XML 55 R43.htm IDEA: XBRL DOCUMENT v3.10.0.1
Convertible Promissory Notes and Warrant Agreements (Details Textual) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Nov. 20, 2017
Oct. 04, 2017
Jul. 02, 2018
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2017
Jun. 30, 2017
Convertible Promissory Notes and Warrant Agreements (Textual)              
Fair value of warrants risk-free interest rate       2.65%      
Fair value of warrants expected volatility       50.00%      
Fair value of warrants expected life       3 years 4 months 20 days      
Fair value of warrants expected dividend yield       0.00%      
Amortization expense           $ 340,551  
Loss on convertible notes extinguishment       $ (1,314,487) (350,914)  
Fair value changes of warrant liability       10,330      
Bifurcation of premium conversion derivatives related to convertible promissory notes       168,384 $ 213,961 $ 342,486  
Private placement agent [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Cost of issuance       $ 173,067      
New Warrants [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Fair value of warrants risk-free interest rate       2.94%   2.22%  
Fair value of warrants expected volatility       50.00%   50.00%  
Fair value of warrants expected life       5 years 2 months 16 days   5 years 4 months 17 days  
Fair value of warrants expected dividend yield       0.00%   0.00%  
Convertible promissory note proceeds assigned to warrants       $ 442,151   $ 336,571  
Amortization expense       375,076   9,971  
Fair value changes of warrant liability       $ 39,770   $ (1,337)  
2016 Convertible Promissory Notes [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Convertible notes bear interest at fixed rate       8.00%      
Repay principal and accrued and unpaid interest earlier       Jul. 31, 2018      
Gross proceeds of equity qualified financing       $ 3,000,000      
Description of outstanding principal and accrued interest       If a Qualified Financing had occurred before July 31, 2018, the outstanding principal and accrued and unpaid interest on the Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of securities resulting from either the outstanding principal and accrued interest on the Convertible Notes divided by $1.80, or the outstanding principal and accrued interest on the Convertible Notes multiplied by 1.25, divided by the price paid per security in the Qualified Financing. If the Company failed to complete a Qualified Financing by July 31, 2018, the Convertible Notes would have been immediately due and payable on such date.      
Description of maximum voting power of surviving entity       Change of control means a merger or consolidation with another entity in which the Company's stockholders do not own more than 50 percent of the outstanding voting power of the surviving entity or the disposition of all or substantially all of the assets of the Company.      
Amount of convertible note held by warrant holder             $ 1.80
Warrants exercisable date of issuance and expire     Nov. 21, 2021        
Fair value of warrants risk-free interest rate     2.65%     2.08%  
Fair value of warrants expected volatility     49.80%     50.00%  
Fair value of warrants expected life     3 years 4 months 20 days     3 years 10 months 21 days  
Fair value of warrants expected dividend yield     0.00%     0.00%  
Convertible promissory note proceeds assigned to warrants       $ 0   $ 440,919  
Amortization expense           759,004  
Convertible notes conversion premium       125.00%      
Convertible notes conversion price per common share       $ 2.25      
Amortization of discount to convertible notes       $ 0   213,961  
Debt issuance cost discount       979,480      
Loss on convertible notes extinguishment     $ 11,143        
Fair value changes of warrant liability       (14,865)   259,352  
Conversion agreements, description     (i) convert the Outstanding Balance under the Convertible Notes into shares of the Company's common stock based on the Outstanding Balance divided by $1.80 per share (the "2016 Note Conversion Shares"); (ii) cancel and extinguish the Convertible Notes; and (iii) amend and restate the Warrants as defined below to make them immediately exercisable upon the conversion, at a per share exercise price equal to $1.80 per share. As consideration for the early conversion of the Convertible Notes, the Company issued each subscriber an additional new warrant (the "2016 Note Payment Warrants"), exercisable for up to the number of shares of common stock equal to the number of 2016 Note Conversion Shares received by such subscriber; at a per share exercise price of $1.80 per share.        
Outstanding principal       $ 1,804,064     $ 1,625,120
Convertible promissory notes converted into common stock       1,002,258      
Shares of common stock issuable upon exercise of warrants       2,004,516      
Note payment warrants issued       $ 979,480      
Warrant liability value of reclassified to equity       1,031,366      
2016 Convertible Promissory Notes [Member] | Private placement agent [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Amortization expense           74,264  
Amortization of discount to convertible notes       $ 0   39,781  
Description of convertible notes issuance costs       In connection with the Convertible Notes, the Company incurred issuance costs in the amount of $151,915, which included (i) a placement agent cash fee, which was $113,610 for the Convertible Notes issued through June 19, 2017 (ii) the obligation to issue a warrant to the placement agent (the "placement agent warrant") which would have had an exercise price of $2.00 per share of common stock with a total fair value of $4,855 on date of Convertible Note issuance, and (iii) legal expenses of $33,450.      
