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Stockholders' Equity
 9 Months Ended
Sep. 30, 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 (1) 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 (the “Equity Offering”) with certain accredited investors for up to 1,666,666 units for a price of $1.20 per unit (the “Units”). Each Unit consisted of two Shares and a warrant to purchase one Share. The warrants are exercisable to purchase one Share at an exercise price of $0.65 per Share, contain a cashless exercise provision, and are exercisable for five years after issuance. This Equity 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 Equity 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 (the “Note Conversion Offering”). In addition, upon such conversion, noteholders received warrants containing the same exercise terms and price as investors in the Equity Offering.
 
On January 6, 2016, noteholders converted $135,000 of convertible promissory notes with accrued interest of $35,038 into 303,912 Shares and also received 141,698 warrants, as part of the Note Conversion Offering.
 
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 with 506,599 warrants for aggregate cash proceeds of $607,919, as part of the Equity Offering.
 
The Company retained Taglich Brothers, Inc. (the “Placement Agent”) as the exclusive placement agent for the Equity Offering and the Note Conversion Offering. In compensation, the Company paid the Placement Agent a cash payment of 8% of the gross proceeds of the Equity Offering and of the face value of the current outstanding convertible promissory notes that were converted in the Note Conversion Offering, along with warrants to purchase Shares, and the reimbursement for the Placement Agent’s reasonable out of pocket expenses, FINRA filing fees and related legal fees.
 
On January 27, 2016, the Company paid the Placement Agent cash in the amount of of $62,237 and issued the Placement Agent 131,682 warrants to purchase Shares at an exercise price at $0.715 per Share, under the terms of the Placement Agent agreement for the Equity Offering and the Note Conversion Offering. Of the warrants issued to the Placement Agent, 30,363 warrants were issued in conjunction with the Note Conversion Offering, and underwriting expense of $24,207 was recorded for the issuance of these warrants.
 
During the three and nine months ended September 30, 2016, the Company charged $0 and $113,762, respectively, 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 terms of the Equity Offering and the Note Conversion Offering, the Company agreed to file a registration statement with the SEC covering the re-sale of the Shares sold in the Equity Offering and the Note Conversion Offering and the Shares issuable upon exercise of the Placement Agent warrants. The registration statement was declared effective on May 5, 2016.
 
Issuance of Restricted Common Stock to Directors
 
On January 2, 2016, the Company issued 69,433 Shares of restricted common stock to directors of the Company in accordance with the 2015 Plan, and as part of an annual compensation plan for both employee and non-employee directors. The grant of Shares was not subject to vesting. Stock compensation of $62,500 was recorded on the issuance of the common stock.
 
Exercise of Warrants
 
On February 15, 2013, the Company and A. Michael Chretien, a member of the Board of Directors, entered into a return to treasury agreement, whereby A. Michael Chretien returned 500,000 Shares to the Company. As consideration for A. Michael Chretien returning to the Company treasury these 500,000 Shares, the Company issued one four-year warrant to A. Michael Chretien with a right to purchase 500,000 Shares at $0.007 per Share within four years of the shareholders of the Company increasing the number of authorized Shares, 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 in any transaction. The Company issued the warrant in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act, and Rule 506 of Regulation D, as promulgated by the SEC. On February 15, 2016, A. Michael Chretien exercised the warrant and purchased 500,000 Shares at $0.007 per Share.
 
On July 11, 2016, an investor exercised 41,666 warrants to purchase stock through a cashless exercise for which he received 14,583 Shares at an exercise price of $.65 per share.
 
On August 24, 2016, 22,589 warrants issued to the Placement Agent were exercised to purchase stock through a cashless exercise for which it obtained 6,275 Shares at an exercise price of $.715 per Share.
 
Shares Issued and Outstanding and Shares Reserved for Exercise of Warrants
 
The Company has 16,815,850 Shares issued and outstanding, 5,444,924 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 September 30, 2016.