Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | AYRO, Inc. | ||
Entity Central Index Key | 0001086745 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41,995,794 | ||
Entity Common Stock, Shares Outstanding | 35,213,048 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 36,537,097 | $ 641,822 |
Accounts receivable, net | 765,850 | 71,146 |
Inventory, net | 1,173,254 | 1,118,516 |
Prepaid expenses and other current assets | 1,608,762 | 164,399 |
Total current assets | 40,084,963 | 1,995,883 |
Property and equipment, net | 611,312 | 489,366 |
Intangible assets, net | 143,845 | 244,125 |
Operating lease - right-of-use asset | 1,098,819 | |
Deposits and other assets | 22,491 | 48,756 |
Total assets | 41,961,430 | 2,778,130 |
Current liabilities: | ||
Accounts payable | 767,205 | 772,077 |
Accrued expenses | 665,068 | 612,136 |
Contract liability | 24,000 | |
Current portion long-term debt, net | 7,548 | 1,006,947 |
Current portion lease obligation - operating lease | 123,139 | |
Total current liabilities | 1,586,960 | 2,391,160 |
Long-term debt, net | 14,060 | 318,027 |
Lease obligation - operating lease, net of current portion | 1,002,794 | |
Total liabilities | 2,603,814 | 2,709,187 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common Stock, ($0.0001 par value; authorized - 100,000,000 shares; issued and outstanding - 27,088,584 and 3,948,078 shares, respectively) | 2,709 | 395 |
Additional paid-in capital | 64,509,724 | 5,001,947 |
Accumulated deficit | (25,154,817) | (13,958,644) |
Total stockholders' equity | 39,357,616 | 68,943 |
Total liabilities and stockholders' equity | 41,961,430 | 2,778,130 |
Convertible Preferred Stock Series H [Member] | ||
Stockholders' equity: | ||
Preferred Stock Value | ||
Convertible Preferred Stock Series H-3 [Member] | ||
Stockholders' equity: | ||
Preferred Stock Value | ||
Convertible Preferred Stock Series H-6 [Member] | ||
Stockholders' equity: | ||
Preferred Stock Value | ||
Convertible Seed Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock Value | $ 9,025,245 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,088,584 | 3,948,078 |
Common stock, shares outstanding | 27,088,584 | 3,948,078 |
Convertible Preferred Stock Series H [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,500 | 8,500 |
Preferred stock, shares issued | 8 | 0 |
Preferred stock, shares outstanding | 8 | 0 |
Convertible Preferred Stock Series H-3 [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,461 | 8,461 |
Preferred stock, shares issued | 1,234 | 0 |
Preferred stock, shares outstanding | 1,234 | 0 |
Convertible Preferred Stock Series H-6 [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 50 | 0 |
Preferred stock, shares outstanding | 50 | 0 |
Convertible Seed Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 0 | 0 |
Preferred stock, shares issued | 0 | 7,360,985 |
Preferred stock, shares outstanding | 0 | 7,360,985 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 1,604,069 | $ 890,152 |
Cost of goods sold | 1,770,552 | 691,843 |
Gross (loss) profit | (166,483) | 198,309 |
Operating expenses: | ||
Research and development | 1,920,548 | 714,281 |
Sales and marketing | 1,415,282 | 1,300,120 |
General and administrative | 6,603,935 | 6,678,310 |
Total operating expenses | 9,939,765 | 8,692,711 |
Loss from operations | (10,106,248) | (8,494,402) |
Other (expense) income: | ||
Other income | 236,923 | 2,188 |
Interest expense | (327,196) | (172,479) |
Loss on extinguishment of debt | (566,925) | |
Total other expense, net | (657,198) | (170,291) |
Net loss | (10,763,446) | (8,664,693) |
Deemed dividend on modification of Series H-5 warrants | (432,727) | |
Net loss attributable to Common Stockholders | $ (11,196,173) | $ (8,664,693) |
Net loss per share, basic and diluted | $ (0.73) | $ (2.95) |
Basic and diluted weighted average Common Stock outstanding | 15,336,617 | 2,940,975 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Series H Preferred Stock [Member] | Series H-3 Preferred Stock [Member]Common Stock [Member] | Series H-3 Preferred Stock [Member] | Series H-6 Preferred Stock [Member] | Series Seed Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Dec. 31, 2018 | $ 4,270,507 | $ 279 | $ 1,131,551 | $ (5,293,951) | $ 108,386 | ||||
Balance, shares at Dec. 31, 2018 | 3,882,791 | 2,793,591 | |||||||
Preferred Stock issued for Cash | $ 4,754,738 | 4,754,738 | |||||||
Preferred Stock issued for Cash, shares | 3,478,194 | ||||||||
Sale of common stock, net of fees | $ 116 | 4,118 | 4,234 | ||||||
Sale of common stock, net of fees, shares | 1,154,487 | ||||||||
Stock based compensation | 3,372,726 | 3,372,726 | |||||||
Discount on Debt | 493,552 | 493,552 | |||||||
Net Loss | (8,664,693) | (8,664,693) | |||||||
Balance at Dec. 31, 2019 | $ 9,025,245 | $ 395 | 5,001,947 | (13,958,644) | 68,943 | ||||
Balance, shares at Dec. 31, 2019 | 7,360,985 | 3,948,078 | |||||||
Conversion of AYRO Preferred Stock to common stock | $ (9,025,245) | $ 201 | 9,025,044 | ||||||
Conversion of AYRO Preferred Stock to common stock, shares | 955 | (7,360,985) | 2,007,193 | ||||||
Issuance of Series Preferred Stock in connection with the 2020 Merger | |||||||||
Issuance of Series Preferred Stock in connection with the 2020 Merger, shares | 8 | 2,189 | 7,883 | ||||||
Conversion of Series H-6 Preferred Stock | $ 23 | (23) | |||||||
Conversion of Series H-6 Preferred Stock, shares | (7,833) | 225,590 | |||||||
Issuance of Common Stock in connection with the 2020 Merger, net of fees | $ 495 | 4,451,235 | 4,451,730 | ||||||
Issuance of Common Stock in connection with the 2020 Merger, net of fees, shares | 4,948,377 | ||||||||
Exchange of debt for common stock in connection with the 2020 Merger | $ 103 | 999,897 | 1,000,000 | ||||||
Exchange of debt for common stock in connection with the 2020 Merger, shares | 1,030,585 | ||||||||
Issuance of common stock in connection with debt offering | $ 56 | 461,957 | 462,013 | ||||||
Issuance of common stock in connection with debt offering, shares | 553,330 | ||||||||
Sale of common stock, net of fees | $ 928 | 38,409,253 | 38,410,181 | ||||||
Sale of common stock, net of fees, shares | 9,278,059 | ||||||||
Conversion of Series H-3 Preferred Stock, shares | 795 | ||||||||
Exercise of warrants, net of fees | $ 507 | 3,926,311 | 3,926,818 | ||||||
Exercise of warrants, net of fees, shares | 5,074,645 | ||||||||
Exercise of stock options | 16,669 | 16,669 | |||||||
Exercise of stock options, shares | 6,817 | ||||||||
Stock based compensation | 1,736,791 | 1,736,791 | |||||||
Vested restricted stock | $ 1 | 47,916 | 47,917 | ||||||
Vested restricted stock, shares | 15,115 | ||||||||
Deemed divided on modification of H-5 warrants | 432,727 | (432,727) | |||||||
Net Loss | (10,763,446) | (10,763,446) | |||||||
Balance at Dec. 31, 2020 | $ 2,709 | $ 64,509,724 | $ (25,154,817) | $ 39,357,616 | |||||
Balance, shares at Dec. 31, 2020 | 8 | 1,234 | 50 | 27,088,584 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,763,446) | $ (8,664,693) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 447,283 | 722,566 |
Stock-based compensation | 1,827,008 | 3,372,726 |
Amortization of debt discount | 236,398 | 152,243 |
Loss on extinguishment of debt | 566,925 | |
Amortization of right-of-use asset | 111,861 | |
Provision for bad debt expense | 37,745 | 29,099 |
Debt forgiveness (PPP loan) | (218,000) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (732,449) | 159,986 |
Inventories | (4,967) | 532,089 |
Prepaid expenses and other current assets | (1,444,363) | 4,656 |
Deposits | 26,265 | (6,917) |
Accounts payable | (59,489) | (715,267) |
Accrued expenses | 10,632 | 319,225 |
Contract liability | 24,000 | (9,999) |
Lease obligations - operating leases | (84,747) | |
Net cash used in operating activities | (10,019,344) | (4,104,286) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (504,332) | (469,834) |
Disposals of property and equipment | 90,747 | |
Purchase of intangible assets | (14,388) | (35,559) |
Disposal of intangible assets | 40,294 | |
Proceeds from merger with ABC Merger Sub, Inc. | 3,060,740 | |
Net cash provided by (used in) investing activities | 2,542,020 | (374,352) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance debt | 1,318,000 | 2,675,000 |
Repayments of debt | (1,744,676) | (116,392) |
Proceeds from exercise of warrants, net of fees and expenses | 3,926,818 | |
Proceeds from exercise of stock options | 16,669 | |
Proceeds from issuance of Common Stock, net of fees and expenses | 39,855,788 | 4,234 |
Proceeds from issuance of Preferred Stock | 2,518,375 | |
Net cash provided by financing activities | 43,372,599 | 5,081,217 |
Net change in cash | 35,895,275 | 602,579 |
Cash, beginning of year | 641,822 | 39,243 |
Cash, end of year | 36,537,097 | 641,822 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 102,911 | 32,786 |
Conversion of notes payable to Preferred Stock | 1,136,363 | |
Conversion of accounts payable to Preferred Stock | 1,100,000 | |
Conversion of accounts payable to notes payable | 137,729 | |
Discount on debt from issuance of common stock | 493,553 | |
Interest forgiven on PPP loan | 1,363 | |
Conversion of debt to Common Stock | 1,000,000 | |
Conversion of Preferred Stock to Common Stock | 9,025,245 | |
Cashless exercise of 76,999 H-5 warrants | 192,500 | |
Discount on debt with related party | 462,013 | |
Deemed divided on modification of Series H-5 warrants | 432,727 | |
Restricted Stock for service, vested not issued | 42,300 | |
Offering costs included in accounts payable, not paid | 54,617 | |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 1,210,680 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2020shares | |
H-5 Warrants [Member] | |
Number of warrants exercise | 76,999 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | NOTE 1. NATURE OF THE BUSINESS Organization AYRO, Inc. (“AYRO” or the “Company”), a Delaware corporation formerly known as DropCar, Inc. (“DropCar”), a corporation located outside Austin, Texas, is the merger successor discussed below of AYRO Operating Company, Inc., which was formed under the laws of the State of Texas on May 17, 2016 as Austin PRT Vehicle, Inc. and subsequently changed its name to Austin EV, Inc. under an Amended and Restated Articles of Formation filed with the State of Texas on March 9, 2017. On July 24, 2019, the Company changed its name to AYRO, Inc. and converted its corporate domicile to Delaware. The Company was founded on the basis of promoting resource sustainability. The Company is principally engaged in manufacturing and sales of environmentally-conscious, minimal-footprint electric vehicles (“EV’s”). The all-electric vehicles are typically sold both directly and to dealers in the United States. On May 28, 2020, pursuant to the previously announced Agreement and Plan of Merger, dated December 19, 2019, (the “Merger Agreement”) by and among the Company, ABC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AYRO Operating Company, Inc., a Delaware corporation previously known as AYRO, Inc. (“AYRO Operating”), Merger Sub was merged with and into AYRO Operating, with AYRO Operating continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of AYRO Operating’s common stock, par value $0.001 per share, (the “AYRO Operating Common Stock”), including shares underlying AYRO Operating’s outstanding equity awards and warrants, was converted into the right to receive 1.3634 shares (the “Exchange Ratio”) of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”). Immediately following the effective time of the Merger, the Company effected a 1-for-10 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”), and immediately following the Reverse Stock Split, the Company issued a stock dividend of one share of Company Common Stock for each outstanding share of Common Stock to all holders of record immediately following the effective time of the Reverse Stock Split (the “Stock Dividend”). The net result of the Reverse Stock Split and the Stock Dividend was a 1-for-5 reverse stock split. Upon completion of the Merger and the transactions contemplated in the Merger Agreement and assuming the exercise in full of all pre-funded warrants issued pursuant thereto, (i) the former AYRO Operating equity