983 | 7,939 |
Convertible preferred stock, shares outstanding | 7,983 | 7,939 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 533,862 | $ 501,158 | $ 1,055,889 | $ 1,530,061 |
Costs and expenses: | ||||
Cost of products and services | 247,013 | 285,794 | 557,041 | 899,678 |
Research and development | 247,432 | 276,712 | 807,724 | 832,954 |
Selling and marketing | 173,372 | 133,032 | 524,586 | 507,856 |
General and administrative | 684,807 | 874,611 | 2,711,032 | 3,155,800 |
Total operating costs and expenses | 1,352,624 | 1,570,149 | 4,600,383 | 5,396,288 |
Operating loss | (818,762) | (1,068,991) | (3,544,494) | (3,866,227) |
Other (expense) income: | ||||
Interest expense, net | (2,204,593) | (2,124,477) | (5,501,272) | (4,001,711) |
Unrealized gain on investment in equity securities | 140,461 | 486,723 | ||
Loss on extinguishment of liabilities | (395,854) | (185,203) | (3,242,372) | (332,474) |
Other income | 4,674 | 4,400 | ||
Total other expense | (2,459,986) | (2,305,006) | (8,256,921) | (4,329,785) |
Income tax benefit | 217,168 | 217,168 | ||
Net loss | (3,278,748) | (3,156,829) | (11,801,415) | (7,978,844) |
Deemed dividend on beneficial conversion feature | (675,979) | (2,625,710) | ||
Preferred stock dividends | (396,970) | (492,494) | (1,118,526) | (1,268,593) |
Net loss attributable to common stockholders | $ (3,675,718) | $ (4,325,302) | $ (12,919,941) | $ (11,873,147) |
Basic and diluted net loss per share attributable to common stockholders | $ (1.02) | $ (2.20) | $ (4.22) | $ (6.29) |
Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation | 3,612,958 | 1,967,872 | 3,059,095 | 1,887,393 |
Products, Services, Other [Member] | ||||
Revenue: | ||||
Total revenue | $ 533,862 | $ 501,158 | $ 1,055,889 | $ 1,530,061 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,801,415) | $ (7,978,844) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 55,628 | 43,435 |
Common stock issued for interest and extension fees | 242,350 | |
Depreciation and amortization | 103,424 | 68,849 |
Accretion of interest and amortization of debt discount | 3,454,470 | 886,950 |
Issuance of shares for services rendered | 245,000 | |
Loss on extinguishment of accrued liabilities and debt | 1,036,638 | 332,474 |
Stock-based compensation expense | 373,652 | 722,576 |
Gain on investment in equity securities | (486,723) | |
Common stock issued for services | 87,963 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (101,057) | 63,388 |
Inventories | 101,511 | 51,593 |
Prepaid expenses and other assets | 53,810 | (177,066) |
Accounts payable | (109,445) | 838,278 |
Accrued employee compensation | (609) | (63,434) |
Operating lease liability | (55,628) | (43,435) |
Deferred revenue and other accrued expenses | 3,138,667 | (9,109) |
Net cash used in operating activities | (3,906,764) | (5,019,345) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advance on loan receivable | (801,250) | |
Purchases of property plant and equipment | (1,663) | (28,915) |
Net cash used in investing activities | (802,913) | (28,915) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from Series AA Convertible Preferred Stock | 3,185,100 | |
Net proceeds from convertible debt | 6,977,800 | 4,601,300 |
Net proceeds from non-convertible debt - third party | 990,539 | 2,956,750 |
Net proceeds from non-convertible debt - related party | 38,500 | 239,000 |
Payments on convertible debt | (1,972,007) | (3,705,485) |
Payments on non-convertible debt - related party | (15,000) | (175,000) |
Payments on non-convertible debt | (1,245,028) | (2,021,159) |
Net cash provided by financing activities | 4,774,804 | 5,080,506 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 65,127 | 32,246 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 29,625 | 103,118 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 94,752 | 135,364 |
SUPPLEMENTAL INFORMATION | ||
Interest paid in cash | 530,009 | 2,571,231 |
NON CASH TRANSACTIONS: | ||
Loan extension fees and interest added to principal | 152,552 | 77,500 |
Conversion of debt for Series AA preferred stock | 110,000 | |
Common stock issued for debt settlement | 374,550 | |
Common stock issued to settle accrued liabilities | 127,855 | |
Common stock issued with debt | 147,775 | 226,133 |
Discount from warrants issued with debt | 4,261,055 | |
Common stock issued in lieu of cash for dividend | 221,374 | 190,123 |
Preferred stock dividends | 1,118,526 | 1,268,593 |
Conversion of debt and interest into common stock | 1,830,543 | 342,250 |
Conversion of preferred stock into common stock | 160 | |
Discount due to beneficial conversion feature | 1,353,694 | 451,665 |
Deemed dividend-beneficial conversion feature | $ 2,625,710 |
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 Other Comprehensive Loss [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 | 1,684,184 | |||||
Stock-based compensation | 245,392 | 245,392 | |||||||||||
Series AA preferred stock dividend | (355,610) | (355,610) | |||||||||||
Issuance of common stock for services | $ 500 | 167,500 | 168,000 | ||||||||||
Issuance of common stock 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 | $ 163 | 38,825 | 38,988 | ||||||||||
Common Stock issued for debt extension, shares | 16,350 | ||||||||||||
Common Stock issued with debt | $ 180 | 50,553 | 50,733 | ||||||||||
Common 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 | $ 17,685 | 20,706,539 | 40,640,273 | (68,138,321) | (6,772,741) | ||
Balance, shares at Mar. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,059 | 1,768,492 | |||||
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 | 1,684,184 | |||||
Common stock issued for debt settlement | |||||||||||||
Common Stock issued with debt | $ 385,132 | ||||||||||||
Common Stock issued with debt, shares | 140,937 | ||||||||||||
Net loss | $ (7,978,844) | ||||||||||||
Balance at Sep. 30, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 21,722 | 22,064,307 | 43,263,325 | (74,974,975) | (9,624,529) | ||
Balance, shares at Sep. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,899 | 2,172,163 | |||||
Balance at Mar. 31, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 71 | $ 17,685 | 20,706,539 | 40,640,273 | (68,138,321) | (6,772,741) | ||
Balance, shares at Mar. 31, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,059 | 1,768,492 | |||||
Stock-based compensation | 362,182 | 362,182 | |||||||||||
Series AA preferred stock dividend | (420,489) | (420,489) | |||||||||||
Beneficial conversion feature on Series AA convertible preferred stock | 889,532 | 889,532 | |||||||||||
Deemed dividend-beneficial conversion feature | (889,532) | (889,532) | |||||||||||
Preferred Stock offering | $ 5 | 608,852 | 538,062 | 1,146,919 | |||||||||
Preferred Stock offering, shares | 459 | ||||||||||||
Offering costs for issuance of preferred stock | 131,251 | (245,870) | (114,619) | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind | $ 425 | 151,568 | 151,993 | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind, shares | 42,456 | ||||||||||||
Conversion of Series AA convertible preferred stock | |||||||||||||
Common Stock issued for debt extension | $ 490 | 125,418 | 125,908 | ||||||||||
Common Stock issued for debt extension, shares | 49,027 | ||||||||||||
Common Stock issued with debt | $ 296 | 105,293 | 105,589 | ||||||||||
Common Stock issued with debt, shares | 29,641 | ||||||||||||
Net loss | (2,766,842) | (2,766,842) | |||||||||||
Balance at Jun. 30, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 76 | $ 18,896 | 21,446,642 | 41,676,926 | (71,325,652) | (8,182,100) | ||
Balance, shares at Jun. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,518 | 1,889,616 | |||||
Stock-based compensation | 115,002 | 115,002 | |||||||||||
Series AA preferred stock dividend | (492,494) | (492,494) | |||||||||||
Issuance of common stock for services | $ 250 | 76,750 | 77,000 | ||||||||||
Issuance of common stock for services, shares | 25,000 | ||||||||||||
Beneficial conversion feature limited to Gross Proceeds | 675,979 | 675,979 | |||||||||||
Deemed dividend-beneficial conversion feature | (675,979) | (675,979) | |||||||||||
Preferred Stock offering | $ 4 | 511,739 | 480,257 | 992,000 | |||||||||
Preferred Stock offering, shares | 397 | ||||||||||||
Offering costs for issuance of preferred stock | 105,926 | (205,126) | (99,200) | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind | $ 195 | 37,935 | 38,130 | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind, shares | 19,454 | ||||||||||||
Conversion of Series AA convertible preferred stock | $ 0 | $ 160 | (160) | 0 | |||||||||
Common Stock issued with debt | $ 225 | 58,509 | 58,734 | ||||||||||
Common Stock issued with debt, shares | 22,483 | ||||||||||||
Conversion of debt and interest for common stock | $ 1,200 | 341,050 | 342,250 | ||||||||||
Conversion of debt and interest for common stock, shares | 120,000 | ||||||||||||
Common Stock/Warrants issued for debt extension | $ 796 | 230,517 | 231,313 | ||||||||||
Common Stock/Warrants issued for debt extension, shares | 79,610 | ||||||||||||
Beneficial conversion feature on convertible debt | 451,665 | 451,665 | |||||||||||
Net loss | (3,156,829) | (3,156,829) | |||||||||||
Balance at Sep. 30, 2019 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 21,722 | 22,064,307 | 43,263,325 | (74,974,975) | (9,624,529) | ||
Balance, shares at Sep. 30, 2019 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,899 | 2,172,163 | |||||
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 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 | ||||||||||||
Issuance of common stock for settle accrued liabilities | $ 665 | $ 127,190 | $ 127,855 | ||||||||||
Issuance of common stock for settle accrued liabilities, shares | 66,500 | ||||||||||||
Common stock issued for debt settlement | $ 100 | 24,900 | 25,000 | ||||||||||
Common stock issued for debt settlement, shares | 10,000 | ||||||||||||
Warrants issued with debt | 1,205,010 | 1,205,010 | |||||||||||
Warrants issued for debt extension | 609,143 | 609,143 | |||||||||||
Net loss | (3,953,885) | (3,953,855) | |||||||||||
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 | |||||
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 | |||||
Common stock issued for debt settlement | 374,550 | ||||||||||||
Net loss | (11,801,415) | ||||||||||||
Balance at Sep. 30, 2020 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 38,392 | 28,207,172 | 49,079,182 | (91,862,218) | (14,536,380) | ||
Balance, shares at Sep. 30, 2020 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,983 | 3,839,256 | |||||
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 | |||||
