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Stockholders' Equity
 3 Months Ended
Mar. 31, 2016
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
11. Stockholders’ Equity
 
Description of Authorized Capital
 
The Company is authorized to issue up to 50,000,000 shares of common stock with $ 0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for the operation and expansion of the business. Upon liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution.
 
Sales of Unregistered Securities and Conversion of Convertible Promissory Notes
 
On December 11, 2015, the Company commenced a private offering of securities (“December offering”),with certain accredited investors for up to 1,666,666 Units for a price of $1.20 per Unit. Each Unit consisted of two (2) shares of common stock and a warrant to purchase one (1) share of common stock. The warrants are immediately exercisable to purchase one (1) share of common stock at an exercise price of $0.65 per share and contain a cashless exercise provision and have a term of five years. This Offering was open for a period terminating on December 31, 2015 with an option to extend until January 31, 2016 at the election of the Company. Simultaneously with this Offering, the Company also offered to existing Noteholders the ability to convert into Common Stock any outstanding convertible notes issued by the Company, plus accrued interest, at each note’s conversion price. In addition, upon such conversion, Noteholders received Noteholder warrants on the same terms as investors in the Offering. The warrants are immediately exercisable to purchase one (1) share of common stock at an exercise price of $0.65 per share and contain a cashless exercise provision and have a term of five years.
 
On January 6, 2016 Noteholders exchanged $135,000 of convertible promissory notes with accrued interest of $35,038 for 303,912 shares of common stock and 141,698 of noteholders warrants, as part of the private placement in December 2015.
 
On January 25, 2016, the Company entered into security purchase agreements with accredited investors for 506,599 Units, which consisted of 1,013,198 shares of common stock, par value $0.001 per share with 506,599 warrants for aggregate cash proceeds of $607,919.
 
The Company retained Taglich Brothers, Inc. (the “Placement Agent”) as the exclusive placement agent for the Offering. In connection with the Offering, the Company paid the Placement Agent a cash payment of 8% of the gross proceeds through the sale of the securities and the face value of the current outstanding convertible promissory notes that were converted, and reimbursement for reasonable out of pocket expenses, FINRA filing fees and related legal fees .
 
On January 27, 2016, The Placement Agent received cash payment of $62,237 and 131,682 warrants to purchase common stock at an exercise price at $0.715 per share, under the terms of the Placement Agent Agreement for the convertible notes and the sale of the unregistered securities. Of the warrants issued, 30,363 were in conjunction with the noteholder conversions, and underwriting expense of $24,207 was recorded for the issuance of these warrants.
 
During the three months ended March 31, 2016, the Company charged $113,762 in interest expense for the warrants issued to the Noteholders and $24,207 in underwriting expenses in regards to the warrants issued to the Placement Agent for the convertible promissory notes, utilizing the Black-Scholes valuation model to value the warrants issued. The weighted-average grant date fair value of warrants issued was determined to be $0.80.
 
The estimated values of warrants, as well as the assumptions that were used in calculating such values were based on estimates at the issuance date as follows:
 
 
 
 
 
 
 
Placement
 
 
 
Noteholders
 
 
Agent
 
Risk-free interest rate
 
 
1.76
%
 
 
1.54
%
Weighted average expected term
 
 
5 years
 
 
 
5 years
 
Expected volatility
 
 
134.18
%
 
 
134.18
%
Expected dividend yield
 
 
0.00
%
 
 
0.00
%
 
Pursuant to the Purchase Agreement, the Company agreed to (a) file a registration statement with the SEC covering the re-sale of the Common Stock shares sold in the Offering and the Common Stock shares issuable upon exercise of the Placement Agent Warrants. The registration statement was filed on April 28, 2016.
 
The shares of Common Stock sold in the Offering were not registered under the Securities Act of 1933, as amended or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act.
 
Issuance of Restricted Common Stock to Directors
 
On January 2, 2016, the Company issued 69,433 new shares of restricted common stock to directors of the Company in accordance with the Company’s Equity Incentive Plan. Stock compensation of $62,500 was recorded on the issuance of the common stock.
 
Exercise of Contingent Warrants
 
On February 15, 2013, the Company and A. Michael Chretien, a member of the Board of Directors of the Company, entered into a return to treasury agreement dated February 15, 2013, whereby A. Michael Chretien returned 500,000 shares of common stock of the Company, par value $0.001 per share to the Company. As consideration for A. Michael Chretien returning to treasury 500,000 shares of common stock he owns, the Company issued one four-year warrant to A. Michael Chretien with a right to purchase 500,000 shares of common stock at $0.007 per share within four years of the shareholders of the Company increasing the number of authorized shares of common stock of the Company, with piggyback registration rights. The warrant has a right of first refusal for A. Michael Chretien to exercise up to 500,000 shares prior to the Company issuing shares of common stock in any transaction. The Company issued the warrant in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the SEC. On February 15, 2016, A. Michael Chretien exercised his right to purchase 500,000 common stock at $0.007 per common share.
 
Shares Issued and Outstanding and Shares Reserved for Exercise of Warrants
 
Since the issuance of the shares of Common Stock described herein, the Company has 16,794,992 shares of Common Stock issued and outstanding; and 5,509,176 shares reserved for issuance upon the exercise of outstanding warrants and 1,930,557 shares reserved for issuance under the 2015 Intellinetics Inc. Equity Incentive Plan, as of March 31, 2016.