holders (including the investors in a bridge financing and in private placements that closed prior to closing of the Merger) owned approximately 79% of the outstanding equity of the Company; (ii) former DropCar stockholders owned approximately 18% of the outstanding equity of the Company; and (iii) a financial advisor to DropCar and AYRO owned approximately 3% of the outstanding equity of the Company. The Merger is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of DropCar, Inc.’s operations were disposed of as part of the consummation of the Merger and therefore no goodwill or other intangible assets were recorded by the Company as a result of the Merger. In connection with the disposal of DropCar, Inc. operations, AYRO assumed $186,000 of outstanding payables from DropCar plus cash of $186,000 to be used to satisfy those obligations. Payables in excess of those prefunded by DropCar will be the responsibility of AYRO. The Company does not believe any excess would constitute a material amount. AYRO Operating is treated as the accounting acquirer as its stockholders control the Company after the Merger, even though DropCar, Inc. was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements are those of AYRO Operating as if AYRO Operating had always been the reporting company. All reference to AYRO Operating, Inc. shares of common stock, warrants and options have been presented on a post-merger, post-reverse split basis. On December 19, 2019, DropCar entered into an asset purchase agreement (the “Asset Purchase Agreement”) with DC Partners Acquisition, LLC (“DC Partners”), Spencer Richardson and David Newman, pursuant to which DropCar agreed to sell substantially all of the assets associated with its business of providing vehicle support, fleet logistics and concierge services for both consumers and the automotive industry to an entity controlled by Messrs. Richardson and Newman, the Company’s Chief Executive Officer and Chief Business Development Officer at the time, respectively. The aggregate purchase price for the purchased assets consisted of the cancellation of certain liabilities pursuant to those certain employment agreements by and between DropCar and each of Messrs. Richardson and Newman, plus the assumption of certain liabilities relating to, or arising out of, workers’ compensation claims that occurred prior to the closing date of the Asset Purchase Agreement. On May 28, 2020, the parties to the Asset Purchase Agreement entered into Amendment No. 1 to the Asset Purchase Agreement (the “Asset Purchase Agreement Amendment”), which Asset Purchase Agreement Amendment (i) provides for the inclusion of up to $30,000 in refunds associated with certain insurance premiums as assets being purchased by DC Partners, (ii) amends the covenant associated with the funding of the DropCar business, such that DropCar provided the DropCar business with additional funding of $175,000 at the closing of the transactions contemplated by the Asset Purchase Agreement and (iii) provides for a current employee of the Company being transferred to DC Partners to provide transition services to the Company for a period of three months after the closing of the transactions contemplated by the Asset Purchase Agreement. The Asset Purchase Agreement closed on May 28, 2020, immediately following the consummation of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity and Other Uncertainties The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”), which contemplates continuation of the Company as a going concern. The Company is subject to a number of risks similar to those of earlier stage commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies, other technology companies and other technologies. hroughout 2020 and in the first two months of 2021, the Company has raised sufficient cash to fund its operations Since early 2020, when the World Health Organization established the transmissible and pathogenic coronavirus a global pandemic, there have been business slowdowns and decreased demand for ARYO products. The outbreak of such a communicable disease has resulted in a widespread health crisis which has adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. As the outbreak of the disease has continued through 2020 and into 2021, the measures taken by the governments of countries affected has adversely affected the Company’s business, financial condition, and results of operations. The pandemic had an adverse impact on AYRO’s sales and the demand for AYRO products in 2020, resulting in sales that were less than expected at the beginning of 2020. ARYO expects the pandemic to continue to have an adverse impact on sales and dema nd Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates include allowance for doubtful accounts, inventory, fair value of long-lived assets, useful lives for property, plant and equipment and intangibles, valuation of deferred tax asset allowance, and the measurement of stock-based compensation expenses. Actual results could differ from these estimates. Reclassification Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. Cash and Cash Equivalents Cash consists of checking accounts. The Company considers all highly-liquid investments purchased with a maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains total cash balances in one account which exceeds the federally insured limits. Management does not believe this results in any significant credit risk. The Company has no cash equivalents as of December 31, 2020 and 2019. Fair Value Measurements The Company applies Accounting Standards Codification (“ASC”) 820, Fair Value Measurement The carrying amounts of financial instruments reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. As of December 31, 2020 and 2019, the Company did not have any level 2 or level 3 instruments. Accounts Receivable, Net In the normal course of business, the Company extends credit to customers. Accounts receivable, less the allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. An allowance for doubtful accounts is maintained and reflects the best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for doubtful accounts. As of December 31, 2020 and 2019, the Company had reserved an allowance for doubtful accounts of $73,829 and $36,084, respectively. All account receivables are made on an unsecured basis. Inventory, Net Inventory consists of purchased chassis, cabs, batteries, truck beds and component parts which includes cost of raw materials, freight, direct labor, and related production overhead and are stated at the lower of cost or net realizable value, as determined using a first-in, first-out method. Inventory also includes a fleet of internally manufactured vehicles that serve demonstration and other purposes, the balance of which is being depreciated over their useful lives. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is recorded over the shorter of the estimated useful life, of one to ten years, or the lease term of the applicable assets using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment, net, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense when incurred. The estimated useful lives for significant property and equipment categories are as follows: Computer Equipment and Software 1 – 3 years Furniture and Fixtures 2 – 7 years Machinery and Equipment 5 – 10 years Leasehold Improvements Shorter of useful or lease life Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful life of 5-10 years. The Company periodically reviews the estimated useful lives of intangible assets and makes adjustments when events indicate that a shorter life is appropriate. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant under-performance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations. No impairment losses were identified or recorded in the years ended December 31, 2020 and 2019 on the Company’s long-lived assets. Leases Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease obligation on the consolidated balance sheet as of December 31, 2020. The Company has elected not to present short-term leases as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Nature of goods and services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Product revenue Product revenue from customer contracts is recognized on the sale of each Electric Vehicle as vehicles are shipped to customers. The majority of the Company’s vehicle sales orders generally have only one performance obligation: sale of complete vehicles. Ownership and risk of loss transfers to the customer based on FOB shipping point and freight charges are the responsibility of the customer. Revenue is typically recognized at the point in which control transfers or in accordance with payment terms customary to the business. The Company provides product warranties to assure that the product assembly complies with agreed upon specifications. The Company’s product warranty is similar in all material respects to the product warranties provided by the Company’s suppliers, therefore minimizing the warranty liability to the standard labor rates associated with the defective part replacement. Customers do not have the option to purchase a warranty separately; as such, warranty is not accounted for as a separate performance obligation. The Company’s policy is to exclude taxes collected from a customer from the transaction price of automotive contracts. Shipping revenue Amounts billed to customers related to shipping and handling are classified as shipping revenue. The Company has elected to recognize the cost for freight and shipping when control over vehicles has transferred to the customer as a selling expense. The Company has reported shipping expenses of $134,310 and $75,791 for the years ended December 31, 2020 and 2019, respectively. Subscription revenue Subscription revenue from revenue sharing with Destination Fleet Operators (“DFO”) and other vehicle rental agreements is recorded in the month the vehicles in the Company’s fleet is rented. The Company established its rental fleet in late March 2019 which is recorded in the property and equipment section of the accompanying consolidated balance sheets – see Note 7. For the rental fleet, the Company retains title and ownership to the vehicles and places them in DFO’s in resort communities that typically rent golf cars for use in those communities. In August 2020, the Company phased-out the production of its 311 line of vehicles in order to develop a new line of vehicles. The change in production did not represent a strategic shift that will have a major effect on the Company’s operations or financial results. Services and other revenue Services and other revenue consist of non-warranty after-sales vehicle services. Revenue is typically recognized at a point in time when services and replacement parts are provided. Segment Reporting The Company operates in one business segment which focuses on the manufacturing and sales of environmentally-conscious, minimal-footprint EVs. The Company’s business offerings have similar economic and other characteristics, including the nature of products, manufacturing, types of customers, and distribution methods. The chief operating decision maker (CODM) reviews profit and loss information on a consolidated basis to assess performance and make overall operating decisions. The consolidated financial statements reflect the financial results of the Company’s one reportable operating segment. The Company has no significant revenues or tangible assets outside of the United States. Income Taxes The Company accounts for income tax using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred income tax calculation represents management’s best estimate on the most likely future tax consequences of events that have been recognized in the consolidated financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. As of December 31, 2020 and 2019, there were no accruals for uncertain tax positions. Warrants and Preferred Shares The accounting treatment of warrants and preferred share series issued is determined pursuant to the guidance provided by ASC 470, Debt Distinguishing Liabilities from Equity Derivatives and Hedging Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company recognizes all employee share-based compensation as an expense in the financial statements on a straight-line basis over the requisite service period, based on the terms of the awards. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs is determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized ratably over the requisite service period based on the number of options or shares. Stock-based compensation is reversed for forfeitures in the period of forfeiture. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Basic and Diluted Loss Per Share Basic and diluted net loss per share is determined by dividing net loss by the weighted average ordinary shares outstanding during the period. For all periods presented with a net loss, the shares underlying the ordinary share options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per share are the same for periods with a net loss. On May 28, 2020, pursuant to the previously announced Merger Agreement, dated December 19, 2019, the Company issued prefunded common stock warrants to purchase 1,193,391 shares of the Company’s common stock to certain investors (“Penny Warrants”). Penny warrants were included in the calculation of outstanding shares for purposes of basic earnings per share. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2020 2019 Options to purchase Common Stock 1,920,269 996,645 Unvested restricted stock 1,072,503 - Series H-1, H-3, H-4, H-5, I, J, pre-merger AYRO and Merger common stock purchase warrants 3,501,014 461,647 Series H, H-3, H-6, and pre-merger AYRO Seed Preferred Stock 2,475 2,007,193 6,496,261 3,465,485 Research and development costs Costs are incurred in connection with research and development programs that are expected to contribute to future earnings. Such costs include labor, stock-based compensation, training, software subscriptions, and consulting. These amounts are charged to the consolidated statement of operations as incurred. Total research and development expenses included were $1,920,548 and $714,281 for the years ended December 31, 2020 and 2019, respectively. Recent Accounting Pronouncements In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance contains improvements to the Codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the Disclosure Section of the Codification. The guidance also contains Codifications that are varied in nature and may affect the application of the guidance in cases in which the original guidance may have been unclear. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments 326, November 2018 (2018 19 November 2019 (2019 10 2019 11 January 2020 2020 02 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In July 2017, the FASB issued ASU 2017-11— Earnings Per Share (Topic 260), Distinguishing Liabilities From Equity (Topic 480), and Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Revenues | NOTE 3. REVENUES Disaggregation of Revenue Revenue by type consists of the following: Years Ended December 31, 2020 2019 Revenue type Product revenue $ 1,506,055 $ 787,386 Shipping revenue 94,099 83,717 Subscription revenue 1,786 11,883 Service income 2,129 7,166 $ 1,604,069 $ 890,152 Contract Liabilities The Company recognizes a contract liability when a consideration is received, or if the Company has the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration, or an amount of consideration is due from the customer. The table below details the activity in the Company’s contract liabilities as of December 31, 2020 and 2019. The balance at the end of each period is reported as contract liability in the Company’s consolidated balance sheet. As of December 31, 2020 2019 Balance, beginning of year $ - $ 9,999 Additions 183,319 - Transfer to revenue (159,319 ) (9,999 ) Balance, end of period $ 24,000 $ - Warranty Reserve The Company records a reserve for warranty repairs upon the initial delivery of vehicles to its dealer network. The Company provides a product warranty on each vehicle including powertrain, battery pack and electronics package. Such warranty matches the product warranty provided by its supply chain for warranty parts for all unaltered vehicles and is not considered a separate performance obligation. The supply chain warranty does not cover warranty-based labor needed to replace a part under warranty. Warranty reserves include management’s best estimate of the projected cost of labor to repair/replace all items under warranty. The Company reserves a percentage of all dealer-based sales to cover an industry-standard warranty fund to support dealer labor warranty repairs. Such percentage is recorded as a component of cost of revenues in the statement of operations. As of December 31, 2020 and 2019, warranty reserves were recorded within accrued expenses of $43,278 and $27,375, respectively. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable, Net | NOTE 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of amounts due from invoiced customers and product deliveries and were as follows: As of December 31, 2020 2019 Trade receivables $ 839,679 $ 107,230 Less: Allowance for doubtful accounts (73,829 ) (36,084 ) $ 765,850 $ 71,146 |
Inventory, Net
Inventory, Net | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | NOTE 5. INVENTORY, NET Inventory, net consisted of the following: As of December 31, 2020 2019 Raw materials $ 634,085 $ 554,913 Work-in-progress - 64,631 Finished goods 539,169 498,972 $ 1,173,254 $ 1,118,516 Management has determined that no reserve for inventory obsolescence was required as of the years ended December 31, 2020 and 2019. |
Prepaid Expenses And Other Curr
Prepaid Expenses And Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses And Other Current Assets | NOTE 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2020 2019 Prepaid final assembly services $ 520,000 $ - Prepayments for inventory 976,512 49,162 Prepaid other 112,250 115,237 $ 1,608,762 $ 164,399 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: As of December 31, 2020 2019 Computer and equipment $ 815,704 $ 520,586 Furniture and fixtures 127,401 111,347 Lease improvements 221,802 117,897 Prototypes 300,376 490,798 Computer software 62,077 54,516 1,527,360 1,295,144 Less: Accumulated depreciation (916,048 ) (805,778 ) $ 611,312 $ 489,366 Depreciation expense for the years ended December 31, 2020 and 2019 was $332,615 and $615,707, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 8. INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: As of December 31, 2020 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 395,248 $ (291,937 ) $ 103,311 1.05 yrs. Patents and trademarks 70,435 (29,901 ) 40,534 2.45 yrs. $ 465,683 $ (321,838 ) $ 143,845 As of December 31, 2019 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 395,248 $ (193,126 ) $ 202,122 2.30 yrs. Patents 56,047 (14,044 ) 42,003 3.10 yrs. $ 451,295 $ (207,170 ) $ 244,125 Amortization expense for the years ended December 31, 2020 and 2019, was $114,668 and $106,859, respectively. The definite lived intangible assets have no residual value at the end of their useful lives. As of December 31, 2020, the intangible assets amortization expense to be recognized for each of the succeeding five years are as follows: Years ending December 31, Future Amortization Expense 2021 $ 108,924 2022 24,601 2023 8,568 2024 1,752 $ 143,845 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | NOTE 9. FINANCING ARRANGEMENTS The composition of the Company’s debt and financing obligations was as follows: As of December 31, 2020 2019 2019 $500,000 Founder Bridge Note $ - $ 500,000 2019 Vendor Payable Conversion Note - 137,729 2019 $1,000,000 Convertible Bridge Notes - 1,000,000 Note payable – auto financing 21,608 28,555 21,608 1,666,284 Less: debt discount - (341,310 ) 21,608 1,324,974 Less: current portion (7,548 ) (1,006,947 ) Long-term debt $ 14,060 $ 318,027 Auto Financing In August of 2018, the Company entered into an auto financing arrangement with an auto lender (“Auto Financing Note”) in the amount of $36,962. The Auto Financing Note carries a maturity date of August 31, 2023, at a 8.34% interest rate. Interest expense for the years ended December 31, 2020 and 2019, was $2,119 and $2,673, respectively. Financing arrangements settled during the periods presented are as follows: 2019 $500,000 Founder Bridge Note In October 2019, the Company received $500,000 under a 120-day bridge term loan (the “Founder Bridge Note”), bearing interest at the rate of 14% per annum, payable quarterly, from Mark Adams, a founding board member. As an inducement for the bridge loan, the Company granted Mr. Adams 143,975 shares of common stock. On December 13, 2019, Mr. Adams agreed to modify the terms of the note and extend the maturity date until April 30, 2021 in exchange for the issuance of 136,340 shares of common stock. A discount on debt of $398,017 was recorded and amortized over the life of the loan as a component of interest expense on the accompanying consolidated statements of operations. The discount was calculated by allocating the relative fair value of the underlying equity grant, determined using the relative fair market value method to ascribe the value of the common stock at the time of the grant, relative to the face value of the loan to arrive at the total debt discount. On September 30, 2020, the Company repaid the Founder Bridge Note in full. The final amount paid was $517,405 consisting of $500,000 in principal and $17,405 in accrued interest. Interest expense for the years ended December 31, 2020 and 2019, was $52,500 and $13,386, respectively. Amortization expense on the discount on debt for the years ended December 31, 2020 and 2019, was $103,602 and $100,722, respectively. The Company reported a loss on the debt extinguishment related to the unamortized discount on debt of $193,693. 2019 Vendor Payable Conversion Note In December 2019, a marketing firm agreed to convert 90% of trade accounts payable the Company owed that firm to a term loan with a principal amount of $137,729 and bearing interest at the rate of 15% per annum, payable quarterly, with a maturity date of May 31, 2021. The Company also issued the marketing firm 17,997 shares of common stock in conjunction with this term loan. A discount on debt of $46,683 was recorded and amortized over the life of the loan as a component of interest expense on the accompanying consolidated statements of operations. The discount was calculated by allocating the relative fair value of the underlying equity issuance, determined using the relative fair market value method to ascribe the value of the common stock at the time of the issuance, relative to the face value of the loan to arrive at the total debt discount. On September 30, 2020, the Company repaid the conversion loan in full. The final amount paid was $143,454 consisting of $137,729 in principal and $5,725 in accrued interest. Interest expense for the years ended December 31, 2020 and 2019, was $15,494 and $9,302, respectively. Amortization expense on the discount on debt for the years ended December 31, 2020 and 2019, was $24,008 and $2,668, respectively. The Company reported a loss on the debt extinguishment related to the unamortized discount on debt of $20,007. 2019 $1,000,000 Convertible Bridge Notes In December of 2019, the Company received cash in exchange for convertible promissory notes from five institutional lenders totaling $1,000,000. The maturity date of the notes was the earlier of (1) the closing of the Merger, (2) May 31, 2020, and (3) ninety (90) days if the Company determined not to proceed with the Merger. The notes accrued interest at five percent (5%). Immediately prior to the consummation of the Merger, the outstanding principal was converted into 1,030,585 shares of common stock. Interest expense for the years ended December 31, 2020 and 2019, was $20,833 and $1,291, respectively. 