Stock-based compensation | 65,341 | 65,341 | |||||||||||
Series AA preferred stock dividend | (396,970) | (396,970) | |||||||||||
Issuance of common stock for services | $ 250 | 87,713 | 87,963 | ||||||||||
Issuance of common stock for services, shares | 25,000 | ||||||||||||
Issuance of Common Stock for Dividends Paid-in-kind | $ 644 | 176,104 | 176,748 | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind, shares | 64,388 | ||||||||||||
Warrants issued with debt | 1,753,683 | 1,753,683 | |||||||||||
Warrants issued for debt extension | 360,602 | 360,602 | |||||||||||
Conversion of debt and interest for common stock | $ 4,107 | 1,288,542 | 1,292,649 | ||||||||||
Conversion of debt and interest for common stock, shares | 410,746 | ||||||||||||
Issuance of common stock for interest paid-in-kind | $ 425 | 98,799 | 99,224 | ||||||||||
Issuance of common stock for interest paid-in-kind, shares | 42,510 | ||||||||||||
Net loss | (4,568,782) | (4,568,782) | |||||||||||
Balance at Jun. 30, 2020 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 32,072 | 26,527,615 | 47,413,735 | (88,186,500) | (14,211,986) | ||
Balance, shares at Jun. 30, 2020 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,939 | 3,207,285 | |||||
Stock-based compensation | 66,542 | 66,542 | |||||||||||
Series AA preferred stock dividend | (396,970) | (396,970) | |||||||||||
Common stock issued for debt settlement | $ 1,788 | 347,762 | 349,550 | ||||||||||
Common stock issued for debt settlement, shares | 178,778 | ||||||||||||
Issuance of Common Stock for Dividends Paid-in-kind | $ 232 | 44,394 | 44,626 | ||||||||||
Issuance of Common Stock for Dividends Paid-in-kind, shares | 23,130 | ||||||||||||
Conversion of Series AA convertible preferred stock | 38,783 | 71,217 | 110,000 | ||||||||||
Common Stock issued with debt | $ 850 | 146,925 | 147,775 | ||||||||||
Common Stock issued with debt, shares | 85,000 | ||||||||||||
Warrants issued with debt | 1,302,362 | 1,302,362 | |||||||||||
Warrants issued for debt extension | 338,412 | 338,412 | |||||||||||
Conversion of debt and interest for common stock | $ 2,990 | 534,904 | 537,894 | ||||||||||
Conversion of debt and interest for common stock, shares | 299,042 | ||||||||||||
Common Stock/Warrants issued for debt extension | |||||||||||||
Common Stock/Warrants issued for debt extension, shares | |||||||||||||
Issuance of common stock for interest paid-in-kind | $ 460 | 82,106 | 82,566 | ||||||||||
Issuance of common stock for interest paid-in-kind, shares | 46,021 | ||||||||||||
Net loss | (3,278,748) | (3,278,748) | |||||||||||
Balance at Sep. 30, 2020 | $ 3 | $ 806 | $ 100 | $ 35 | $ 68 | $ 80 | $ 38,392 | $ 28,207,172 | $ 49,079,182 | $ (91,862,218) | $ (14,536,380) | ||
Balance, shares at Sep. 30, 2020 | 300 | 80,570 | 10,000 | 21 | 3,458 | 6,880 | 7,983 | 3,839,256 |
Business Overview, Liquidity an
Business Overview, Liquidity and Management Plans | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview, Liquidity and Management Plans | 1) Business Overview, Liquidity and Management Plans 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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 debt and equity capital in the past and as described in Notes 6 and 7. In addition we raised debt and equity capital after September 30, 2020 as described in Note 8. 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 Policies | 9 Months Ended |
Sep. 30, 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. 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. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity. The standard is effective for interim and annual periods beginning after December 15, 2023 for the Company. 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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2020 2019 2020 2019 North America $ 387 $ 381 $ 694 $ 973 Europe 2 9 6 103 Asia 145 111 356 454 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Major products/services lines 2020 2019 2020 2019 Hardware $ 313 $ 186 $ 569 $ 571 Consumables 49 112 156 265 Contract research services 84 149 128 498 Sample preparation accessories 40 19 98 61 Technical support/extended service contracts 33 25 69 93 Shipping and handling 11 8 26 27 Other 4 2 10 15 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Timing of revenue recognition 2020 2019 2020 2019 Products transferred at a point in time $ 417 $ 326 $ 859 $ 939 Services transferred over time 117 175 197 591 $ 534 $ 501 $ 1,056 $ 1,530 Contract balances In thousands of US dollars ($) September 30, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ $ 330 $ 229 Contract liabilities (deferred revenue) 74 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 2022 Total Extended warranty service $ 48 26 - $ 74 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 and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, 2020 2019 Top Five Customers 59 % 56 % Federal Agencies 2 % 12 % For the Nine Months Ended September 30, 2020 2019 Top Five Customers 36 % 41 % Federal Agencies 3 % 13 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2020 December 31, 2019 Top Five Customers 76 % 83 % Federal Agencies 1 % 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 September 30, 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 and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net loss $ (3,278,748 ) $ (3,156,829 ) $ (11,801,415 ) $ (7,978,844 ) Deemed dividend on beneficial conversion feature - (675,979 ) - (2,625,710 ) Preferred stock dividends (396,970 ) (492,494 ) (1,118,526 ) (1,268,593 ) Net loss applicable to common shareholders $ (3,675,718 ) $ (4,325,302 ) $ (12,919,941 ) $ (11,873,147 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 3,612,958 1,967,872 3,059,095 1,887,393 Loss per common share – basic and diluted $ (1.02 ) $ (2.20 ) $ (4.22 ) $ (6.29 ) 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 September 30, 2020 2019 Stock options 1,392,370 409,064 Convertible debt 4,610,868 984,703 Common stock warrants 13,831,497 9,297,034 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,983,000 7,899,422 28,317,527 19,090,015 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 $66,542 and $115,002 for the three months ended September 30, 2020 and 2019, respectively. The Company recognized stock-based compensation expense of $373,652 and $722,576 for the nine months ended September 30, 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 For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Cost of sales $ 5,164 $ 5,468 $ 18,227 $ 25,865 Research and development 26,423 22,464 91,386 107,037 Selling and marketing 6,428 14,520 26,722 65,598 General and administrative 28,527 72,550 237,317 524,076 Total stock-based compensation expense $ 66,542 $ 115,002 $ 373,652 $ 722,576 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 debt and 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 September 30, 2020: Fair value measurements at September 30, 2020 using: September 30, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 503,366 $ 503,366 - - Total Financial Assets $ 503,366 $ 503,366 $ - $ - 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 December 31, 2019 using: December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2020 the Company carries a ROU asset and operating lease liability of $20,958. 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 September 30, 2020: 2020 $ 42,240 Thereafter - Total Minimum Payments Required $ 42,240 |
Loan Receivable
Loan Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Loan Receivable | |
Loan Receivable | 5) Loan Receivable In the nine months ended September 30, 2020, the Company issued three loans for $875,000 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, 18% for a $250,000 note and 18%, for a $300,000 note) is only payable upon an event of default. Cannaworx loans receivable are carried on the Company’s balance sheet net of a $73,750 debt discount. |
Convertible Debt and Other Debt
Convertible Debt and Other Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Other Debt | 6) Convertible Debt and Other Debt Convertible Debt On various dates during the nine months ended September 30, 2020, the Company issued convertible notes for net proceeds of approximately $7.0 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 common stock and warrants to purchase common stock that were fair valued at issuance date. The aggregate relative fair value of common stock issued with the notes of $0.15 million was recorded as a debt discount to be amortized over the term of the notes. The aggregate relative fair value of the warrants issued with the notes of $4.0 million was also 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 $1.4 million 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 qualify for derivative accounting treatment at September 30, 2020. The specific terms of the convertible notes and outstanding balances as of September 30, 2020 are listed in the tables below. Inception Date Term Loan Amount Outstanding balance Original Issue Discount (OID) Interest Conversion Price Deferred Finance Fees Discount for conversion feature and warrants/ May 17, 2018 (2) 12 months $ 380,000 $ 166,703 $ 15,200 8 % $ 2.50 $ 15,200 $ 332,407 June 8, 2018 (1) (4) 6 months $ 50,000 $ 50,000 $ 2,500 2 % $ 7.50 $ 2,500 $ 3,271 June 16, 2018 (2) 9 months $ 110,000 $ 79,000 $ - 5 % $ 2.50 $ - $ - July 17, 2018 (1) (3) (4) 3 months $ 100,000 $ 56,250 $ 15,000 5 % $ 2.50 $ - $ 52,897 October 19, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.50 $ - $ - November 13, 2018 (1) (3) (4) 6 months $ 200,000 $ 220,000 $ - 5 % $ 2.50 $ - $ 168,634 January 3, 2019 (4) 6 months $ 50,000 $ 50,000 $ 2,500 24 % $ 7.50 $ 2,500 $ - February 21, 2019 (2) 12 months $ 215,000 $ 215,000 $ - 4 % $ 2.50 $ 15,000 $ 107,709 March 18, 2019 (1) 6 months $ 100,000 $ 100,000 $ - 4 % $ 7.50 $ - $ 10,762 June 4, 2019 (2) 9 months $ 500,000 $ 302,484 $ - 8 % $ 2.50 $ 40,500 $ 70,631 June 19, 2019 (2) 12 months $ 105,000 $ 105,000 $ - 4 % $ 2.50 $ 5,000 $ 2,646 May 20, 2019 (1) (4) 3 months $ 100,000 $ 100,000 $ - 5 % $ 2.50 $ - $ 13,439 June 7, 2019 (1) 6 months $ 125,000 $ 110,000 $ - 5 % $ 7.50 $ - $ 18,254 July 1, 2019 (2) 12 months $ 107,500 $ 107,500 $ - 4 % $ 2.50 $ 7,500 $ 85,791 July 19, 2019 (2) 12 months $ 115,000 $ 115,000 $ - 4 % $ 2.50 $ 5,750 $ 15,460 July 19, 2019 (2) 12 months $ 130,000 $ 130,000 $ - 6 % $ 2.50 $ 6,500 $ - August 14, 2019 (1) 6 months $ 50,000 $ 50,000 $ - 2 % $ 7.50 $ - $ - September 27,2019 (2) 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ 13,759 October 24, 2019 (2) 