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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2018
Equity [Abstract] |
Stockholders' Equity |
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. Issuance of Restricted Common Stock to Directors On January 5, 2018, and on January 5 and March 22, 2017, the Company issued 302,629, 61,110, and 2,941 shares, respectively, of restricted common stock to directors of the Company as part of an annual compensation plan for directors. The grant of shares was not subject to vesting. For the three months ended March 31, 2018 and 2017, stock compensation of $57,500 was recorded on the issuance of the common stock. Exercise of Warrants On February 15, 2013, the Company and Matthew Chretien, a member of the Board of Directors, entered into a return to treasury agreement dated February 15, 2013, whereby Matthew Chretien returned 500,000 shares to the Company. As consideration for Matthew Chretien returning to the Company treasury these 500,000 shares, the Company issued one four-year warrant to Matthew 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 had a right of first refusal for Matthew Chretien to exercise up to 500,000 shares prior to the Company issuing shares in any transaction. On January 3, 2017, Matthew Chretien exercised the warrant and purchased 496,111 shares at $0.007 per share through a cashless exercise. Issuance of Warrants Between December 30, 2016 and January 30, 2017, the Company issued convertible promissory notes in an aggregate amount of $1,250,000 with certain accredited investors. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the Convertible Note Offering. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the 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. In January, 2017, the Company paid the placement agent cash in the amount of $100,000 and issued the placement agent 153,846 warrants to purchase shares at an exercise price at $0.75 per share, which are exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and were entitled to piggyback registration rights with respect to the Registration Statement of the Company made effective in February 2018. Of the warrants issued to the placement agent, 84,923 warrants were issued in conjunction with proceeds raised in December 2016, and underwriting expense of $65,243 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The remaining 68,923 warrants were issued in conjunction with proceeds raised in January 2017, and underwriting expense of $52,951 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The fair value of warrants issued was determined to be $0.77. On September 21, 2017, the Company issued 150,000 warrants to purchase one share to Robert and Michael Taglich (each holding more than 5% beneficial interest in the Company’s shares) in connection with the 2017 Bridge Notes. The warrants are exercisable to purchase one share at an exercise price of $0.30 per share, contain a cashless exercise provision, and are exercisable for five years after issuance. A debt discount of $38,837 was recorded for the issuance of these warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The 2017 Bridge Notes were converted into the November 2017 Convertible Note Offering. The fair value of warrants issued was determined to be $0.26. Between November 17 and November 30, 2017, the Company issued convertible promissory notes in an aggregate amount of $2,150,000 with certain accredited investors. The Company retained Taglich Brothers, Inc. as the exclusive placement agent for the November 2017 Convertible Note Offering. In compensation, the Company paid the placement agent a cash payment of 8% of the gross proceeds of the 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 November 17, 2017, the Company paid the placement agent cash in the amount of $172,000 and issued the placement agent 354,000 warrants to purchase shares at an exercise price at $0.25 per share, which are exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and were entitled to piggyback registration rights with respect to the Registration Statement of the Company made effective in February 2018. On November 30, 2017, the Company issued the placement agent 506,000 warrants to purchase shares at an exercise price at $0.25 per share, which will be exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and are entitled to registration rights. Debt issuance costs of $126,603 was recorded for the issuance of the November 17 and November 30, 2017 warrants, utilizing the Black-Scholes valuation model to value the warrants issued. The fair value of warrants issued was determined to be $0.17 and $0.13 for the November 17 and November 30 warrants, respectively. For the three months ended March 31, 2018, interest expense of $36,670 was recorded as amortization of the debt issuance costs. 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 Agent December 30, 2016 |  |  | Bridge Noteholders September 21, 2017 |
Risk-free interest rate |  |  | 1.93 | % |  |  | 1.89 | %
Weighted average expected term |  |  | 5 years |  |  |  | 5 years |
Expected volatility |  |  | 123.07 | % |  |  | 130.80 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | %
|  | Placement Agent November 17, 2017 |  |  | Placement Agent November 30, 2017 |
Risk-free interest rate |  |  | 2.06 | % |  |  | 2.14 | %
Weighted average expected term |  |  | 5 years |  |  |  | 5 years |
Expected volatility |  |  | 129.87 | % |  |  | 129.34 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | %
Shares Issued and Outstanding and Shares Reserved for Exercise of Warrants, Convertible Notes, and the 2015 Plan The Company has 17,729,421 shares issued and outstanding, 5,926,625 shares reserved for issuance upon the exercise of outstanding warrants, 13,643,754 shares reserved for issuance upon the conversion of convertible debt, and 3,366,506 shares reserved for issuance under the 2015 Plan, as of March 31, 2018.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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