2019 $800,000 Convertible Notes During the first quarter of 2019, the Company received cash in exchange for convertible promissory notes from seven individual lenders, totaling $800,000. The terms for the notes were sixty (60) days with an additional sixty-day extension to be exercised at the discretion of the Company. The notes accrued interest at twelve (12%) for the first sixty days and at fifteen percent (15%) for the sixty-day extension. The lenders had the option to convert the notes and accrued interest into AYRO Seed Preferred Stock (see Note 10) at $1.75 per share before the sixty-day extension period has expired. In May 2019, four lenders converted $350,000 of principle and $9,062 of accrued interest into 205,178 of AYRO Seed Preferred Stock. In September 2019, one lender converted $100,000 of convertible notes to a twelve-month term loan (see 2019 $250,000 Bridge Notes 2019 $250,000 Bridge Notes During the third quarter of 2019, the Company received cash in exchange for term loans from five individual lenders, totaling $250,000. Additionally, one lender holding convertible debt, converted $100,000 in principal amount to a term loan (see 2019 $800,000 Convertible Notes 2020 $500,000 Bridge Notes In February 2020, the Company received cash in exchange for promissory notes from three institutional lenders totaling $500,000. The maturity date of the notes was the earlier of (1) the closing of the Merger, (2) May 31, 2020, and (3) ninety (90) days the Company determines not to proceed with the Merger. The notes accrued interest at seven percent (7%). Immediately after the consummation of the Merger, the notes were redeemed for cash. Interest expense for the year ended December 31, 2020 was $9,373. 2020 $600,000 Bridge Notes In April 2020, the Company issued a secured promissory note payable to an individual investor providing $600,000 of short-term financing. The notes carried an interest rate of fifteen percent (15%) and were to be repaid upon the earlier of (1) closing date of the pending the Merger and (2) July 14, 2020. Fifty percent (50%) of the principal amount was personally guaranteed by Mark Adams, a former director of AYRO Operating and AYRO. In conjunction with the notes, 553,330 shares of common stock (276,665 shares of common stock representing two percent (2%) of the combined company’s post-merger outstanding common stock each) were issued to the lender and to Mr. Adams as compensation for his personal guarantee. A discount on debt of $462,013 was recorded in the transaction and was being amortized over the life of the note as a component of interest expense on the accompanying consolidated statements of operations. The discount was calculated by allocating the relative fair value of the underlying equity issuance, determined using the relative fair market value method to ascribe the value of the common stock at the time of the issuance, relative to the face value of the loan to arrive at the total debt discount. Interest expense for the years ended December 31, 2020 was $10,233. Amortization expense for the discount on debt for the year ended December 31, 2020 was $108,788. The note was fully repaid upon closing of the Merger. The Company reported a loss on the debt extinguishment related to the unamortized discount on debt of $353,225. 2020 Paycheck Protection Program Term Note In May 2020, the Company entered into a Paycheck Protection Program Term Note (the “PPP Note”) with Pacific Western Bank, NA in the amount of $218,000. The PPP Note was issued to the Company pursuant to the Coronavirus, Aid, Relief, and Economic Security Act’s (the “CARES Act”) (P.L. 116-136) Paycheck Protection Program (the “Program”). The PPP Note carries a maturity date of May 20, 2022, at a 1% interest rate. On December 29, 2020, notice of the PPP Note forgiveness was granted to the Company. The forgiveness amount of $218,000 in principal and $1,363 other income line item on the statement of operations |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock During the third quarter of 2019, the Company issued 122,379 shares of common stock in connection with the 2019 $250,000 Bridge Notes. In October 2019, the Company issued 143,975 shares of common stock in connection with the 2019 $500,000 Founder Bridge Note. In October 2019, the Company issued 231,778 shares of common stock in connection with the termination of the royalty-based agreement with Sustainability Initiatives, LLC (“SI”). In December 2019, the Company issued 136,340 shares of common stock in connection with the extension of the 2019 $500,000 Founder Bridge Note. In December 2019, the Company issued 434,529 shares of common stock in connection with the cancellation of 477,190 stock options originally granted with the amendment of the royalty agreement with Sustainability Initiatives, LLC. In December 2019, the Company issued 67,488 shares of common stock in connection with the fee-for-service consulting agreement with Sustainability Consultants, LLC. In December 2019, the Company issued 17,997 shares of common stock in connection with the conversion of outstanding accounts payable to a promissory note with a local marketing firm. In April 2020, the Company issued 553,330 shares of common stock in connection with the issuance of the 2020 $600,000 Bridge Note. On June 17, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 2,200,000 shares of common stock, par value $0.0001 per share, at an offering price of $2.50 per share for gross proceeds of $5,500,000 before offering expenses of $435,000. On July 6, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 3,157,895 shares of common stock, par value $0.0001 per share, at an offering price of $4.75 per share for gross proceeds of $15,000,000 before offering expenses of $1,249,200. On July 21, 2020, the Company entered into a Securities Purchase Agreement with certain existing investors, pursuant to which the Company sold, in a registered public offering by the Company directly to the investors an aggregate of 1,850,000 shares of common stock, par value $0.0001 per share, at an offering price of $5.00 per share for gross proceeds of $9,250,000 before offering expenses of $740,000. Each purchaser also had the right to purchase, on or before October 19, 2020, additional shares of common stock (the “Additional Shares”) equal to the full amount of 75% of the common stock it purchased at the initial closing, or an aggregate of 1,387,500 shares, at price of $5.00 per share. On October 16, 2020, the Company entered into an addendum to the Agreement (the “Addendum”), which extended the deadline for each purchaser to exercise the right to purchase the Additional Shares by one year, to October 19, 2021. As of December 31, 2020 On November 22, 2020, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which such stockholders agreed to purchase an aggregate of 1,650,164 shares of AYRO common stock, par value $0.0001 per share, at an offering price of $6.06 per share, for gross proceeds of approximately $10,000,000 before the deduction of fees and offering expenses of $847,619. During July 2020, the Company issued 225,590 shares of common stock from the conversion of 7,833 shares of Series H-6 Preferred Stock. During the year ended December 31, 2020, the Company issued 5,074,645 shares of common stock from the exercise of 5,092,806 warrants and received net cash proceeds of $3,926,818. During the year ended December 31, 2020, the Company issued 1,030,585 shares of common stock from the conversion of the 2019 $1,000,000 Convertible Bridge Notes – See Note 9. During the year ended December 31, 2020, the Company issued 2,337,663 shares of common stock from the closing of the Merger in consideration for $3,060,740 of cash and equity of Merger Sub. During the year ended December 31, 2020, the Company issued 1,573,218 shares of common stock, par value $0.0001 per share, for proceeds of $2,000,000 net of offering fees and expenses of $609,010, pursuant to Stock Purchase Agreements entered into on December 19, 2019 as a component of the Merger Agreement and contingent upon closing of the Merger. During the year ended December 31, 2020, the Company issued 1,037,496 shares of common stock to advisors in connection with the Merger. In December 2020, based on its contract, the Company agreed to issue 15,000 shares of common stock to Core IR, the Company’s investor relations firm. The shares were immediately vested and are unissued at December 31, 2020. An expense of $42,300 was recorded for the year ended December 31, 2020 in the general & administrative operating expenses in the Statements of Operations. During the year ended December 31, 2020, the Company issued 2,007,193 shares of the common stock from the conversion of 7,360,985 AYRO Seed Preferred Stock. During the year ended December 31, 2020, the Company issued 6,817 shares of common stock from the exercise of stock options and received cash proceeds of $16,669. During the year ended December 31, 2020, the Company issued 795 shares of common stock from the conversion of 955 shares of H-3 Preferred Stock. Restricted Stock During the year ended December 31, 2020, the Company issued 1,087,618 shares of restricted common stock of which 15,115 shares were vested, valued based on the stock price at the date of issuance with a weighted average price of $5.27 per share, pursuant to the AYRO, Inc. 2020 Long-Term Incentive Plan. The Company recognized compensation expense during the year ended December 31, 2020 of $772,411. Preferred Stock Upon closing of the Merger, the Company assumed the Series H, H-3 and H-6 preferred stock of DropCar, Inc., which respective conversion prices have been adjusted to reflect the May 2020 one-for-five reverse split. Series H Convertible Preferred Stock Under the terms of the Series H Certificate of Designation, each share of the Company’s Series H Convertible Preferred Stock (the “Series H Preferred Stock”) has a stated value of $154.00 and is convertible into shares of the Company’s Common Stock, equal to the stated value divided by the conversion price of $184.80 per share (subject to adjustment in the event of stock splits or dividends). The Company is prohibited from effecting the conversion of the Series H Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon such conversion. In the event of liquidation, the holders of the Series H Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2020, such payment would be calculated as follows: Number of Series H Preferred Stock outstanding as of December 31, 2020 8 Multiplied by the stated value $ 154.00 Equals the gross stated value $ 1,232 Divided by the conversion price $ 184.80 Equals the convertible shares of Company Common Stock 7 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 43 Series H-3 Convertible Preferred Stock Pursuant to the Series H-3 Certificate of Designation (as defined below), the holders of the Company’s Series H-3 Convertible Preferred Stock (the “Series H-3 Preferred Stock”) are entitled to elect up to two members of a seven-member Board, subject to certain step downs; pursuant to the Series H-3 securities purchase agreement, the Company agreed to effectuate the appointment of the designees specified by the Series H-3 investors as directors of the Company. Under the terms of the Series H-3 Certificate of Designation, each share of the Series H-3 Preferred Stock has a stated value of $138.00 and is convertible into shares of common stock, equal to the stated value divided by the conversion price of $165.60 per share (subject to adjustment in the event of stock splits and dividends). The Company is prohibited from effecting the conversion of the Series H-3 Preferred Stock to the extent that, as a result of such conversion, the holder or any of its affiliates would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series H-3 Preferred Stock. In the event of liquidation, the holders of the Series H-3 Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H-3 Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2020 Number of Series H-3 Preferred Stock outstanding as of December 31, 2020 1,234 Multiplied by the stated value $ 138.00 Equals the gross stated value $ 170,292 Divided by the conversion price $ 165.60 Equals the convertible shares of Company Common Stock 1,028 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 6,250 Series H-6 Convertible Preferred Stock On February 5, 2020, the Company filed the Certificate of Designations, Preferences and Rights of the Series H-6 Preferred Stock (the “Series H-6 Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing and designating the rights, powers and preferences of the Series H-6 Preferred Stock. The Company designated up to 50,000 shares of Series H-6 Preferred Stock and each share has a stated value of $72.00 (the “H-6 Stated Value”). Each share of Series H-6 Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock of the Company determined by dividing the H-6 Stated Value by the initial conversion price of $3.60 per share, which was then further reduced to $2.50 under the anti-dilution adjustment provision, subject to a 9.99% blocker provision. The Series H-6 Preferred Stock has the same dividend rights as the common stock, except as provided for in the Series H-6 Certificate of Designation or as otherwise required by law. The Series H-6 Preferred Stock also has the same voting rights as the common stock, except that in no event shall a holder of Series H-6 Preferred Stock be permitted to exercise a greater number of votes than such holder would have been entitled to cast if the Series H-6 Preferred Stock had immediately been converted into shares of common stock at a conversion price equal to $3.60. In addition, a holder (together with its affiliates) may not be permitted to vote Series H-6 Preferred Stock held by such holder to the extent that such holder would beneficially own more than 9.99% of our common stock. In the event of any liquidation or dissolution, the Series H-6 Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution. The holders of Series H-6 Preferred Stock are entitled to certain anti-dilution adjustments if the Company issues shares of its common stock at a lower price per share than the applicable conversion price of the Series H-6 Preferred Stock. If any such dilutive issuance occurs prior to the conversion of the Series H-6 Preferred Stock, the conversion price will be adjusted downward to a price that cannot be less than 20% of the exercise price of $3.60. In the event of liquidation, the holders of the Series H-6 Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H-6 Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2020, Number of Series H-6 Preferred Stock outstanding as of December 31, 2020 50 Multiplied by the stated value $ 72.00 Equals the gross stated value $ 3,600 Divided by the conversion price $ 2.50 Equals the convertible shares of Company Common Stock 1,440 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 8,755 AYRO Series Seed Preferred Stock Prior to the Merger, the Company was authorized to issue 8,472,500 shares of preferred stock, no par value, of which all were designated as Series Seed Preferred Stock. As of December 31, 2020, The Series Seed Preferred Stock was convertible at any time after issuance at the option of the holder into the Company’s Common Stock on a 1-for-1 basis, subject to any exchange ratios, reverse splits, or stock dividends. The Series Seed Preferred Stock was also subject to mandatory conversion provisions upon either (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended covering the offer and sale of the Company’s Common Stock; or, (ii) upon the receipt by the Company of a written request for such conversion from the holders of a majority of the Preferred Stock then outstanding. In the event the outstanding shares of Common Stock are subdivided (by stock split, stock dividend, reverse split or otherwise), the shares of Series Seed Preferred Stock will be adjusted ratably to maintain each share’s ownership percentage. The Series Seed Preferred Stock Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to common stockholders upon liquidation. During the first half of 2019, 1,092,215 shares of Series Seed Preferred Stock were sold for $1.75 per share for a cash proceeds of $1,911,375. During the second quarter of 2019, 238,500 shares of Series Seed Preferred Stock were sold for $2.00 per share for a cash proceeds of $477,000. Additionally, during the second quarter of 2019, 205,178 shares of Series Seed Preferred Stock were issued from the conversion of $359,062 of debt and related interest – See Note 9. During the third quarter of 2019, 65,000 shares of Series Seed Preferred Stock were sold for $2.00 per share for a cash proceeds of $130,000. During the fourth quarter of 2019, 777,301 shares of Series Seed 3 Preferred Stock were issued at $1.00 per share in exchange for cancellation of $777,301 of notes payable and accrued interest. Additionally, during the fourth quarter of 2019, 1,100,000 shares of Series Seed 3 Preferred Stock were issued at $1.00 per share in exchange for cancellation of $1,100,000 of trade accounts payable from a single supplier. In conjunction with the Merger, all 7,360,985 shares of AYRO Series Seed Preferred Stock were converted into approximately 2,007,193 shares of the Company Common Stock after taking into account the Exchange Ratio, Reverse Stock Split and Stock Dividend. Warrants AYRO Seed Warrants Prior to the Merger, the Company issued 461,647 warrants (the “AYRO Seed Warrants”) with an exercise price $7.33. The AYRO Seed Warrants terminate five years from the grant date. As of December 31, 2020, there were 461,647 AYRO Seed Warrants outstanding. For the years ended December 31, 2020 and 2019, the Company recorded warrant expense related to the AYRO Seed Warrants of $36,760 and $418,877, respectively. Series I, J, H, H-1, H-3, H-4 and H-5 warrants transferred to AYRO common stock pursuant to the Merger. Series I Warrants As a result of the Merger, 14,636 Series I Warrants transferred to AYRO and have an exercise price of $69.00 per share. If at any time (i) the volume weighted average price (“VWAP”) of the Common Stock exceeds $138.00 for not less than the mandatory exercise measuring period; (ii) the daily average number of shares of Common Stock traded during the mandatory exercise measuring period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series I Warrants still unexercised for a cash exercise. As of December 31, 2020, there were 14,636 outstanding. Series H-1 Warrants As a result of the Merger, 10,149 Series H-1 Warrants transferred to AYRO and have an exercise price $145.20 per share, subject to adjustments (the “Series H-1 Warrants”). Subject to certain ownership limitations, the Series H-1 Warrants are immediately exercisable from the issuance date and will be exercisable for a period of five (5) years from the issuance date. All 10,149 Series H-1 Warrants expired during the year ended December 31, 2020 Series H-3 Warrants As a result of the Merger, 2,800 Series H-3 Warrants transferred to AYRO and have an exercise price of $165.60 per share, subject to adjustments (the “Series H-3 Warrants”). Subject to certain ownership limitations, the Series H-3 Warrants are immediately exercisable from the issuance date and will be exercisable for a period of five (5) years from the issuance date. As of December 31, 2020, there were 2,800 Series H-3 Warrants outstanding. Exercise of Series H-4 Warrants and Issuance of Series J Warrants Series H-4 Warrants As a result of the Merger, 37,453 Series H-4 Warrants transferred to AYRO and have an exercise price of $15.60. The Series H-4 Warrants contain an anti-dilution price protection and the warrants cannot be less than $15.60 per share. As of December 31, 2020, there were 37,453 Series H-4 Warrants outstanding. As a result of the Merger, 52,023 Series J Warrants transferred to AYRO. The terms of the Series J Warrants are substantially identical to the terms of the Series H-4 Warrants except that (i) the exercise price is equal to $30.00 per share, (ii) the Series J Warrants may be exercised at all times beginning on the 6-month anniversary of the issuance date on a cash basis and also on a cashless basis, (iii) the Series J Warrants do not contain any provisions for anti-dilution adjustment and (iv) the Company has the right to require the Holders to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise if the volume-weighted average price (VWAP) (as defined in the Series J Warrant) for the Company’s common stock equals or exceeds $45.00 for not less than ten consecutive trading days. If at any time (i) the VWAP of the Common Stock exceeds $9.00 for not less than the mandatory exercise measuring period; (ii) the daily average number of shares of Common Stock traded during the mandatory exercise measuring period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise. As of December 31, 2020, there were 52,023 Series J Warrants outstanding. Series H-5 Warrants As a result of the Merger, 296,389 Series H-5 Warrants were transferred to AYRO and have an exercise price of $2.50 per share. Subject to certain ownership limitations, the H-5 Warrants will be exercisable beginning six months from the issuance date and will be exercisable for a period of five years from the initial issuance date. The H-5 Warrants are entitled to certain anti-dilution adjustments if the Company issues shares of its common stock at a lower price per share than the applicable exercise price (subject to a floor of $0.792 per share). An anti-dilution adjustment was triggered resulting in an adjusted exercise price per share from $3.96 to $2.50, resulting in an issuance of an additional 173,091 warrants that are exercisable at $2.50 per share. As of December 31, 2020, 121,004 Series H-5 Warrants were exercised in to 102,839 shares of the Company’s common stock, of which 76,999 Series H-5 Warrants were redeemed through a cashless exercise and 18,161 shares were cancelled, whereby the warrant holder did not pay cash for the shares but instead received the number of shares equal to the difference between the exercise price and the market price. As of December 31, 2020, 348,476 Series H-5 Warrants outstanding. The Company considers the change in exercise price due to the anti-dilution trigger related to the Series H-5 Warrants to be of an equity nature, as the issuance allowed the warrant holders to exercise warrants in exchange for common stock, which represents an equity for equity exchange. Therefore, the change in the fair value before and after the effect of the anti-dilution triggering event and the fair value of the Series H-5 warrants will be treated as a deemed dividend in the amount of $432,727. Cash received upon exercise in excess of par value is accounted for through additional paid in capital. The Company valued the deemed dividend as the difference between: (a) the modified fair value of the Series H-5 Warrants in the amount of $967,143 and (b) the fair value of the original award prior to the modification of $534,416. The warrants were valued using the Black-Scholes option pricing model on the date of the modification and issuance using the following assumptions: (a) fair value of common stock of $2.77 per share, (b) expected volatility of 89.96%, (c) dividend yield of 0%, (d) risk-free interest rate of 0.24%, and (e) expected life of 5 years. The Series H-5 Warrants were exercisable beginning June 6, 2020. The Series I, H-1, H-3, H-4, J and H-5 Warrants expire through the years 2021-2024. Bridge Loan Warrants In December of 2019, the Company entered in a convertible bridge loan with five institutional lenders totaling $1,000,000 (see Note 9). On May 28, 2020, immediately prior to the closing of the Merger, the five lenders received 1,030,585 warrants (the “Bridge Loan Warrants”) to purchase 1,030,585 shares of common stock at an exercise price of $1.1159 per share. The Bridge Loan Warrants have full ratchet anti-dilution price protection with respect to future issuances of securities at an effective price below the exercise price with the exercise price per share reducing to such exercise price and the number of shares deliverable upon exercise of the warrants increasing such that the aggregate exercise price under each warrant remains constant. The Bridge Loan Warrants terminate after a period of 5 years on May 28, 2025. As of December 31, 2020, Secured Loan Warrants In February 2020, the Company entered into secured promissory notes with three institutional lenders totaling $500,000 (see Note 9). On May 28, 2020, immediately after the closing of the Merger, pursuant to and in connection with the issuance of the notes, the Company issued warrants (the “Secured Loan Warrants”) to