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ - November 1, 2019 (2) 12 months $ 270,000 $ 270,000 $ - 6 % $ 2.50 $ 13,500 $ - November 15, 2019 12 months $ 385,000 $ 385,000 $ 35,000 10 % $ 2.50 $ 35,000 $ 90,917 December 4, 2019 12 months $ 495,000 $ 495,000 $ 45,000 10 % $ 2.50 $ 45,000 $ 56,387 December 20, 2019 12 months $ 275,000 $ 275,000 $ 25,000 10 % $ 2.50 $ 25,000 $ 40,601 January 2, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % $ 2.50 $ 30,000 $ 91,606 January 24, 2020 12 months $ 247,500 $ 247,500 $ 22,500 10 % $ 2.50 $ 22,500 $ 89,707 January 29, 2020 12 months $ 363,000 $ 363,000 $ 33,000 10 % $ 2.50 $ 33,000 $ 297,000 February 12, 2020 12 months $ 275,000 $ 275,000 $ 25,000 10 % $ 2.50 $ 25,000 $ 225,000 February 19, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % $ 2.50 $ 15,000 $ 135,000 March 11, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % $ 2.50 $ 30,000 $ 232,810 March 13, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % $ 2.50 $ 15,000 $ 60,705 March 26, 2020 12 months $ 111,100 $ 111,100 $ 10,100 10 % $ 2.50 $ 10,100 $ 90,900 April 8, 2020 12 months $ 276,100 $ 276,100 $ 25,100 10 % $ 2.50 $ 25,000 $ 221,654 April 17, 2020 12 months $ 143,750 $ 143,750 $ 18,750 10 % $ 2.50 $ - $ 96,208 April 30, 2020 12 months $ 546,250 $ 546,250 $ 71,250 10 % $ 2.50 $ 47,500 $ 427,500 May 6, 2020 12 months $ 460,000 $ 460,000 $ 60,000 10 % $ 2.50 $ 40,000 $ 360,000 May 18, 2020 12 months $ 546,250 $ 546,250 $ 71,250 10 % $ 2.50 $ 35,500 $ 439,500 June 2, 2020 12 months $ 902,750 $ 902,750 $ 117,750 10 % $ 2.50 $ 58,900 $ 708,500 June 12, 2020 12 months $ 57,500 $ 57,500 $ 7,500 10 % $ 2.50 $ 5,000 $ 45,000 June 22, 2020 12 months $ 138,000 $ 138,000 $ 18,000 10 % $ 2.50 $ 12,000 $ 108,000 July 7, 2020 12 months $ 586,500 $ 586,500 $ 76,500 10 % $ 2.50 $ 51,000 $ 400,234 July 17, 2020 12 months $ 362,250 $ 362,250 $ 47,250 10 % $ 2.50 $ 31,500 $ 185,698 July 29, 2020 12 months $ 345,000 $ 345,000 $ 45,000 10 % $ 2.50 $ 30,000 $ 241,245 July 21, 2020 (5) 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ 10,000 $ 24,875 August 14, 2020 12 months $ 762,450 $ 762,450 $ 99,450 10 % $ 2.50 $ 66,300 $ 580,124 September 10, 2020 12 months $ 391,000 $ 391,000 $ 51,000 10 % $ 2.50 $ 34,000 $ 231,043 September 21, 2020 (5) 12 months $ 345,000 $ 345,000 $ 45,000 10 % $ 2.50 $ 30,000 $ 66,375 September 23, 2020 (5) 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ 10,000 $ 20,500 September 25, 2020 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ - $ 19,125 $ 11,833,837 $ 1,119,600 $ 893,750 $ 6,481,874 (1) The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. (2) As of September 30, 2020 the Company and lender have verbally agreed to the extension of the Standstill and Forbearance agreements (as described below). Loan is convertible at $2.50 as of September 30, 2020. (3) Interest was capitalized and added to outstanding principal. (4) During the nine months ended September 30, 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 more than one other variable rate lender converted at a variable rate. (5) The Company has agreed to issue shares of its common stock to lenders if their notes are not repaid by a defined date. As of September 30, 2020 one lender holds approximately $8.7 million of the $11.8 million convertible notes outstanding. For the nine months ended September 30, 2020, the Company recognized amortization expense related to the debt discounts indicated above of $3,100,990. The unamortized debt discounts as of September 30, 2020 related to the convertible debentures and other convertible notes amounted to $4,738,724. 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, April 6, 2020, April 30, 2020, May 15, 2020, May 31, 2020, June 15, 2020, June 30, 2020, July 15, 2020, July 31, 2020, August 15, 2020, August 31, 2020, September 15, 2020 and September 30, 2020 the Company extended these Standstill and Forbearance Agreements until dates ranging from November 16, 2020 to December 31, 2020. For the nine months ended September 30, 2020, the Company incurred fees of approximately $2.1 million to extend the agreements. Convertible Loan Modifications and Extinguishments We refinanced certain convertible loans during the nine months ended September 30, 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. During the nine months ended September 30, 2020 we recorded losses on extinguishment of liabilities of approximately $3.2 million 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 $1,036,638 of non-cash expenses for common stock and warrants issued and writeoffs of any unamortized discount at the date of modification. 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 8,688,150 Deferred financing cost (1,710,350 ) Beneficial conversion feature on convertible note (1,353,694 ) Debt discount from shares and warrants issued with debt (4,156,442 ) Payments (1,972,007 ) Conversion of debt into equity (1,622,872 ) Accretion of interest and amortization of debt discount to interest expense 3,100,990 Balance at September 30, 7,095,113 Less: current portion 7,095,113 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 nine months ended September 30, 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 September 30, 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 nine months ended September 30, 2020, the Company recognized amortization expense related to debt discounts attributable to other notes of $353,480. Merchant Agreements During 2020 we had signed various Merchant Agreements which were secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates ranging from 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 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 On November 15, 2019 the Company and its Merchant lenders agreed to a temporary reduction in the Daily Payment Rate. Subsequently, on January 31, 2020, March 2, 2020 and April 6, 2020 the Company and its Merchant lenders agreed to extend the term of the reduction of its Daily Payment Rate, ultimately to April 30, 2020. The Company issued 495,000 warrants to lenders (valued at $969,745) as compensation for these agreements. The warrants have a three year life and a $3.50 exercise Price. During the nine months ended September 30, 2020 the Company repaid these loans in full for $970,028 in cash, 112,885 shares of common stock (valued at $225,770) and 56,442 warrants that have a three year life and a $3.50 exercise price (valued at $97,654) and the loss incurred from the settlements is $58,476. 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 September 30, 2020 and is currently past due. As of September 30, 2020 we also hold $90,000 of short-term non-convertible loans from related parties. These notes bear interest ranging from 0% to 15% interest and are due upon demand. Long term debt During the nine months ended September 30, 2020, the Company borrowed $527,039 through COVID-19 programs that were sponsored by the United States and administered by the Small Business Administration (the “SBA”). The most notable programs were the Payroll Protection Program (or “PPP”) and the Economic Injury Disaster Loan program (or “EIDL”). The Company’s PPP loan, $377,039, has a two- year term and bears 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. The Company’s EIDL loan, $150,000, accrues interest at 3.75% and requires monthly payments of $731 for principal and interest beginning in June 2021. The balance of the principal will be due in 30 years. In connection with the EIDL loan the Company entered into a security agreement with the SBA, whereby the Company granted the SBA a security interest in all of the Company’s right, title and interest in all of the Company’s assets. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | 7) 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 September 30, 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 September 30, 2020, options to acquire 1,392,370 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 September 30, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $430,979, which is expected to be recognized over weighted average period of 1.57 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 September 30, 2020, based on the September 30, 2020 closing stock price of $1.52, was $445,830. The following table summarizes 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 Exercisable Balance outstanding, December 31, 2019 1,396,302 $ 0.71 9,893,034 $ 3.52 11,289,336 10,148,543 Granted - - 4,212,531 3.50 4,212,531 Exercised - - - - - Expired - - (274,068 ) $ 4.21 (274,068 ) Forfeited (3,932 ) 1.68 - - (3,932 ) Balance outstanding, September 30, 2020 1,392,370 $ 0.69 13,831,497 $ 3.50 15,223,867 14,368,641 As of September 30, 2020, the 1,392,370 stock options outstanding have a $0.69 exercise price and 8.94 weighted average remaining term. Of these options, 537,144 are currently exercisable. Common Stock and Warrant Issuances During the nine months ended September 30, 2020, we issued to Series AA holders 87,518 shares of common stock for dividends totaling of $221,374 issued in stock in lieu of cash. During this period we also issued 1,202,118 shares of restricted common stock at a fair value of $2.8 million to accredited investors and consultants. 709,788 of the shares with a fair value of $1.8 million were issued for conversions of debt principal and interest; 315,830 of the shares with a fair value of $616,900 were issued for debt extensions, settlements and interest payments; 66,500 shares with a fair value of $127,855 were issued to settle an accrued liability; 85,000 shares with a fair value of $147,775 were issued with new convertible debt issuances; and 25,000 shares with a fair value of $87,963 were issued for services rendered. During this period, we also issued 4,168,531 warrants (three-year or five-year term at a $3.50 exercise price) to acquire common stock at a fair value of $5.6 million to lenders in conjunction with signing of new convertible loans and debt extensions and settlement. In this time we also converted $110,000 of debt into 44 shares of Series AA preferred stock and 44,000 warrants to acquire common stock (five-year term and $3.50 exercise price). The relative fair value of warrants is $38,783. For our loan issued July 21, 2020 we are obligated to issue the lesser of 5,000 shares of common stock or .0435% of the outstanding principal in shares every 30 days after September 30, 2020 if the loan remains outstanding. Similarly, for our loan issued September 21, 2020 we are obligated 12,500 shares of common stock or .0362% of the outstanding principal in shares every week after November 16, 2020 if the loan remains outstanding. During the nine months ended September 30, 2019, we issued Series AA holders 61,910 shares of common stock for dividends totaling $190,123 issued in stock in lieu of cash. Of the 61,910 shares issued, 5,432 were issued to members of the Company’s Board of Directors, who are also Series AA holders. During this period shareholders also converted 16 shares of Series AA Convertible Preferred Stock into 16,000 shares of common stock. On various dates during the nine months ended September 30, 2019 we issued a total of 335,069 shares of restricted common stock at a fair value of $953,515 to accredited investors. 