Subsequent Events (Details Narrative) |
3 Months Ended | ||||||||||
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Apr. 27, 2020
USD ($)
|
Apr. 22, 2020 |
Apr. 16, 2020
$ / shares
shares
|
Apr. 02, 2020
USD ($)
$ / shares
shares
|
Feb. 07, 2020
USD ($)
Integer
$ / shares
|
Jan. 21, 2020
USD ($)
|
Mar. 31, 2020
USD ($)
$ / shares
shares
|
Mar. 31, 2019
USD ($)
|
Apr. 01, 2020
$ / shares
shares
|
Dec. 31, 2019
USD ($)
$ / shares
shares
|
Dec. 31, 2016
$ / shares
|
|
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common stock share outstanding | shares | 549,336 | 400,167 | |||||||||
Cash | $ 548,930 | $ 500,681 | |||||||||
Common stock, shares authorized | shares | 45,000,000 | 45,000,000 | |||||||||
Proceeds from long term debt | $ 414,400 | $ 32,669 | |||||||||
10% Convertible Secured Debentures [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrant to purchase shares of common stock | shares | 2,925,200 | ||||||||||
Convertible secured debentures principal balance | $ 4,000,000 | ||||||||||
Payoff of Bridge Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument principal amount | $ 210,000 | ||||||||||
Debt discount amortized value | 10,000 | ||||||||||
Proceeds from long term debt | 500,000 | ||||||||||
Interest expense debt | $ 201,521 | ||||||||||
Redeemable Series 1 Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share issued price per share | $ / shares | $ 13.50 | ||||||||||
Gem Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Description of public float of consecutive days | Provided that during any period when the Company's public float is less than $75,000,000, the Aggregate Limit will instead be equal to one-third of the amount of the Company's public float over any consecutive 12-month period. Under the GEM Agreement, during the Investment Period, the Company may, by delivering a Draw Down Notice (as defined in the GEM Agreement) direct GEM to purchase shares of Common Stock in an amount up to 400% of the average daily trading volume for the ten (10) trading days immediately preceding the date the Draw Down Notice is delivered. GEM is not obligated to purchase any shares Common Stock which would result in GEM beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 4.99% of the shares of Common Stock issued and outstanding. GEM will pay a purchase price per share equal to 90% of the average market closing price of the Common Stock during the ten consecutive trading days commencing with the first trading day on which a Draw Down Notice is delivered (the "Draw Down Pricing Period"). | ||||||||||
Number of trading days | Integer | 10 | ||||||||||
Gem Agreement [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Purchase price of common stock | $ 20,000,000 | ||||||||||
Percentage of trading days | 400.00% | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Number of warrant to purchase shares of common stock | shares | 186,161 | ||||||||||
Common stock, shares authorized | shares | 125,000,000 | ||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Subsequent Event [Member] | 10% Convertible Secured Debentures [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible secured debentures principal balance | $ 4,000,000 | ||||||||||
Repayments of debt | 1,350,000 | ||||||||||
Subsequent Event [Member] | Payoff of Bridge Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Merger and spin-off amount settled | $ 214,142 | ||||||||||
Subsequent Event [Member] | PPPLoan [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument interest rate | 1.00% | ||||||||||
Debt instrument principal amount | $ 2,100,000 | ||||||||||
Note payable maturity date | Apr. 30, 2022 | ||||||||||
Debt periodic payment | $ 119,000 | ||||||||||
Subsequent Event [Member] | Redeemable Series 1 Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share issued price per share | $ / shares | $ 13.50 | ||||||||||
Redeemable share percentage | 9.00% | ||||||||||
Subsequent Event [Member] | Series A Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants exercise price | $ / shares | $ 5.3976 | ||||||||||
Percentage of trading days | 1.50% | ||||||||||
Warrants exercisable | shares | 3,300,066 | ||||||||||
Warrant exercise price percentage | 125.00% | ||||||||||
Beneficially ownership percentage, description | The Series A Warrants are subject to a blocker provision which restricts the exercise of the Series A Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series A Warrants. | ||||||||||
Subsequent Event [Member] | Series B Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants exercise price | $ / shares | $ 0.0001 | ||||||||||
Conversion of stock shares converted | shares | 10,000,000 | ||||||||||
Description of public float of consecutive days | Additionally, every ninth trading day up to and including the 45th trading day (each, a "Reset Date") following (i) the 15th trading day immediately following the issuance date of the Series B Warrants and (ii) every 15th trading day thereafter (each such date provided in the foregoing clauses (i) and (ii), an "End Reset Measuring Date") (except if on such date (1) the holder cannot freely sell any Registrable Securities (as defined below) pursuant to a resale registration statement and (2) the holder cannot sell any Registrable Securities without restriction or limitation pursuant to Rule 144, and provided that no date following the occurrence of a Satisfaction Event (as defined below) will be deemed an End Reset Measuring Date, and provided further that no such date will be deemed an End Reset Measuring Date if an End Reset Measuring Date has previously occurred and either (1) if the holder was able to then freely sell any Registrable Securities pursuant to a resale registration statement in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination or (2) if the holder was able to freely sell any Registrable Securities without restriction or limitation pursuant to Rule 144 