purchase an aggregate of 100,000 shares of common stock to the three lenders for an aggregate additional purchase price of $10,000. As of December 31, 2020 AYRO Private Placement Warrants On May 28, 2020, the Company entered into the first AYRO Operating Private Placement Stock Purchase Agreement (“SPA”) with current stockholders of the Company and AYRO Operating, pursuant to which such stockholders agreed to purchase, prior to the consummation of the Merger, shares of AYRO Operating Common Stock and 1,401,791 warrants (the “First Private Placement Warrants”) to purchase AYRO Operating’s common stock for an aggregate purchase price of $1,150,000. Prior to the closing of the Merger, AYRO Operating issued to the investors party to this first AYRO Private Placement SPA (i) an aggregate of approximately 543,179 shares of common stock and pre-funded warrants to purchase 429,305 shares of Company Common Stock at an exercise price of $0.000367 per share, and (ii) First Private Placement Warrants to purchase 972,486 shares of common stock at an exercise price of $1.3599 per share. The First Private Placement Warrants issued pursuant to the first AYRO Operating Private Placement SPA have full ratchet anti-dilution price protection with respect to future issuances of securities at an effective price below the exercise price with the exercise price per share reducing to such exercise price and the number of shares deliverable upon exercise of the warrant increasing such that the aggregate exercise price under each warrant remains constant. The First Private Placement Warrants terminate after a period of 5 years on May 28, 2025. As of December 31, 2020 On May 28, 2020, the Company entered into the second AYRO Operating Private Placement SPA with current investors of the Company and AYRO Operating, pursuant to which such investors agreed to purchase, prior to the consummation of the Merger, shares of AYRO Operating Common Stock and 1,603,832 warrants (the “Second Private Placement Warrants”) to purchase AYRO Operating Common Stock for an aggregate purchase price of $850,000. On the closing date of the Merger, AYRO Operating issued to the investors party to this second AYRO Operating Private Placement SPA (i) an aggregate of approximately 1,030,039 shares of common stock and pre-funded warrants to purchase 286,896 shares of Company Common Stock at an exercise price of $0.000367 per share, and (ii) Second Private Placement Warrants to purchase 1,316,936 shares of common stock at an exercise price of $0.7423 per share. The Second Private Placement Warrants issued pursuant to the second AYRO Operating Private Placement SPA have full ratchet anti-dilution price protection with respect to future issuances of securities at an effective price below the exercise price with the exercise price per share reducing to such exercise price and the number of shares deliverable upon exercise of the warrant increasing such that the aggregate exercise price under each warrant remains constant. The Second Private Placement Warrants terminate after a period of 5 years on May 28, 2025. As of December 31, 2020 Other AYRO Operating Warrants At the effective time of the Merger, each AYRO Operating warrant that was outstanding and unexercised immediately prior to the effective time was converted pursuant to its terms and became a warrant to purchase Company Common Stock, including the following: On May 28, 2020, the Company entered into Common Stock Purchase Warrant Agreements with Palladium Capital Advisors, LLC (“Palladium”) in connection with Palladium’s role as placement agent to AYRO Operating. The Common Stock Purchase Warrant Agreements included the right to purchase an aggregate of 232,404 shares of common stock, of which 72,142 have an exercise price per share of $1.1159, 68,076 have an exercise price per share of $1.3599, and 92,186 have an exercise price per share of $0.7423 and all of the above warrants terminate after a period of 5 years on May 28, 2025. As of December 31, 2020 On May 28, 2020, the Company entered into a Common Stock Purchase Warrant Agreement with an investor. The Common Stock Purchase Warrant Agreement included the right to purchase an aggregate 477,190 shares of common stock in connection with a nominal stock subscription agreement entered into on December 31, 2019. The warrants contained an exercise price of $0.000367 per share. During the year ended December 31, 2020, Other AYRO Warrants On June 19, 2020, the Company agreed to issue finder warrants (the “June Finder Warrants”) to purchase 27,273 shares of the Company’s common stock at an exercise price of $2.75 per share to a finder or its designees, and the Company agreed to issue warrants to Palladium (the “June Placement Agent Warrants”) to purchase 126,000 shares of the Company’s common stock at an exercise price of $2.875 per share. The June Finder Warrants and June Placement Agent Warrants terminate after a period of 5 years on June 19, 2020. As of December 31, 2020, December 31, 2020, the 27,273 June Finder Warrants were outstanding. On July 8, 2020, the Company agreed to issue finder warrants (the “July 8 Finder Warrants”) to purchase 71,770 shares of the Company’s common stock at an exercise price of $5.225 per share to a finder or its designees, and the Company agreed to issue warrants to Palladium (the “July 8 Placement Agent Warrants”) to purchase 147,368 shares of the Company’s common stock at an exercise price of $5.4625 per share. The July 8 Finder Warrants and July 8 Placement Agent Warrants terminate after a period of 5 years on July 8, 2020. As of December 31, 2020, there were 71,770 July 8 Finder Warrants and 147,368 July 8 Placement Agent Warrants were outstanding. On July 22, 2020, the Company agreed to issue warrants to Palladium (the “July 22 Placement Agent Warrants”) to purchase 129,500 shares of the Company’s common stock at an exercise price of $5.750 per share. The July 22 Placement Agent Warrants terminate after a period of 5 years on July 22, 2020. As of December 31, 2020, there were 129,500 July 22 Placement Agent Warrants outstanding. On September 25, 2020, the Company issued a warrant (the “September Warrant”) to purchase 31,348 shares of the Company’s common stock at an exercise price of $3.19 per share to a vendor for facilitating a manufacturing agreement. The September Warrant is immediately exercisable and expires on September 25, 2025. The September Warrant was classified as equity and the estimated fair value of $2.13 per share was computed as of September 25, 2020 using the Black-Scholes model. The Company recorded $66,845 as stock-based compensation expense for the total fair value of the September Warrant. As of December 31, 2020 As of September 25, 2020 Dividend - % Risk Free Rate 0.30 % Stock Price $ 2.90 Strike Price $ 3.19 Term 5.00 Volatility 102 % On November 22, 2020, the Company entered into a Securities Purchase Agreement with new and current stockholders of the Company, pursuant to which such stockholders agreed to purchase shares of AYRO’s Common Stock, Series A Warrants and Series B Warrants to purchase AYRO’s Common Stock for an aggregate purchase price of $9,999,997. Each purchaser additionally purchased and received Series A Warrants and Series B Warrants equal to 75% and 50% of the purchased shares, for a total of 1,237,624 Series A Warrants and 825,084 Series B Warrants. The Series A Warrants are immediately exercisable, in whole or in part at a strike price of $8.09 and terminate six months from the date of issuance on May 24, 2021. The Series B Warrants are immediately exercisable, in whole or in part, at a strike price of $8.90, and terminate five years from the date issuance on November 24, 2025. As of December 31, 2020 . On November 22, 2020, the Company December 31, 2020, there were 56,256 November Finder Warrants and 57,756 November Placement Agent Warrants were outstanding. A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at December 31, 2018 128,977 $ 7.33 4.22 Granted 332,670 7.33 Exercised - Cancellations - Forfeitures - Outstanding at December 31, 2019 461,647 $ 7.33 4.22 Assumed as part of the Merger 413,450 14.11 Granted 7,728,872 3.2 Exercised (5,092,806 ) 0.86 Expired (10,149 ) 145.2 Outstanding at December 31, 2020 3,501,014 $ 8.03 2.87 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | NOTE 11. STOCK BASED COMPENSATION AYRO 2020 Long Term Incentive Plan On May 28, 2020, the Company’s shareholders approved the AYRO, Inc. 2020 Long Term Incentive Plan for future grants of incentive stock options, nonqualified stock, stock appreciation rights, restricted stock, restricted stock units, performance and other awards. The Company has reserved a total of 4,089,650 shares of its common stock pursuant to the AYRO, Inc. 2020 Long-Term Incentive Plan, including shares of restricted stock that have been issued. The Company has 2,051,537 stock options, restricted stock and warrants remaining under this plan as of December 31, 2020. AYRO 2017 Long Term Incentive Plan Prior to the Merger, the Company granted stock options and warrants pursuant to the 2017 Long Term Incentive Plan effective January 1, 2017. As of December 31, 2020, the 2017 Long Term Incentive Plan remains active, but no additional awards may be granted. DropCar Amended and Restated 2014 Equity Incentive Plan The DropCar Amended and Restated 2014 Equity Incentive Plan was amended in 2018 to increase the number of shares of Company common stock available for issuance. Pursuant to the 2014 Equity Incentive Plan (the “2014 Plan”), 141,326 shares of common stock were reserved for issuance and there are options to purchase 61,440 shares outstanding as of December 31, 2020. As of December 31, 2020, there were zero shares available for grant under the 2014 Plan. Stock-based compensation, including stock options, warrants and restricted stock, expense is included in the consolidated statement of operations as follows: Years Ended December 31, 2020 2019 Research and development $ 65,433 $ (40,828 ) Sales and marketing 160,480 46,723 General and administrative 1,601,095 3,366,831 Total $ 1,827,008 $ 3,372,726 Options The following table reflects the stock option activity: Number of Shares Weighted Average Exercise Price Contractual Life (Years) Outstanding at December 31, 2018 899,844 $ 2.45 5.80 Granted 890,300 3.54 Exercised - - - Cancellations (477,190 ) 3.08 Forfeitures (316,309 ) 3.08 Outstanding at December 31, 2019 996,645 $ 2.92 5.73 Assumed as part of the Merger 61,440 46.95 Granted 896,269 3.06 Exercised (6,817 ) (2.45 ) Forfeitures (27,268 ) (2.86 ) Outstanding at December 31, 2020 1,920,269 $ 4.40 8.66 Of the outstanding options, 975,388 were vested and exercisable as of December 31, 2020. At December 31, 2020 the aggregate intrinsic value of stock options vested and exercisable was $2,997,456. The Company recognized $908,533 and $286,722 of stock option expense for the years ended December 31, 2020 and 2019, respectively. Total compensation cost related to non-vested stock option awards not yet recognized as of December 31, 2020 was $1,973,286 a Determining the appropriate fair value of the stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and the expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company uses the following inputs when valuing stock-based awards. As of December 31, 2020 2019 Expected life (years) 5.0 5.0 Risk-free interest rate 0.38 % 1.62 % Expected volatility 89.76 % 73.20 % Total grant date fair value $ 1.83 to $2.81 $ 3.45 The expected life of the employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company comparable data and in periods prior to the Merger historical private placement data as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. Restricted Stock The following table reflects the restricted stock activity: Number of Shares Weighted Average Grant Price Outstanding at December 31, 2019 - $ 0 Granted 1,087,618 5.27 Vested (15,115 ) (3.17 ) Outstanding at December 31, 2020 1,072,503 $ 5.30 In September 2020, the Company issued 436,368 shares of restricted stock to current directors, of which 15,115 immediately vested and the remainder to vest in December 2020, which was subsequently modified to vest in full in May 2021. In