140,937 of the shares with a fair value of $385,132 were issued to existing holders of convertible loans who agreed to extend the terms for various months; 74,132 of the shares with a fair value of $226,133 were issued in conjunction with the signing of new convertible loans; and 120,000 shares were issued for the conversion of $342,250 of convertible notes and related interest. During the nine months ended September 30, 2019 we also issued 75,000 shares with a fair value of $245,000 for services rendered. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8) Subsequent Events Effective October 5, 2020 the Company and Cannaworx Holdings, Inc. (CWX) entered into a second amendment to the Company’s binding letter of intent to acquire CWX, extending the execution deadline to October 31, 2020. On November 6, 2020 the Company and CWX entered into a third amendment to the Company’s binding letter of intent to acquire CWX. Pursuant to this amendment the parties extended the completion deadline from October 31, 2020 to December 31, 2020, however the amendment will expire if CWX does not receive $335,000 by November 16, 2020. From October 1, 2020 through November 12, 2020 the Company issued loans convertible into common stock at $2.50 per share for $356,500 (through November 12, 2020 the Company had received proceeds on $241,500 of the loans). The loans carry 10% interest rates and one-year terms. To secure these loans, the Company issued 12,500 shares of common stock and warrants exercisable into 50,600 common shares (five-year life and a $3.50 exercise price). During this period, the Company received $200,000 under a Merchant Agreement secured by second position rights to all customer receipts. Under the terms of this agreement the Company agreed to repay $275,800 through daily payments of $1,724 over eight months. In this time, the Company also repaid a portion of a convertible loan issued July 17,2018 for $25,000 and partially repaid three related party loans for $49,175. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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. |
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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2020 2019 2020 2019 North America $ 387 $ 381 $ 694 $ 973 Europe 2 9 6 103 Asia 145 111 356 454 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Major products/services lines 2020 2019 2020 2019 Hardware $ 313 $ 186 $ 569 $ 571 Consumables 49 112 156 265 Contract research services 84 149 128 498 Sample preparation accessories 40 19 98 61 Technical support/extended service contracts 33 25 69 93 Shipping and handling 11 8 26 27 Other 4 2 10 15 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Timing of revenue recognition 2020 2019 2020 2019 Products transferred at a point in time $ 417 $ 326 $ 859 $ 939 Services transferred over time 117 175 197 591 $ 534 $ 501 $ 1,056 $ 1,530 Contract balances In thousands of US dollars ($) September 30, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ $ 330 $ 229 Contract liabilities (deferred revenue) 74 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 2022 Total Extended warranty service $ 48 26 - $ 74 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 and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, 2020 2019 Top Five Customers 59 % 56 % Federal Agencies 2 % 12 % For the Nine Months Ended September 30, 2020 2019 Top Five Customers 36 % 41 % Federal Agencies 3 % 13 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2020 December 31, 2019 Top Five Customers 76 % 83 % Federal Agencies 1 % 17 % |
Product Supply | 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 September 30, 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 and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net loss $ (3,278,748 ) $ (3,156,829 ) $ (11,801,415 ) $ (7,978,844 ) Deemed dividend on beneficial conversion feature - (675,979 ) - (2,625,710 ) Preferred stock dividends (396,970 ) (492,494 ) (1,118,526 ) (1,268,593 ) Net loss applicable to common shareholders $ (3,675,718 ) $ (4,325,302 ) $ (12,919,941 ) $ (11,873,147 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 3,612,958 1,967,872 3,059,095 1,887,393 Loss per common share – basic and diluted $ (1.02 ) $ (2.20 ) $ (4.22 ) $ (6.29 ) 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 September 30, 2020 2019 Stock options 1,392,370 409,064 Convertible debt 4,610,868 984,703 Common stock warrants 13,831,497 9,297,034 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,983,000 7,899,422 28,317,527 19,090,015 |
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 $66,542 and $115,002 for the three months ended September 30, 2020 and 2019, respectively. The Company recognized stock-based compensation expense of $373,652 and $722,576 for the nine months ended September 30, 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 For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Cost of sales $ 5,163 $ 5,468 $ 18,227 $ 25,865 Research and development 26,424 22,464 91,386 107,037 Selling and marketing 6,428 14,520 26,722 65,598 General and administrative 28,527 72,550 237,317 524,076 Total stock-based compensation expense $ 66,542 $ 115,002 $ 373,652 $ 722,576 |
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 September 30, 2020: Fair value measurements at September 30, 2020 using: September 30, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 503,366 $ 503,366 - - Total Financial Assets $ 503,366 $ 503,366 $ - $ - 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 December 31, 2019 using: December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 ($) Three Months Ended Nine Months Ended Primary geographical markets 2020 2019 2020 2019 North America $ 387 $ 381 $ 694 $ 973 Europe 2 9 6 103 Asia 145 111 356 454 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Major products/services lines 2020 2019 2020 2019 Hardware $ 313 $ 186 $ 569 $ 571 Consumables 49 112 156 265 Contract research services 84 149 128 498 Sample preparation accessories 40 19 98 61 Technical support/extended service contracts 33 25 69 93 Shipping and handling 11 8 26 27 Other 4 2 10 15 $ 534 $ 501 $ 1,056 $ 1,530 Three Months Ended Nine Months Ended Timing of revenue recognition 2020 2019 2020 2019 Products transferred at a point in time $ 417 $ 326 $ 859 $ 939 Services transferred over time 117 175 197 591 $ 534 $ 501 $ 1,056 $ 1,530 |
Schedule of Contract Balances | Contract balances In thousands of US dollars ($) September 30, 2020 December 31, 2019 Receivables, which are included in ‘Accounts Receivable’ $ 330 $ 229 Contract liabilities (deferred revenue) 74 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 2022 Total Extended warranty service $ 48 26 - $ 74 |
Schedule of Customer Concentration Risk Percentage | The following table illustrates the level of concentration as a percentage of total revenues during the three months and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, 2020 2019 Top Five Customers 59 % 56 % Federal Agencies 2 % 12 % For the Nine Months Ended September 30, 2020 2019 Top Five Customers 36 % 41 % Federal Agencies 3 % 13 % The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of September 30, 2020 and December 31, 2019. The Top Five Customers category may include federal agency receivable balances if applicable. September 30, 2020 December 31, 2019 Top Five Customers 76 % 83 % Federal Agencies 1 % 17 % |
Schedule of Computation of Loss Per Share | The following table illustrates our computation of loss per share for the three months and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net loss $ (3,278,748 ) $ (3,156,829 ) $ (11,801,415 ) $ (7,978,844 ) Deemed dividend on beneficial conversion feature - (675,979 ) - (2,625,710 ) Preferred stock dividends (396,970 ) (492,494 ) (1,118,526 ) (1,268,593 ) Net loss applicable to common shareholders $ (3,675,718 ) $ (4,325,302 ) $ (12,919,941 ) $ (11,873,147 ) Denominator for basic and diluted loss per share: Weighted average common stock shares outstanding 3,612,958 1,967,872 3,059,095 1,887,393 Loss per common share – basic and diluted $ (1.02 ) $ (2.20 ) $ (4.22 ) $ (6.29 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | As of September 30, 2020 2019 Stock options 1,392,370 409,064 Convertible debt 4,610,868 984,703 Common stock warrants 13,831,497 9,297,034 Convertible preferred stock: Series D Convertible Preferred Stock 25,000 25,000 Series G Convertible Preferred Stock 26,857 26,857 Series H Convertible Preferred Stock 33,334 33,334 Series H2 Convertible Preferred Stock 70,000 70,000 Series J Convertible Preferred Stock 115,267 115,267 Series K Convertible Preferred Stock 229,334 229,334 Series AA Convertible Preferred Stock 7,983,000 7,899,422 28,317,527 19,090,015 |
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 For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Cost of sales $ 5,163 $ 5,468 $ 18,227 $ 25,865 Research and development 26,424 22,464 91,386 107,037 Selling and marketing 6,428 14,520 26,722 65,598 General and administrative 28,527 72,550 237,317 524,076 Total stock-based compensation expense $ 66,542 $ 115,002 $ 373,652 $ 722,576 |
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 September 30, 2020: Fair value measurements at September 30, 2020 using: September 30, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities $ 503,366 $ 503,366 - - Total Financial Assets $ 503,366 $ 503,366 $ - $ - 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 December 31, 2019 using: December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Equity Securities 16,643 16,643 - - Total Financial Assets $ 16,643 $ 16,643 $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2020: 2020 $ 42,240 Thereafter - Total Minimum Payments Required $ 42,240 |
Convertible Debt and Other De_2