Warrant term       5 years      
Issuance costs attributed to common stock purchase warrants           38,119  
2017 Convertible Notes [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Subscription agreement limit 2017 convertible notes           1,500,000  
Loss on convertible notes extinguishment           303,560  
Bifurcation of premium conversion derivatives related to convertible promissory notes       $ 168,384   128,525  
Fair value changes on premium debt conversion derivative       (333,183)   (18,428)  
2017 Convertible Notes [Member] | Private placement agent [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Amortization expense       143,166   3,815  
Fair value changes on premium debt conversion derivative       11,020   466  
2017 Convertible Notes [Member] | New Warrants [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Amortization of discount to convertible notes       2,944   157  
Cost of issuance       8,133      
Subscription Agreement [Member] | 2017 Convertible Notes [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Convertible notes bear interest at fixed rate   8.00%          
Percentage of outstanding voting power   50.00%          
Description of subscription agreement with certain investors   Pursuant to which the Company, in a private placement (the "Private Placement"), agreed to issue and sell to the Subscribers 8% convertible promissory notes (the "2017 Convertible Notes") and warrants (the "New Warrants") to purchase shares of the Company's capital stock in the event of a conversion event. The number of shares and pricing per share of the New Warrants are based on the underlying conversion event and are exercisable for five years commencing on the triggering conversion event. The subscription agreement, the 2017 Convertible Notes and New Warrants were amended on December 14, 2017 to move up the maturity date of the 2017 Convertible Notes from October 4, 2022 to December 31, 2018, remove subordination provisions and simplify the conversion provision of the 2017 Convertible Notes in the event of a qualified financing as described more fully below, to modify the exercise price of the New Warrants and to increase the authorized subscription amount to $1,500,000. In May 2018, the Board approved an increase in the authorized subscription amount from $1,500,000 to $2,000,000 and extended the offering period from the five month anniversary of the initial closing to the eight month anniversary of the initial closing. The initial closing of the Private Placement was consummated on October 4, 2017, and the Company entered into additional subscription agreements and issued 2017 Convertible Notes in an aggregate principal amount of $1,540,000 to the Subscribers through June 2018 when the Private Placement expired.          
Description of convertible notes issuance costs   Prior to the December 2017 amendment, if the Company had raised more than $3,000,000 in an equity financing before October 4, 2022, the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes would have automatically converted into the securities issued by the Company in such financing based on the greater number of such securities resulting from either (i) the outstanding principal and accrued interest on the 2017 Convertible Notes divided by $2.25 or (ii) the outstanding principal and accrued interest on the 2017 Convertible Notes multiplied by 1.25, divided by the price paid per security in such financing. The New Warrants would have also become exercisable in conjunction with the 2017 Convertible Notes Qualified Financing.          
Percentage of common stock purchase warrants   80.00%          
November 2017 amendment [Member] | 2016 Convertible Promissory Notes [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Amortization expense       $ 70,324   15,756  
Amortization of discount to convertible notes $ 97,223            
Fair value change of the amended convertible notes carrying value at time of the amendment resulting in note discount $ 97,223            
2017 Convertible Note amendment [Member]              
Convertible Promissory Notes and Warrant Agreements (Textual)              
Convertible notes bear interest at fixed rate       8.00%      
Description of subscription agreement with certain investors       The Company to repay the principal and accrued and unpaid interest thereon on December 31, 2018 (the "2017 Convertible Notes Maturity Date"). If the Company consummates an equity round of financing resulting in more than $3 million in gross proceeds before December 31, 2018 (the "2017 Convertible Notes Qualified Financing"), the outstanding principal and accrued and unpaid interest on the 2017 Convertible Notes shall automatically convert into the securities issued by the Company in the 2017 Convertible Notes Qualified Financing equal to the outstanding principal and accrued interest on the 2017 Convertible Notes divided by 80% of the price per share of the securities issued by the Company in the 2017 Convertible Notes Qualified Financing.      
Amortization expense       $ 19,510   1,286  
Amortization of discount to convertible notes           $ 27,371  
Fair value change of the amended convertible notes carrying value at time of the amendment resulting in note discount       294,615      
Loss on convertible notes extinguishment       $ 8,945