XML 52 R43.htm IDEA: XBRL DOCUMENT v3.10.0.1
Convertible Promissory Notes and Warrant Agreements (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Nov. 20, 2017
Oct. 04, 2017
Jul. 02, 2018
Dec. 31, 2018
Dec. 31, 2017
Sep. 30, 2018
Sep. 30, 2017
Dec. 31, 2018
Dec. 31, 2017
May 31, 2018
Nov. 30, 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       $ (350,914) $ (1,314,487)   (350,914)      
Bifurcation of premium conversion derivatives related to convertible promissory notes       128,525 168,384 $ 213,961   $ 342,486      
Private Placement [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Cost of issuance       $ 59,694   $ 173,067            
New Warrants [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Fair value of warrants risk-free interest rate       2.52%   2.94%     2.22%      
Fair value of warrants expected volatility       50.00%   50.00%     50.00%      
Fair value of warrants expected life       5 years 2 months 30 days   5 years 2 months 16 days     5 years 4 months 17 days      
Fair value of warrants expected dividend yield       0.00%   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)      
2017 Convertible Notes [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Convertible notes bear interest at fixed rate                   8.00%    
Principal amount                   $ 1,540,000    
Description of subscription agreement with certain investors       Extend the maturity date from December 31, 2018 to June 30, 2019.                
Gross proceeds of equity qualified financing       $ 3,000,000                
Description of outstanding principal and accrued interest       If the Company consummates an equity round of financing resulting in more than $3 million in gross proceeds before June 30, 2019 (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.                
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 [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Amortization expense           143,166   $ 62,158 3,815      
Fair value changes on premium debt conversion derivative           11,020   $ 6,265 466      
2017 Convertible Notes [Member] | New Warrants [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Amortization of discount to convertible notes       $ 1,431   2,944     $ 157      
Cost of issuance           $ 8,133            
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 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            
Interest on principal amount         32,502              
Interest related to amortization of discounts related to bifurcation of premium derivative liability, separation of warrants, revaluation discounts and issuance costs amount         261,749              
Fair value changes related to underlying premium conversion derivative and warrant liability amounted to benefit         (108,641)              
Fair value changes related to underlying premium conversion derivative and warrant liability amounted to expense         272,059              
2016 Convertible Promissory Notes [Member] | Private Placement [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 Note amendment [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Convertible notes bear interest at fixed rate       50.00%       50.00%        
Description of subscription agreement with certain investors       Maturity date was moved up to December 2018 from October 2022                
Amortization expense       $ 6,574 1,286              
Amortization of discount to convertible notes       $ 27,371                
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%                
Fair value change of the amended convertible notes carrying value at time of the amendment resulting in note discount       $ 294,615 294,615     $ 294,615 294,615      
Loss on convertible notes extinguishment         8,945              
November 2017 amendment [Member] | 2016 Convertible Promissory Notes [Member]                        
Convertible Promissory Notes and Warrant Agreements (Textual)                        
Amortization expense         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  
Discount to debt with gain on convertible note extinguishments         $ 97,223              
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 Two Thousand Seventeen [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                      
Two Zero One Seven 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