Convertible Debt and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt and Outstanding Balances | The specific terms of the convertible notes and outstanding balances as of September 30, 2020 are listed in the tables below. Inception Date Term Loan Amount Outstanding balance Original Issue Discount (OID) Interest Conversion Price Deferred Finance Fees Discount for conversion feature and warrants/ May 17, 2018 (2) 12 months $ 380,000 $ 166,703 $ 15,200 8 % $ 2.50 $ 15,200 $ 332,407 June 8, 2018 (1) (4) 6 months $ 50,000 $ 50,000 $ 2,500 2 % $ 7.50 $ 2,500 $ 3,271 June 16, 2018 (2) 9 months $ 110,000 $ 79,000 $ - 5 % $ 2.50 $ - $ - July 17, 2018 (1) (3) (4) 3 months $ 100,000 $ 56,250 $ 15,000 5 % $ 2.50 $ - $ 52,897 October 19, 2018 (1) 6 months $ 100,000 $ 100,000 $ - 5 % $ 7.50 $ - $ - November 13, 2018 (1) (3) (4) 6 months $ 200,000 $ 220,000 $ - 5 % $ 2.50 $ - $ 168,634 January 3, 2019 (4) 6 months $ 50,000 $ 50,000 $ 2,500 24 % $ 7.50 $ 2,500 $ - February 21, 2019 (2) 12 months $ 215,000 $ 215,000 $ - 4 % $ 2.50 $ 15,000 $ 107,709 March 18, 2019 (1) 6 months $ 100,000 $ 100,000 $ - 4 % $ 7.50 $ - $ 10,762 June 4, 2019 (2) 9 months $ 500,000 $ 302,484 $ - 8 % $ 2.50 $ 40,500 $ 70,631 June 19, 2019 (2) 12 months $ 105,000 $ 105,000 $ - 4 % $ 2.50 $ 5,000 $ 2,646 May 20, 2019 (1) (4) 3 months $ 100,000 $ 100,000 $ - 5 % $ 2.50 $ - $ 13,439 June 7, 2019 (1) 6 months $ 125,000 $ 110,000 $ - 5 % $ 7.50 $ - $ 18,254 July 1, 2019 (2) 12 months $ 107,500 $ 107,500 $ - 4 % $ 2.50 $ 7,500 $ 85,791 July 19, 2019 (2) 12 months $ 115,000 $ 115,000 $ - 4 % $ 2.50 $ 5,750 $ 15,460 July 19, 2019 (2) 12 months $ 130,000 $ 130,000 $ - 6 % $ 2.50 $ 6,500 $ - August 14, 2019 (1) 6 months $ 50,000 $ 50,000 $ - 2 % $ 7.50 $ - $ - September 27,2019 (2) 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ 13,759 October 24, 2019 (2) 12 months $ 78,750 $ 78,750 $ - 4 % $ 2.50 $ 3,750 $ - November 1, 2019 (2) 12 months $ 270,000 $ 270,000 $ - 6 % $ 2.50 $ 13,500 $ - November 15, 2019 12 months $ 385,000 $ 385,000 $ 35,000 10 % $ 2.50 $ 35,000 $ 90,917 December 4, 2019 12 months $ 495,000 $ 495,000 $ 45,000 10 % $ 2.50 $ 45,000 $ 56,387 December 20, 2019 12 months $ 275,000 $ 275,000 $ 25,000 10 % $ 2.50 $ 25,000 $ 40,601 January 2, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % $ 2.50 $ 30,000 $ 91,606 January 24, 2020 12 months $ 247,500 $ 247,500 $ 22,500 10 % $ 2.50 $ 22,500 $ 89,707 January 29, 2020 12 months $ 363,000 $ 363,000 $ 33,000 10 % $ 2.50 $ 33,000 $ 297,000 February 12, 2020 12 months $ 275,000 $ 275,000 $ 25,000 10 % $ 2.50 $ 25,000 $ 225,000 February 19, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % $ 2.50 $ 15,000 $ 135,000 March 11, 2020 12 months $ 330,000 $ 330,000 $ 30,000 10 % $ 2.50 $ 30,000 $ 232,810 March 13, 2020 12 months $ 165,000 $ 165,000 $ 15,000 10 % $ 2.50 $ 15,000 $ 60,705 March 26, 2020 12 months $ 111,100 $ 111,100 $ 10,100 10 % $ 2.50 $ 10,100 $ 90,900 April 8, 2020 12 months $ 276,100 $ 276,100 $ 25,100 10 % $ 2.50 $ 25,000 $ 221,654 April 17, 2020 12 months $ 143,750 $ 143,750 $ 18,750 10 % $ 2.50 $ - $ 96,208 April 30, 2020 12 months $ 546,250 $ 546,250 $ 71,250 10 % $ 2.50 $ 47,500 $ 427,500 May 6, 2020 12 months $ 460,000 $ 460,000 $ 60,000 10 % $ 2.50 $ 40,000 $ 360,000 May 18, 2020 12 months $ 546,250 $ 546,250 $ 71,250 10 % $ 2.50 $ 35,500 $ 439,500 June 2, 2020 12 months $ 902,750 $ 902,750 $ 117,750 10 % $ 2.50 $ 58,900 $ 708,500 June 12, 2020 12 months $ 57,500 $ 57,500 $ 7,500 10 % $ 2.50 $ 5,000 $ 45,000 June 22, 2020 12 months $ 138,000 $ 138,000 $ 18,000 10 % $ 2.50 $ 12,000 $ 108,000 July 7, 2020 12 months $ 586,500 $ 586,500 $ 76,500 10 % $ 2.50 $ 51,000 $ 400,234 July 17, 2020 12 months $ 362,250 $ 362,250 $ 47,250 10 % $ 2.50 $ 31,500 $ 185,698 July 29, 2020 12 months $ 345,000 $ 345,000 $ 45,000 10 % $ 2.50 $ 30,000 $ 241,245 July 21, 2020 (5) 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ 10,000 $ 24,875 August 14, 2020 12 months $ 762,450 $ 762,450 $ 99,450 10 % $ 2.50 $ 66,300 $ 580,124 September 10, 2020 12 months $ 391,000 $ 391,000 $ 51,000 10 % $ 2.50 $ 34,000 $ 231,043 September 21, 2020 (5) 12 months $ 345,000 $ 345,000 $ 45,000 10 % $ 2.50 $ 30,000 $ 66,375 September 23, 2020 (5) 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ 10,000 $ 20,500 September 25, 2020 12 months $ 115,000 $ 115,000 $ 15,000 10 % $ 2.50 $ - $ 19,125 $ 11,833,837 $ 1,119,600 $ 893,750 $ 6,481,874 (1) The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. (2) As of September 30, 2020 the Company and lender have verbally agreed to the extension of the Standstill and Forbearance agreements (as described below). Loan is convertible at $2.50 as of September 30, 2020. (3) Interest was capitalized and added to outstanding principal. (4) During the nine months ended September 30, 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 more than one other variable rate lender converted at a variable rate. (5) The Company has agreed to issue shares of its common stock to lenders if their notes are not repaid by a defined date. |
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 8,688,150 Deferred financing cost (1,710,350 ) Beneficial conversion feature on convertible note (1,353,694 ) Debt discount from shares and warrants issued with debt (4,156,442 ) Payments (1,972,007 ) Conversion of debt into equity (1,622,872 ) Accretion of interest and amortization of debt discount to interest expense 3,100,990 Balance at September 30, 7,095,113 Less: current portion 7,095,113 Convertible debt, long-term portion $ – |
Schedule of Merchant Agreements | 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) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Concerning Options and Warrants Outstanding and Exercisable | The following table summarizes 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 Exercisable Balance outstanding, December 31, 2019 1,396,302 $ 0.71 9,893,034 $ 3.52 11,289,336 10,148,543 Granted - - 4,212,531 3.50 4,212,531 Exercised - - - - - Expired - - (274,068 ) $ 4.21 (274,068 ) Forfeited (3,932 ) 1.68 - - (3,932 ) Balance outstanding, September 30, 2020 1,392,370 $ 0.69 13,831,497 $ 3.50 15,223,867 14,368,641 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Unrealized gain | $ 140,461 | $ 486,723 | ||
Forfeiture rate | 5.00% | |||
Stock-based compensation expense | 66,542 | $ 115,002 | $ 373,652 | $ 722,576 |
Everest Investments Holdings S.A. [Member] | ||||
Sale of stock number of shares received | 100,250 | |||
Fair value of investment | $ 503,366 | $ 503,366 | ||
Unrealized gain | $ 486,723 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 533,862 | $ 501,158 | $ 1,055,889 | $ 1,530,061 |
Products Transferred at a Point in Time [Member] | ||||
Revenue | 417,000 | |||
Services Transferred Over Time [Member] | ||||
Revenue | 117,000 | |||
Hardware [Member] | ||||
Revenue | 313,000 | 186,000 | 569,000 | 571,000 |
Consumables [Member] | ||||
Revenue | 49,000 | 112,000 | 156,000 | 265,000 |
Contract Research Services [Member] | ||||
Revenue | 84,000 | 149,000 | 128,000 | 498,000 |
Sample Preparation Accessories [Member] | ||||
Revenue | 40,000 | 19,000 | 98,000 | 61,000 |
Technical Support/Extended Service Contracts [Member] | ||||
Revenue | 33,000 | 25,000 | 69,000 | 93,000 |
Shipping and Handling [Member] | ||||
Revenue | 11,000 | 8,000 | 26,000 | 27,000 |
Other [Member] | ||||
Revenue | 4,000 | 2,000 | 10,000 | 15,000 |
Products Transferred at a Point in Time [Member] | ||||
Revenue | 326,000 | 859,000 | 939,000 | |
Services Transferred Over Time [Member] | ||||
Revenue | 175,000 | 197,000 | 591,000 | |
North America [Member] | ||||
Revenue | 387,000 | 381,000 | 694,000 | 973,000 |
Europe [Member] | ||||
Revenue | 2,000 | 9,000 | 6,000 | 103,000 |
Asia [Member] | ||||
Revenue | $ 145,000 | $ 111,000 | $ 356,000 | $ 454,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Contract Balances (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Receivables, which are included in 'Accounts Receivable' | $ 330,000 | $ 229,000 |
Contract liabilities (deferred revenue) | $ 74,000 | $ 41,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Future Related to Performance Obligations (Details) | Sep. 30, 2020USD ($) |
Extended warranty service | $ 74,000 |
2020 [Member] | |
Extended warranty service | 48,000 |
2021 [Member] | |
Extended warranty service | 26,000 |
2022 [Member] | |
Extended warranty service |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Customer Concentration Risk Percentage (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Top Five Customers [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 59.00% | 56.00% | 36.00% | 41.00% | |
Top Five Customers [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 76.00% | 83.00% | |||
Federal Agencies [Member] | Revenue [Member] | |||||
Concentration credit risk percentage | 2.00% | 12.00% | 3.00% | 13.00% | |
Federal Agencies [Member] | Accounts Receivable [Member] | |||||
Concentration credit risk percentage | 1.00% | 17.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Computation of Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ (3,278,748) | $ (4,568,782) | $ (3,953,855) | $ (3,156,829) | $ (2,766,842) | $ (2,055,173) | $ (11,801,415) | $ (7,978,844) |
Deemed dividend on beneficial conversion feature | (675,979) | (2,625,710) | ||||||
Preferred stock dividends | (396,970) | (492,494) | (1,118,526) | (1,268,593) | ||||
Net loss applicable to common shareholders | $ (3,675,718) | $ (4,325,302) | $ (12,919,941) | $ (11,873,147) | ||||
Weighted average common stock shares outstanding | 3,612,958 | 1,967,872 | 3,059,095 | 1,887,393 | ||||
Loss per common share - basic and diluted | $ (1.02) | $ (2.20) | $ (4.22) | $ (6.29) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total potentially dilutive shares | 28,317,527 | 19,090,015 |
Stock Options [Member] | ||
Total potentially dilutive shares | 1,392,370 | 409,064 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 4,610,868 | 984,703 |
Common Stock Warrants [Member] | ||
Total potentially dilutive shares | 13,831,497 | 9,297,034 |
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 | 7,983,000 | 7,899,422 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total stock-based compensation expense | $ 66,542 | $ 115,002 | $ 373,652 | $ 722,576 |
Cost of Sales [Member] | ||||
Total stock-based compensation expense | 5,163 | 5,468 | 18,227 | 25,865 |
Research and Development [Member] | ||||
Total stock-based compensation expense | 26,424 | 22,464 | 91,386 | 107,037 |
Selling and Marketing [Member] | ||||
Total stock-based compensation expense | 6,428 | 14,520 | 26,722 | 65,598 |
General and Administrative [Member] | ||||