in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination) (such 45 trading day period, the "Reset Period" and each such 45th trading day after (i) or (ii), the "End Reset Date"), the number of shares issuable upon exercise of each Investor's Series B Warrants shall be increased (a "Reset") to the number (if positive) obtained by subtracting (i) the sum of (a) the number of Converted Initial Shares issued to the Investor and (b) the number of Converted Additional Shares delivered or deliverable to the Investor as of the issuance date of the Series B Warrants, from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor, by (b) the greater of (x) the arithmetic average of the five lowest dollar volume-weighted average prices of a share of Common Stock on The Nasdaq Stock Market ("Nasdaq") during the applicable Reset Period immediately preceding the applicable Reset Date to date and (y) provided that the Common Stock is then traded on the Nasdaq Capital Market, a floor price per share (the 'loor Price') calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Initial Shares and Converted Additional Shares) of $10 million (such number resulting in this clause (b), the "Reset Price"). "Satisfaction Event" means (1) all Registrable Securities are able to be freely sold without any restriction or limitation by the holder at all times during the 45 trading day period beginning on, and including, any End Reset Measuring Date either (a) pursuant to a resale registration statement or (b) pursuant to Rule 144; or (2) the Reservation Date has occurred. | ||||||||||
Percentage of trading days | 1.50% | ||||||||||
Warrants exercisable | shares | 2,247,726 | ||||||||||
Beneficially ownership percentage, description | The Series B Warrants are subject to a blocker provision which restricts the exercise of the Series B Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder's for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series B Warrants. | ||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Reverse stock split | Ratio of 1-for-26 (the "Reverse Stock Split"). | ||||||||||
Number of warrant to purchase shares of common stock | shares | 106,000 | ||||||||||
Warrants terms | 3 years | ||||||||||
Warrants exercise price | $ / shares | $ 29.32 | ||||||||||
Common stock share outstanding | shares | 9,200,000 | ||||||||||
Conversion of stock shares converted | shares | 1,100,000 | ||||||||||
Agreement term, description | Under the terms of the Merger Agreement, the former stockholders and warrant holders of Sonnet Sub (including the Investors, as defined below) owned, or held rights to acquire, in the aggregate approximately 92% of the fully-diluted Common Stock, which for these purposes is defined as the outstanding Common Stock, plus outstanding warrants of the Company (the "Fully-Diluted Common Stock"), with the Company's stockholders and warrant holders immediately prior to the Merger owning, or holding rights to acquire, approximately 6% of the Fully-Diluted Common Stock, and at the closing of the Merger, the Company issued to the Spin-Off Entity a warrant (the "Spin-Off Entity Warrant") to purchase 186,161 shares of Common Stock, which is approximately 2% of the number of shares of issued and outstanding Common Stock immediately after the effective time of the Merger (the "Effective Time"). The number of shares of Common Stock issued to Sonnet Sub's stockholders for each share of Sonnet Sub's common stock outstanding immediately prior to the Merger (or becoming issuable under a Converted Warrant) was calculated using an exchange ratio (the "Exchange Ratio") of approximately 0.106572 shares of Common Stock for each share of Sonnet Sub common stock. The Exchange Ratio was derived by dividing the Fully-Diluted Common Stock of the Company of approximately 571,000 (post-split) immediately prior to the Merger by the 6% Company allocation set forth above, multiplying such quotient by the 92% Sonnet Sub allocation, and then dividing the result by the Fully-Diluted Common Stock of Sonnet Sub of approximately 82.2 million immediately prior to the Merger (which amount includes the Sonnet Sub common stock issued in the Pre-Merger Financing (as defined below) and to Relief Holding (as defined below), in each case prior to the Merger). | ||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Relief Therapeutics Holding SA [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion of stock shares converted | shares | 757,933 | ||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Spin-Off Entity Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of warrant to purchase shares of common stock | shares | 186,161 | ||||||||||
Warrants terms | 5 years | ||||||||||
Warrants exercise price | $ / shares | $ 0.01 | ||||||||||
Share issued price per share | $ / shares | $ 0.106572 | ||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Sonnet Shareholders [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity method investment, ownership percentage | 92.00% | ||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Shareholders of Chanticleer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity method investment, ownership percentage | 6.00% | ||||||||||
Subsequent Event [Member] | Pre Merger Financing [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion of stock shares converted | shares | 1,076,000 | ||||||||||
Purchase price of common stock | $ 19,000,000 | ||||||||||
Credit from related party | 4,000,000 | ||||||||||
Subsequent Event [Member] | Pre Merger Financing [Member] | Other Investors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cash | $ 15,000,000 | ||||||||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | Investors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate purchase price percentage | 2.00% | ||||||||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | Investors [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate purchase price percentage | 8.00% |