Total stock-based compensation expense | $ 28,527 | $ 72,550 | $ 237,317 | $ 524,076 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total Financial Assets | $ 503,366 | $ 16,643 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 503,366 | 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 | 503,366 | 16,643 |
Equity Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Total Financial Assets | 503,366 | 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 ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Operating liability | $ 136,385 | |
Right of use asset leases | 20,958 | $ 76,586 |
Operating lease liability | 20,958 | $ 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) | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 42,240 |
Thereafter | |
Total Minimum Payments Required | $ 42,240 |
Loan Receivable (Details Narrat
Loan Receivable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Loans receivable | $ 801,250 | |
Cannaworx [Member] | ||
Loans receivable | 73,750 | |
Three Loans [Member] | Cannaworx [Member] | ||
Payment of loans | $ 875,000 | |
Debt term | 1 year | |
Loan One [Member] | Cannaworx [Member] | ||
Payment of loans | $ 325,000 | |
Interest rate | 12.00% | |
Loan Two [Member] | Cannaworx [Member] | ||
Payment of loans | $ 250,000 | |
Interest rate | 18.00% | |
Loan Three [Member] | Cannaworx [Member] | ||
Payment of loans | $ 300,000 | |
Interest rate | 18.00% |
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 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 13, 2019 | Nov. 15, 2019 |
Proceeds from convertible notes | $ 6,977,800 | $ 4,601,300 | ||||||||||
Unamortized debt discount | $ 3,923,549 | 3,923,549 | $ 619,227 | |||||||||
Beneficial conversion feature | 1,353,694 | |||||||||||
Gain on extinguishment of debt | (395,854) | $ (185,203) | (3,242,372) | (332,474) | ||||||||
Repayment of notes | 1,972,007 | $ 3,705,485 | ||||||||||
Warrants outstanding | 28,207,172 | 28,207,172 | $ 22,599,177 | |||||||||
United States [Member] | ||||||||||||
Loan amount | $ 527,039 | $ 527,039 | ||||||||||
Lenders [Member] | ||||||||||||
Issuance of warrants to purchase of common stock shares | 691,661 | 691,661 | ||||||||||
Fair value of warrants | $ 1,308,158 | |||||||||||
Merchant Lenders [Member] | ||||||||||||
Issuance of warrants to purchase of common stock | 969,745 | |||||||||||
Issuance of warrants to purchase of common stock shares | 495,000 | |||||||||||
Warrants expiration period | 3 years | |||||||||||
Warrant exercise price per share | $ 3.50 | |||||||||||
Standstill and Forbearance Agreements [Member] | ||||||||||||
Fees amount | $ 2,100,000 | |||||||||||
Standstill and Forbearance Agreements [Member] | Lenders [Member] | ||||||||||||
Convertible promissory notes | $ 2,267,066 | |||||||||||
Merchant Agreements [Member] | Minimum [Member] | ||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||
Merchant Agreements [Member] | Maximum [Member] | ||||||||||||
Interest rate | 76.00% | 76.00% | ||||||||||
Payroll Protection Program [Member] | ||||||||||||
Debt term | 2 years | |||||||||||
Interest rate | 1.00% | 1.00% | ||||||||||
Loan amount | $ 377,039 | $ 377,039 | ||||||||||
Economic Injury Disaster Loan Program [Member] | ||||||||||||
Interest rate | 3.75% | 3.75% | ||||||||||
Loan amount | $ 150,000 | $ 150,000 | ||||||||||
Monthly payments | $ 731 | |||||||||||
Principal balance due description | Interest beginning in June 2021. The balance of the principal will be due in 30 years. | |||||||||||
Convertible Notes [Member] | ||||||||||||
Proceeds from convertible notes | $ 7,000,000 | |||||||||||
Debt term | 12 months | |||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | ||||||||||
Beneficial conversion feature | $ 1,400,000 | |||||||||||
Amortization of debt discount | 3,100,990 | |||||||||||
Convertible Notes [Member] | Common Stock [Member] | ||||||||||||
Unamortized debt discount | $ 150,000 | 150,000 | ||||||||||
Convertible Notes [Member] | Warrants [Member] | ||||||||||||
Unamortized debt discount | 4,000,000 | 4,000,000 | ||||||||||
Convertible Debentures and Other Convertible Notes [Member] | ||||||||||||
Unamortized debt discount | $ 4,738,724 | $ 4,738,724 | ||||||||||
New Loan [Member] | ||||||||||||
Non-cash expenses for warrants issued | 1,036,638 | |||||||||||
Debt instrument description | We refinanced certain convertible loans during the nine months ended September 30, 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] | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||
Original Debt on Five Loans [Member] | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||
Gain on extinguishment of debt | $ 3,200,000 | |||||||||||
Non-Convertible Loans [Member] | ||||||||||||
Issuance of warrants to purchase of common stock | 463,500 | 463,500 | ||||||||||
Issuance of warrants to purchase of common stock shares | 150,000 | 150,000 | ||||||||||
Warrants expiration period | 5 years | 5 years | ||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | ||||||||||
Repayment of notes | $ 275,000 | |||||||||||
Fair value of warrants | 185,660 | |||||||||||
Non-Convertible Loans [Member] | Private Investor [Member] | ||||||||||||
Debt term | 1 month | |||||||||||
Interest rate | 2.00% | |||||||||||
Proceeds from loan | $ 966,500 | $ 25,000 | $ 966,500 | |||||||||
Loan amount | $ 691,500 | 691,500 | ||||||||||
Non-Convertible Loans [Member] | Holder [Member] | ||||||||||||
Interest rate | 10.00% | |||||||||||
Proceeds from loan | $ 170,000 | |||||||||||
Number of shares issued | 1,200 | |||||||||||
Other Notes [Member] | ||||||||||||
Amortization of debt discount | $ 353,480 | |||||||||||
Loans [Member] | ||||||||||||
Issuance of warrants to purchase of common stock shares | 56,442 | 56,442 | ||||||||||
Warrants expiration period | 3 years | 3 years | ||||||||||
Warrant exercise price per share | $ 3.50 | $ 3.50 | ||||||||||
Number of shares issued | 112,885 | |||||||||||
Cash | $ 970,028 | $ 970,028 | ||||||||||
Number of common stock issued | 225,770 | |||||||||||
Warrants outstanding | 97,654 | 97,654 | ||||||||||
Loss from settlements | 58,476 | |||||||||||
Non-Convertible Loan [Member] | Private Investor [Member] | ||||||||||||
Debt term | 1 year | |||||||||||
Interest rate | 15.00% | |||||||||||
Loan amount | $ 15,000 | |||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | ||||||||||||
Loan amount | $ 90,000 | $ 90,000 | ||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | Minimum [Member] | ||||||||||||
Interest rate | 0.00% | 0.00% | ||||||||||
Non-Convertible Loan [Member] | Related Parties [Member] | Maximum [Member] | ||||||||||||
Interest rate | 15.00% | 15.00% |
Convertible Debt and Other De_4
Convertible Debt and Other Debt - Schedule of Convertible Debt and Outstanding Balances (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | ||
Loan Amount | $ 8,688,150 | ||
Deferred Finance Fees | $ 15,750 | ||
Discount for conversion feature and warrants/shares | 1,353,694 | ||
Convertible Notes [Member] | |||
Outstanding balance with OID | 11,833,837 | ||
Original Issue Discount (OID) | 1,119,600 | ||
Deferred Finance Fees | 893,750 | ||
Discount for conversion feature and warrants/shares | $ 6,481,874 | ||
Convertible Notes [Member] | Convertible Debt One [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 15,200 | ||
Discount for conversion feature and warrants/shares | $ 332,407 | ||
Convertible Notes [Member] | Convertible Debt Two [Member] | |||
Inception Date | [2],[3] | 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 | $ 7.50 | ||
Deferred Finance Fees | $ 2,500 | ||
Discount for conversion feature and warrants/shares | $ 3,271 | ||
Convertible Notes [Member] | Convertible Debt Three [Member] | |||
Inception Date | [1] | Jun. 16, 2018 | |
Term | 9 months | ||
Loan Amount | $ 110,000 | ||
Outstanding balance with OID | 79,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Four [Member] | |||
Inception Date | [2],[3],[4],[5] | Jul. 17, 2018 | |
Term | 3 months | ||
Loan Amount | $ 100,000 | ||
Outstanding balance with OID | 56,250 | ||
Original Issue Discount (OID) | $ 15,000 | ||
Interest Rate | 5.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 52,897 | ||
Convertible Notes [Member] | Convertible Debt Five [Member] | |||
Inception Date | [3] | 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 | $ 7.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Six [Member] | |||
Inception Date | [2],[3],[4],[5] | 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 | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 168,634 | ||
Convertible Notes [Member] | Convertible Debt Seven [Member] | |||
Inception Date | [2] | 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 | $ 7.50 | ||
Deferred Finance Fees | $ 2,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Eight [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 107,709 | ||
Convertible Notes [Member] | Convertible Debt Nine [Member] | |||
Inception Date | [3] | 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 | $ 7.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 10,762 | ||
Convertible Notes [Member] | Convertible Debt Ten [Member] | |||
Inception Date | [1] | Jun. 4, 2019 | |
Term | 9 months | ||
Loan Amount | $ 500,000 | ||
Outstanding balance with OID | 302,484 | ||
Original Issue Discount (OID) | |||
Interest Rate | 8.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 40,500 | ||
Discount for conversion feature and warrants/shares | $ 70,631 | ||
Convertible Notes [Member] | Convertible Debt Eleven [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | $ 2,646 | ||
Convertible Notes [Member] | Convertible Debt Twelve [Member] | |||
Inception Date | [2],[3],[4] | 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 | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 13,439 | ||
Convertible Notes [Member] | Convertible Debt Thirteen [Member] | |||
Inception Date | [2],[3],[4] | Jun. 7, 2019 | |
Term | 6 months | ||
Loan Amount | $ 125,000 | ||
Outstanding balance with OID | 110,000 | ||
Original Issue Discount (OID) | |||
Interest Rate | 5.00% | ||
Conversion Price | $ 7.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 18,254 | ||
Convertible Notes [Member] | Convertible Debt Fourteen [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 7,500 | ||
Discount for conversion feature and warrants/shares | $ 85,791 | ||
Convertible Notes [Member] | Convertible Debt Fifteen [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 5,750 | ||
Discount for conversion feature and warrants/shares | $ 15,460 | ||
Convertible Notes [Member] | Convertible Debt Sixteen [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 6,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Seventeen [Member] | |||
Inception Date | [2],[3] | 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 | $ 7.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Eighteen [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 3,750 | ||
Discount for conversion feature and warrants/shares | $ 13,759 | ||
Convertible Notes [Member] | Convertible Debt Nineteen [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 3,750 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty [Member] | |||
Inception Date | [1] | 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 | $ 2.50 | ||
Deferred Finance Fees | $ 13,500 | ||
Discount for conversion feature and warrants/shares | |||
Convertible Notes [Member] | Convertible Debt Twenty One [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 | $ 2.50 | ||
Deferred Finance Fees | $ 35,000 | ||
Discount for conversion feature and warrants/shares | $ 90,917 | ||
Convertible Notes [Member] | Convertible Debt Twenty Two [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 | $ 2.50 | ||
Deferred Finance Fees | $ 45,000 | ||
Discount for conversion feature and warrants/shares | $ 56,387 | ||
Convertible Notes [Member] | Convertible Debt Twenty Three [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 | $ 2.50 | ||
Deferred Finance Fees | $ 25,000 | ||
Discount for conversion feature and warrants/shares | $ 40,601 | ||
Convertible Notes [Member] | Convertible Debt Twenty Four [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 | $ 2.50 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 91,606 | ||
Convertible Notes [Member] | Convertible Debt Twenty Five [Member] | |||
Inception Date | Jan. 24, 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 | $ 2.50 | ||
Deferred Finance Fees | $ 22,500 | ||
Discount for conversion feature and warrants/shares | $ 89,707 | ||
Convertible Notes [Member] | Convertible Debt Twenty Six [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 | $ 2.50 | ||
Deferred Finance Fees | $ 33,000 | ||
Discount for conversion feature and warrants/shares | $ 297,000 | ||
Convertible Notes [Member] | Convertible Debt Twenty Seven [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 | $ 2.50 | ||
Deferred Finance Fees | $ 25,000 | ||
Discount for conversion feature and warrants/shares | $ 225,000 | ||
Convertible Notes [Member] | Convertible Debt Twenty Eight [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 | $ 2.50 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 135,000 | ||
Convertible Notes [Member] | Convertible Debt Twenty Nine [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 | $ 2.50 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 232,810 | ||
Convertible Notes [Member] | Convertible Debt Thirty [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 | $ 2.50 | ||
Deferred Finance Fees | $ 15,000 | ||
Discount for conversion feature and warrants/shares | $ 60,705 | ||
Convertible Notes [Member] | Convertible Debt Thirty One [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 | $ 2.50 | ||
Deferred Finance Fees | $ 10,100 | ||
Discount for conversion feature and warrants/shares | $ 90,900 | ||
Convertible Notes [Member] | Convertible Debt Thirty Two [Member] | |||
Inception Date | Apr. 8, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 276,100 | ||
Outstanding balance with OID | 276,100 | ||
Original Issue Discount (OID) | $ 25,100 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 25,000 | ||
Discount for conversion feature and warrants/shares | $ 221,654 | ||
Convertible Notes [Member] | Convertible Debt Thirty Three [Member] | |||
Inception Date | Apr. 17, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 143,750 | ||
Outstanding balance with OID | 143,750 | ||
Original Issue Discount (OID) | $ 18,750 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 96,208 | ||
Convertible Notes [Member] | Convertible Debt Thirty Four [Member] | |||
Inception Date | Apr. 30, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 546,250 | ||
Outstanding balance with OID | 546,250 | ||
Original Issue Discount (OID) | $ 71,250 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 47,500 | ||
Discount for conversion feature and warrants/shares | $ 427,500 | ||
Convertible Notes [Member] | Convertible Debt Thirty Five [Member] | |||
Inception Date | May 6, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 460,000 | ||
Outstanding balance with OID | 460,000 | ||
Original Issue Discount (OID) | $ 60,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 40,000 | ||
Discount for conversion feature and warrants/shares | $ 360,000 | ||
Convertible Notes [Member] | Convertible Debt Thirty Six [Member] | |||
Inception Date | May 18, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 546,250 | ||
Outstanding balance with OID | 546,250 | ||
Original Issue Discount (OID) | $ 71,250 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 35,500 | ||
Discount for conversion feature and warrants/shares | $ 439,500 | ||
Convertible Notes [Member] | Convertible Debt Thirty Seven [Member] | |||
Inception Date | Jun. 2, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 902,750 | ||
Outstanding balance with OID | 902,750 | ||
Original Issue Discount (OID) | $ 117,750 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 58,900 | ||
Discount for conversion feature and warrants/shares | $ 708,500 | ||
Convertible Notes [Member] | Convertible Debt Thirty Eight [Member] | |||
Inception Date | Jun. 12, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 57,500 | ||
Outstanding balance with OID | 57,500 | ||
Original Issue Discount (OID) | $ 7,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 5,000 | ||
Discount for conversion feature and warrants/shares | $ 45,000 | ||
Convertible Notes [Member] | Convertible Debt Thirty Nine [Member] | |||
Inception Date | Jun. 22, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 138,000 | ||
Outstanding balance with OID | 138,000 | ||
Original Issue Discount (OID) | $ 18,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 12,000 | ||
Discount for conversion feature and warrants/shares | $ 108,000 | ||
Convertible Notes [Member] | Convertible Debt Forty [Member] | |||
Inception Date | Jul. 7, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 586,500 | ||
Outstanding balance with OID | 586,500 | ||
Original Issue Discount (OID) | $ 76,500 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 51,000 | ||
Discount for conversion feature and warrants/shares | $ 400,234 | ||
Convertible Notes [Member] | Convertible Debt Forty One [Member] | |||
Inception Date | Jul. 17, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 362,250 | ||
Outstanding balance with OID | 362,250 | ||
Original Issue Discount (OID) | $ 47,250 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 31,500 | ||
Discount for conversion feature and warrants/shares | $ 185,698 | ||
Convertible Notes [Member] | Convertible Debt Forty Two [Member] | |||
Inception Date | Jul. 29, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 345,000 | ||
Outstanding balance with OID | 345,000 | ||
Original Issue Discount (OID) | $ 45,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 241,245 | ||
Convertible Notes [Member] | Convertible Debt Forty Three [Member] | |||
Inception Date | [6] | Jul. 21, 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 | $ 2.50 | ||
Deferred Finance Fees | $ 10,000 | ||
Discount for conversion feature and warrants/shares | $ 24,875 | ||
Convertible Notes [Member] | Convertible Debt Forty four [Member] | |||
Inception Date | Aug. 14, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 762,450 | ||
Outstanding balance with OID | 762,450 | ||
Original Issue Discount (OID) | $ 99,450 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 66,300 | ||
Discount for conversion feature and warrants/shares | $ 580,124 | ||
Convertible Notes [Member] | Convertible Debt Forty Five [Member] | |||
Inception Date | Sep. 10, 2020 | ||
Term | 12 months | ||
Loan Amount | $ 391,000 | ||
Outstanding balance with OID | 391,000 | ||
Original Issue Discount (OID) | $ 51,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 34,000 | ||
Discount for conversion feature and warrants/shares | $ 231,043 | ||
Convertible Notes [Member] | Convertible Debt Forty Six [Member] | |||
Inception Date | [6] | Sep. 21, 2020 | |
Term | 12 months | ||
Loan Amount | $ 345,000 | ||
Outstanding balance with OID | 345,000 | ||
Original Issue Discount (OID) | $ 45,000 | ||
Interest Rate | 10.00% | ||
Conversion Price | $ 2.50 | ||
Deferred Finance Fees | $ 30,000 | ||
Discount for conversion feature and warrants/shares | $ 66,375 | ||
Convertible Notes [Member] | Convertible Debt Forty Seven [Member] | |||
Inception Date | [6] | Sep. 23, 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 | $ 2.50 | ||
Deferred Finance Fees | $ 10,000 | ||
Discount for conversion feature and warrants/shares | $ 20,500 | ||
Convertible Notes [Member] | Convertible Debt Forty Eight [Member] | |||
Inception Date | Sep. 25, 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 | $ 2.50 | ||
Deferred Finance Fees | |||
Discount for conversion feature and warrants/shares | $ 19,125 | ||
[1] | As of September 30, 2020 the Company and lender have verbally agreed to the extension of the Standstill and Forbearance agreements (as described below). Loan is convertible at $2.50 as of September 30, 2020. | ||
[2] | During the nine months ended September 30, 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 more than one other variable rate lender converted at a variable rate. | ||
[3] | The Note is past due. The Company and the lender are negotiating in good faith to extend the loan. | ||
[4] | As of September 30, 2020 lender entered into a Standstill and Forbearance agreement (as described below). Loan is convertible at $2.50 until the expiration of the agreement. | ||
[5] | Interest was capitalized and added to outstanding principal. | ||
[6] | The Company has agreed to issue shares of its common stock to lenders if their notes are not repaid by a defined date. |
Convertible Debt and Other De_5
Convertible Debt and Other Debt - Summary of Changes in Convertible Debt, Net of Unamortized Discounts (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Balance at January 1, | $ 6,121,338 |
Issuance of convertible debt, face value | 8,688,150 |
Deferred financing cost | (1,710,350) |
Beneficial conversion feature on convertible note | (1,353,694) |
Debt discount from shares and warrants issued with debt | (4,156,442) |
Payments | (1,972,007) |
Conversion of debt into equity | (1,622,872) |
Accretion of interest and amortization of debt discount to interest expense | 3,100,990 |
Balance at September 30, | 7,095,113 |
Less: current portion | 7,095,113 |
Convertible debt, long-term portion |
Convertible Debt and Other De_6
Convertible Debt and Other Debt - Schedule of Merchant Agreements (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Purchase Price | $ 1,400,000 |
Purchased Amount | 1,919,525 |
Outstanding Balance | 1,082,435 |
Daily Payment | 10,745 |
Deferred Finance Fees | $ 15,750 |
Merchant Agreements One [Member] | |
Inception Date | Aug. 5, 2019 |
Purchase Price | $ 600,000 |
Purchased Amount | 816,000 |
Outstanding Balance | 421,024 |
Daily Payment | 4,533 |
Deferred Finance Fees | $ 6,000 |
Merchant Agreements Two [Member] | |
Inception Date | Aug. 19, 2019 |
Purchase Price | $ 350,000 |
Purchased Amount | 479,500 |
Outstanding Balance | 272,315 |
Daily Payment | 2,664 |
Deferred Finance Fees | $ 3,000 |
Merchant Agreements Three [Member] | |
Inception Date | Aug. 23, 2019 |
Purchase Price | $ 175,000 |
Purchased Amount | 239,750 |
Outstanding Balance | 132,284 |
Daily Payment | 1,410 |
Deferred Finance Fees | $ 1,750 |
Merchant Agreements Four [Member] | |
Inception Date | Sep. 19, 2019 |
Purchase Price | $ 275,000 |
Purchased Amount | 384,275 |
Outstanding Balance | 256,812 |
Daily Payment | 2,138 |
Deferred Finance Fees | $ 5,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Nov. 29, 2015 | Dec. 12, 2013 | |
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||
Common stock, shares outstanding under the plan | 15,223,867 | 11,289,336 | 15,223,867 | |||||||
Warrants issued | 4,168,530 | |||||||||
Warrants exercise price | $ 4 | |||||||||
Warrant term | 5 years | |||||||||
Outstanding stock options | 3,932 | |||||||||
Stock issued during the period for conversion of debt principal and interest | $ 709,788 | |||||||||
Stock issued during the period for conversion of debt principal and interest, shares | 1,800,000 | |||||||||
Stock issued during the period conversion of convertible debt | 140,937 | |||||||||
Stock issued during the period conversion of convertible debt, value | $ 147,775 | $ 58,734 | $ 105,589 | $ 50,733 | $ 385,132 | |||||
Number of common stock value issued for services rendered, value | $ 87,963 | $ 77,000 | $ 168,000 | |||||||
Acquire common stock at fair value | $ 5,600,000 | |||||||||
New Convertible Loans [Member] | ||||||||||
Warrant to purchase shares of common stock | 3,502,870 | 3,502,870 | ||||||||
Fair value of warrants | $ 38,783 | |||||||||
Stock Option [Member] | ||||||||||
Common stock, shares outstanding under the plan | 1,392,370 | 1,396,302 | 1,392,370 | |||||||
Warrants issued | 44,000 | |||||||||
Converted debts | $ 110,000 | $ 110,000 | ||||||||
Unvested stock options weighted average period | 8 years 11 months 8 days | |||||||||
Stock options, exercise price | $ 0.69 | $ 0.69 | ||||||||
Outstanding stock options | 3,932 | 537,144 | ||||||||
Unvested Stock-Based Awards [Member] | ||||||||||
Total unrecognized compensation cost | $ 430,979 | $ 430,979 | ||||||||
Unvested stock options weighted average period | 1 year 6 months 25 days | |||||||||
Closing stock price | $ 1.52 | $ 1.52 | ||||||||
Aggregate intrinsic value of options outstanding and exercisable | $ 445,830 | $ 445,830 | ||||||||
Board of Directors [Member] | ||||||||||
Stock issued during the period | 5,432 | |||||||||
Series AA Holders [Member] | ||||||||||
Stock issued during the period | 87,518 | 61,910 | ||||||||
Stock issued during the period, value | $ 221,374 | $ 190,123 | ||||||||
Accredited Investor and Consultants [Member] | ||||||||||
Number of restricted stock issued | 1,202,118 | |||||||||
Number of restricted stock issued during period, value | $ 2,800,000 | |||||||||
Holders [Member] | ||||||||||
Stock issued during the period for debt extensions and interest payments | $ 315,830 | |||||||||
Stock issued during the period for debt extensions and interest payments, shares | 616,900 | |||||||||
Stock issued during the period conversion of convertible debt | 74,132 | |||||||||
Stock issued during the period conversion of convertible debt, value | $ 226,133 | |||||||||
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 | |||||||||
Stock issued during the period conversion of convertible debt | 85,000 | 120,000 | ||||||||
Stock issued during the period conversion of convertible debt, value | $ 147,775 | $ 342,250 | ||||||||
Number of common stock value issued for services rendered | 25,000 | 75,000 | ||||||||
Number of common stock value issued for services rendered, value | $ 87,963 | $ 245,000 | ||||||||
Lenders [Member] | ||||||||||
Warrant to purchase shares of common stock | 691,661 | 691,661 | ||||||||
Fair value of warrants | $ 1,308,158 | |||||||||
Series AA Holders [Member] | ||||||||||
Stock issued during the period | 61,910 | |||||||||
Accredited Investor [Member] | ||||||||||
Number of restricted stock issued | 335,069 | |||||||||
Number of restricted stock issued during period, value | $ 953,515 | |||||||||
2013 Equity Incentive Plan [Member] | ||||||||||
Common stock reserved for stock option plan | 3,000,000 | |||||||||
Common stock, shares outstanding under the plan | 1,392,370 | 1,392,370 | ||||||||
2015 Nonqualified Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||
Common stock reserved for stock option plan | 5,000,000 | |||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 20,000 | 20,000 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares outstanding | ||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 313,960 | 313,960 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares outstanding | ||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 279,256 | 279,256 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares outstanding | ||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 88,098 | 88,098 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares outstanding | ||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 850 | 850 | 850 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 300 | 300 | 300 | |||||||
Preferred stock, shares outstanding | 300 | 300 | 300 | |||||||
Series E Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 500 | 500 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares outstanding | ||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 240,000 | 240,000 | 240,000 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 80,570 | 80,570 | 80,570 | |||||||
Preferred stock, shares outstanding | 80,570 | 80,570 | 80,570 | |||||||
Series H Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | |||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 | |||||||
Series H2 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 21 | 21 | 21 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 21 | 21 | 21 | |||||||
Preferred stock, shares outstanding | 21 | 21 | 21 | |||||||
Series J Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 6,250 | 6,250 | 6,250 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 3,458 | 3,458 | 3,458 | |||||||
Preferred stock, shares outstanding | 3,458 | 3,458 | 3,458 | |||||||
Series K Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 15,000 | 15,000 | 15,000 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 6,880 | 6,880 | 6,880 | |||||||
Preferred stock, shares outstanding | 6,880 | 6,880 | 6,880 | |||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | |||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 7,983 | 7,983 | 7,939 | |||||||
Preferred stock, shares outstanding | 7,983 | 7,983 | 7,939 | |||||||
Converted debts | $ 110,000 | $ 110,000 | ||||||||
Stock issued during the period conversion of convertible debt | 16 | |||||||||
Stock issued during the period conversion of convertible debt, value | $ 16,000 | |||||||||
Series AA Preferred Stock [Member] | ||||||||||
Stock issued during the period conversion of convertible debt, value | $ 110,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Concerning Options and Warrants Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Shares, Beginning balance | 11,289,336 | |
Shares, Granted | 4,212,531 | |
Shares, Exercised | ||
Shares, Expired | (274,068) | |
Shares, Forfeited | (3,932) | |
Shares, Ending balance | 15,223,867 | 15,223,867 |
Exercisable, Beginning balance | 10,148,543 | |
Exercisable, Ending balance | 14,368,641 | 14,368,641 |
Stock Option [Member] | ||
Shares, Beginning balance | 1,396,302 | |
Shares, Granted | ||
Shares, Exercised | ||
Shares, Expired | ||
Shares, Forfeited | (3,932) | (537,144) |
Shares, Ending balance | 1,392,370 | 1,392,370 |
Weighted average price per share, Beginning balance | $ 0.71 | |
Weighted average price per share, Granted | ||
Weighted average price per share, Exercised | ||
Weighted average price per share, Expired | ||
Weighted average price per share, Forfeited | 1.68 | |
Weighted average price per share, Ending balance | $ 0.69 | $ 0.69 |
Warrants [Member] | ||
Shares, Beginning balance | 9,893,034 | |
Shares, Granted | 4,212,531 | |
Shares, Exercised | ||
Shares, Expired | (274,068) | |
Shares, Forfeited | ||
Shares, Ending balance | 13,831,497 | 13,831,497 |
Weighted average price per share, Beginning balance | $ 3.52 | |
Weighted average price per share, Granted | 3.50 | |
Weighted average price per share, Exercised | ||
Weighted average price per share, Expired | 4.21 | |
Weighted average price per share, Forfeited | ||
Weighted average price per share, Ending balance | $ 3.50 | $ 3.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 16, 2020 | Nov. 12, 2020 | Dec. 31, 2019 | Nov. 15, 2020 | Sep. 30, 2020 |
Debt instrument daily payment | $ 10,745 | ||||
Debt instrument face value | $ 8,688,150 | ||||
Subsequent Event [Member] | |||||
Debt instrument conversion price | $ 2.50 | ||||
Debt instrument convertible into shares | $ 241,500 | ||||
Interest rate | 10.00% | ||||
Debt term | 1 year | ||||
Number of convertible debt shares issued | 12,500 | ||||
Warrants exercisable into common shares | 50,600 | ||||
Warrant term | 5 years | ||||
Warrant exercise price | $ 3.50 | ||||
Subsequent Event [Member] | Cannaworx Holdings Inc. [Member] | |||||
Expected payment for agreement extension | $ 335,000 | ||||
Subsequent Event [Member] | Three related party loans [Member] | |||||
Repayments of related party debt | $ 49,175 | ||||
Subsequent Event [Member] | Lender [Member] | Standstill and Forbearance Agreements [Member] | |||||
Debt instrument face value | 1,670,000 | ||||
Debt principal and fees, value | $ 33,380 | ||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||
Proceeds from loans | 200,000 | ||||
Repayments of loan | 275,800 | ||||
Debt instrument daily payment | 1,724 | ||||
Repayments of related party debt | $ 25,000 |