December of 2020, The Company recognized compensation expense during the year ended December 31, 2020 a In December 2020, based on objectives achieved, the Company issued 651,250 shares of restricted stock that vest according to the following vesting schedule: one-third will vest on May 28, 2021, one-third will vest on December 4, 2021 and one-third will vest on December 4, 2022. Compensation expense for the Keller Restricted Stock of $223,732 a Other Share-Based Payments Warrants: The Company grants stock warrants pursuant to the 2017 Long Term Incentive Plan (“LTIP”) effective January 1, 2017. The Company measured consultant stock-based awards at grant-date fair value and recognizes contractor consulting expense for contractor warrants on a straight-line method basis over the vesting period of the award. Grants to consultants are expensed at the earlier of (i) the date at which a commitment for performance by the service provider to earn the equity instrument is reached and (ii) the date at which the service provider’s performance is complete. The Company recognized $103,764 and $448,608 of warrant expense related to consulting services for the years ended December 31, 2020 and 2019, respectively. Stock Grants The Company recognized $42,300 and $2,637,396 of stock grant expense related to services for the years ended December 31, 2020 and 2019, respectively. In December 2020, based on its contract, the Company issued 15,000 shares of restricted stock to Core IR, the Company’s investor relations firm. The shares were immediately vested and are unissued as of December 31, 2020. An expense of $42,300 was recorded for the year ended December 31, 2020 in the general & administrative operating expenses in the Statements of Operations. In October 2019, the Company granted 231,778 shares of the Company’s common stock to Sustainability Initiatives, LLC, an entity controlled by two of the Company’s founding board members as compensation for the termination of the consulting agreement with that entity. Stock-based compensation of $908,650 was recorded in the transaction. In October 2019, the Company granted 143,975 shares of the Company’s common stock to Mark Adams, a founding board member, as consideration in providing a $500,000 150-day term loan to the Company. In December 2019, the Company granted an additional 136,340 shares of the Company’s common stock to Mr. Adams as consideration for extending the term date of the loan to April 30, 2021. A discount on debt of $398,017 was recorded in the transaction. In December 2019, the Company granted 434,529 shares of the Company’s common stock to Sustainability Initiatives, LLC and two of the Company’s founding board members as compensation for cancelling options to purchase 447,190 shares of the Company’s common stock. Stock-based compensation of $1,496,343 was recorded in the transaction. In December 2019, The Company granted 67,488 shares of common stock as compensation for consulting services to Sustainability Consultants, LLC, an entity that is controlled by Mark Adams, Will Steakley and John Constantine, who are principal stockholders of the Company. Stock-based compensation of $232,403 was recorded in the transaction. The Company measures stock grants at grant-date fair value and recognizes contractor consulting expense on a straight-line method basis over the vesting period of the award. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the service provider to earn the equity instrument is reached and (ii) the date at which the service provider’s performance is complete. The fair value of the stock grants was determined based on the fair market value of the Company’s common stock as determined by an independent third-party valuation firm. |
Concentrations and Credit Risk
Concentrations and Credit Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations and Credit Risk | NOTE 12. CONCENTRATIONS AND CREDIT RISK Revenues In March 2019, the Company entered into a five-year Master Procurement Agreement, or the MPA, with Club Car for the sale of AYRO’s four-wheeled vehicle. The MPA grants Club Car the exclusive right to sell AYRO’s four-wheeled vehicle in North America, provided that Club Car orders at least 500 vehicles per year. The MPA has an initial term of five (5) years commencing January 1, 2019 and may be renewed by Club Car for successive one-year periods upon 60 days’ prior written notice. As such, one customer accounted for approximately 68% and 75% of the Company’s revenues for the years ended December 31, 2020 and 2019, respectively. In 2020, the Company phased-out the production of its 311 line of vehicles in order to develop a new line of vehicles. The change in production did not represent a strategic shift that will have a major effect on the Company’s operations or financial results. Accounts Receivable One customer accounted for approximately 74% and 69% of the Company’s gross accounts receivable for the years ended December 31, 2020 and 2019, respectively. Purchasing The Company places orders with various suppliers. During the years ended December 31, 2020 and 2019, multiple suppliers accounted for more than 10% of the Company’s raw materials. One supplier, Cenntro Automotive Group (“Cenntro”), a related party – see Note 13 – accounted for approximately 54% and 66%, respectively, of the Company’s purchases of raw materials. Another supplier accounted for approximately 11% during 2020 and a third supplier accounted for approximately 14% in 2019. Any disruption in the operation of this supplier could adversely affect the Company’s operations. Additionally, the Company is dependent on the manufacturing license it has with Cenntro. If the Company fails to comply with its obligations in the agreement with Cenntro, it could lose the ability to manufacture its vehicles. Manufacturing Cenntro owns the design of the AYRO 411 model and has granted the Company an exclusive license to manufacture AYRO 411 model for sale in North America. The Company’s business is dependent on such license, and if it fails to comply with its obligations to maintain that license, the Company’s business will be substantially harmed. Under the Manufacturing License Agreement, dated April 27, 2017, between Cenntro and the Company, the Company is granted an exclusive license to manufacture and sell AYRO 411 in the United States, and the Company required to purchase the minimum volume of product units from Cenntro, among other obligations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13. RELATED PARTY TRANSACTIONS Supply Chain Agreements In 2017, the Company executed a supply chain contract with Cenntro Automotive Group (“Cenntro”), the Company’s primary supplier, a manufacturer located in the People’s Republic of China. Prior to the Merger, Cenntro was a significant shareholder in AYRO Operating. Through the partnership, Cenntro acquired 19% of AYRO Operating’s common stock. Cenntro beneficially owned approximately 4.38% of the Company’s common stock as of December 31, 2020. Cenntro owns the design of the AYRO 411 Fleet vehicles and has granted the Company an exclusive license to purchase the AYRO 411 Fleet vehicles for sale in North America. Currently, the Company purchases 100% of its vehicle chassis, cabs and wheels through this supply chain relationship with Cenntro. The Company must sell a minimum number of units in order to maintain its exclusive supply chain contract. The Company was in default of the original exclusive term of the contract; however, in 2019, the contract was amended to remove the default clause. In December 2019, Cenntro, agreed to convert $1,100,000 of trade accounts payable due from the Company to 299,948 shares of the Company’s Seed Preferred Stock. The parties also agreed that there would be a forgiveness of any accrued interest on the trades payable as a result of this conversion, which resulted in a recapture of interest expense for the Company in the amount of $168,169 in the year ended December 31, 2019. As of December 31, 2020 and 2019, the amounts outstanding to Cenntro as a component of accounts payable were $44,592 and $83,955, respectively. Under a memo of understanding signed between the Company and Cenntro on March 22, 2020, the Company agreed to purchase 300 units within the following twelve months of signing the memo of understanding, and 500 and 800 in each of the following respective twelve-month periods. On July 9, 2020, in exchange for certain percentage discounts for raw materials, the Company made a $1.2 million prepayment for inventory. As of December 31, 2020 and 2019, the prepayment deposits were $976,512 and $49,162. Other The Company had received short-term expense advances from its founders. For the years ended December 31, 2020 and 2019, the amounts outstanding were $15,000 for each year and recorded as a component of accounts payable on the accompanying consolidated balance sheets. In October 2019, the Company received $500,000 and issued a term loan from a founding board member. Furthermore, the Company granted 143,975 shares of the Company’s common stock as of December 2019. During the year ended December 31, 2020, the Company granted an additional 136,340 shares of the Company’s common stock to as consideration for extending the term date of the loan to April 30, 2021. This note and accrued interest were paid in full in September 2020, see 2019 $500,000 Founder Bridge Note – On March 1, 2017, the Company entered into a royalty-based agreement with Sustainability Initiatives, LLC (“SI”) an entity that is controlled by certain Company board members in the effort to accelerate the Company’s operations. Royalties accrued were included as a component of research and development expense in the accompanying consolidated statements of operations. In return for acceleration assistance and for serving the Chief Visionary Officer role, the agreement provided for a monthly retainer of $6,000 per month. On a quarterly basis, the Company remitted a royalty percentage (see table below) of company revenues less the retainer amounts. Revenues Royalty Percentage $0 - $25,000,000 3 % $25,000,000 - $50,000,000 2 % $50,000,000 - $100,000,000 1 % Over $100,000,001 0.5 % Effective January 1, 2019, the Company agreed to an amendment with SI to reduce the royalty percentage to 0.5%. In relation to this amendment, the Company granted the SI members an additional 381,752 stock options to vest over a nine-month vesting term. On October 15, 2019, the Company and the SI members agreed to terminate the agreement in full in exchange for 231,778 shares of the Company’s common stock. Stock-based compensation of $908,650 was recorded on the transaction in October 2019. On December 9, 2019, the Company and the SI members agreed to cancel the outstanding options to purchase 477,190 shares of the Company’s common stock in exchange for 434,529 shares of the Company’s common stock. Stock-based compensation of $1,496,343 was recorded for the transaction in December 2019. On April 1, 2017, the Company entered into a fee-for-service agreement with SI. In return for accounting, marketing, graphics and other services, the Company pays fixed, market-standard hourly rates under the shared services agreement as services are rendered. For the years ended December 31, 2020 and 2019 , the Company had a balance outstanding to SI for $12,150 for both periods included in accounts payable. Total expenses were $0 and $61,275 for the years ended In January 2019, the Company entered into a fee-for-service consulting agreement with Sustainability Consultants, LLC, an entity that is controlled by principal stockholders of the Company. In exchange for consulting services provided, the Company paid $189,238 in consulting fees to the firm during the first half of 2019. Additionally, the Company granted warrants to purchase 177,924 shares of the Company’s common stock. The warrants have an exercise price of $7.33 per share with a five-year life. Stock-based compensation consulting expense of $260,733 was recorded in the general and administrative expenses on the statement of operations in the fourth quarter of 2019 in conjunction with the warrant grant. The Company also granted 67,488 shares of the Company’s common stock and recorded stock-based compensation of $232,403 in the general and administrative expenses on the statement of operations for the fourth quarter of 2019 related to the common stock transaction. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES Lease Agreements In 2019, the Company entered into a new lease agreement for office and manufacturing space. The lease commencement date was January 16, 2020. Prior to the commencement date of the new lease agreement, the Company leased other office and manufacturing space on a short-term basis. Total rent expense paid for the short-term lease in January 2020 only was $26,265. The Company determined if an arrangement is a lease at inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of identified asset for a period of time. The contact provides the right to substantially all the economic benefits from the use of the identified asset and the right to direct use of the identified asset, as such, the contract is, or contains, a lease. In connection with the adoption of ASC 842, Leases Leases were classified as an operating lease at inception. An operating lease results in the recognition of a Right-of-Use (“ROU”) assets and lease liability on the balance sheet. ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term as of the commencement date. Because the lease does not provide an explicit or implicit rate of return, the Company determines an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 10.41%. Lease expense for the lease is recognized on a straight-line basis over the lease term. The Company’s lease does not contain any residual value guarantees or material restrictive covenants. Leases with a lease term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. The remaining term as of December 31, 2020 is six years. The Company currently has no finance leases. For the years ended December 31, 2020 and 2019, cash paid for amounts included in the measurement of lease liabilities - operating cash flows from operating lease were $84,747 and $0, respectively. Total lease expense is allocated to selling general and administration expense and cost of goods sold. The components of lease expense (within different expense groupings) consist of the following: Year Ended December 31, 2020 Operating lease expense $ 229,457 Short-term lease expense 87,848 Total lease cost $ 317,305 Balance sheet information related to leases consists of the following: As of December 31, 2020 Assets Operating lease – right-of-use asset $ 1,098,819 Total lease assets $ 1,098,819 Liabilities Current liabilities: Lease obligation – operating lease $ 123,139 Noncurrent liabilities: Lease obligation - operating lease, net of current portion 1,002,794 Total lease liability $ 1,125,933 The weighted-average remaining lease term and discount rate is as follows: Weighted average remaining lease term (in years) – operating lease 6.25 Weighted average discount rate – operating lease 10.41 Cash flow information related to leases consists of the following: As of December 31, 2020 Operating cash flows for operating leases $ 84,747 Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets $ 1,210,680 Future minimum lease payment under non-cancellable lease as of December 31, 2020 are as follows: As of December 31, 2020 Operating Leases 2021 $ 234,628 2022 240,985 2023 247,533 2024 254,277 2025 261,228 Thereafter 313,302 Total minimum lease payments 1,551,953 Less effects of discounting (426,020 ) Present value of future minimum lease payments $ 1,125,933 Manufacturing Agreements On September 25, 2020, AYRO entered into a Master Manufacturing Services Agreement with Karma Automotive, LLC. The term of the contract is for 12 months. Pursuant to the agreement Karma will provide certain manufacturing services, starting in 2021, under an attached statement of work including final assembly, raw material storage and logistical support of our vehicles in return for compensation of $1,160,800. The Company paid Karma an amount of $520,000 and issued warrants to an advisor to the transaction with a fair value of $66,845 due at signing of the contract. The payment was recorded as prepaid expense as of December 31, 2020. Pursuant to the Manufacturing Services Agreement, the Company paid cash of $75,000 and issued a warrant (the “September Warrants”) to purchase 31,348 shares of the Company’s common stock at an exercise price of $3.19 per share to a vendor for facilitating a manufacturing agreement. The September Warrant is immediately exercisable and expires on September 25, 2025. Litigation The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, that it believes are incidental to the operation of its business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on its results of operations, financial positions or cash flows. Other On February 12, 2021, the Company entered into an agreement with Arcimoto, Inc. to settle certain patent infringement claims (the “Arcimoto Settlement”) for a deminimis amount, pursuant to which the Company agreed to cease the production, importation and sale of the AYRO 311, among other things. Accordingly, the Company would not be contractually permitted to resume production of the AYRO 311. The Company is continuing the development of an all-new, three-wheeled electric vehicle, which the Company has intended to replace AYRO 311 as its three-wheeled electric vehicle product offering. As of January 1, 2019, DropCar Operating, Inc. (“DropCar”) had accrued approximately $232,000 for the settlement of multiple employment disputes. As of December 31, 2020, approximately $3,500 rema On March 23, 2018, DropCar was made aware of an audit being conducted by the New York State Department of Labor (“DOL”) regarding a claim filed by an employee. The DOL is investigating whether DropCar properly paid overtime for which DropCar has raised several defenses. In addition, the DOL is conducting its audit to determine whether the Company owes spread of hours pay (an hour’s pay for each day an employee worked or was scheduled for a period over ten hours in a day). If the DOL determines that monies are owed, the DOL will seek a backpay order, which management believes will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations or cash flows. Management believes the case has no merit. DropCar was a defendant in a class action lawsuit which resulted in a judgement entered into whereby the Company is required to pay legal fees in the amount of $45,000 to the plaintiff’s counsel. As of December 31, 2020, the balance due remains $45,000, recorded as a component of accounts payable on the accompanying consolidated balance sheet. In addition, t |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The difference between the tax benefit derived by applying the Federal statutory income tax rate to net losses and the benefit recognized in the consolidated financial statements is as follows: December 31, 2020 December 31, 2019 Benefit derived by applying the Federal statutory income rate to net losses before income taxes $ (2,260,323 ) $ (1,819,586 ) State Tax Provision (379,115 ) 9,728 Permanent differences and other (101,870 ) (297,702 ) Expense attributable to change in valuation allowances 2,741,308 2,107,559 $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and projections for future taxable income over periods in which the deferred tax assets are deductible. Management believes it is more likely than not that the Company will not realize the benefits of these deductible differences. A valuation allowance has been applied to the amount of deferred tax assets Management expects will be unrealized. Management does not believe that there are significant uncertain tax positions in 2020. There are no interest and penalties related to uncertain tax positions in 2020. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s net deferred tax assets are as follows: December 31, 2020 December 31, 2019 Deferred Tax Assets: Net Operating Losses $ 4,346,179 $ 2,117,530 Intangible Assets 65,759 24,937 Nonqualified Stock Options 1,435,982 989,201 Lease Liability 275,339 — Basis of Property and Equipment 108,918 119,179 Other 28,686 — Deferred Tax Assets: $ 6,260,863 $ 3,250,847 Deferred Tax (Liabilities): ROU Asset (268,708 ) $ — Deferred Tax (Liabilities): (268,708 ) — Valuation allowance 5,992,155 3,250,847 Net deferred tax asset/(liability) $ — $ — Due to the uncertainty surrounding the realization of the benefits of its favorable tax attributes in future tax returns, the Company has placed a valuation allowance against all of its otherwise recognizable net deferred tax asset. The Company’s net operating loss carryforward totaling $17,840,842 at December 31, 2020 expires beginning 2035. The Company’s state net operating loss carryforward totaling $12,757,935 at December 31, 2020 which have indefinite lives. Federal and state laws impose substantial restrictions on the utilization of NOL carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”). Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Section 382 analysis regarding the limitation of NOL carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC 382 ownership change in connection with future changes in the Company’s stock ownership. Certain deferred tax assets from DropCar, Inc. such as NOL carryforwards and capital loss carryforwards have are not included in the Company’s deferred tax assets as they are expected to be fully limited under IRC. Sec. 382 as a result of the merger. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16. SUBSEQUENT EVENTS On January 25, 2021, AYRO entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which AYRO agreed to issue and sell in a registered direct offering (the “January 2021 Offering”) an aggregate of 3,333,334 shares of common stock of AYRO, par value $0.0001 per share, at an offering price of $6.00 per share, for gross proceeds of approximately $20.0 million before the deduction of fees and offering expenses. Each purchaser was also granted a warrant to purchase, between July 26, 2021 and July 26, 2023, additional shares of common stock (the “Additional Shares”) equal to the full amount of the common stock it purchased at the initial closing, or an aggregate of 3,333,334 shares (“Investor Warrants”), at an exercise price of $6.93 per share. The Investor Warrants are exercisable six months following issuance and terminate two and a half years following issuance and are exercisable at an exercise price of $6.93 per share. Palladium Capital Group, LLC (“Palladium”) is acting as the placement agent for the January 2021 Offering. AYRO will pay Palladium a fee equal to 8.0% of the gross proceeds of the offering. Additionally, AYRO issued Palladium a warrant to purchase 233,334 shares of Common Stock (which equals 7.0% of the aggregate number of shares of Common Stock placed in the Offering (the “Palladium Warrants” and together with the Investor Warrants, the “Warrants”). The Palladium Warrants will have the same terms as the Investor Warrants. On February 11, 2021, AYRO entered into a Securities Purchase Agreement with certain institutional and accredited investors, pursuant to which AYRO agreed to issue and sell in a registered direct offering (the “February 2021 Offering”) an aggregate of 4,400,001 shares of common stock of AYRO, par value $0.0001 per share, at an offering price of $9.50 per share, for gross proceeds of approximately $41.8 million before the deduction of fees and offering expenses. Each purchaser was also granted an option to purchase, on or before February 16, 2022, additional shares of common stock equal to the full amount of 75% of the common stock it purchased at the initial closing, or an aggregate of 3,300,000 shares, at an exercise price of $11.50 per share. Palladium and Spartan Capital Securities, LLC (“Spartan,”) or collectively with Palladium, the “Financial Advisors” acted as Financial Advisors in connection with the February 2021 Offering. The Financial Advisors are entitled to a fee equal to 8% of the gross proceeds raised in the February 2021 Offering, or an aggregate of approximately $3,344,001, and warrants (the “February 2021 Warrants”) to purchase an aggregate of 271,158 shares of Common Stock at an exercise price of $10.925 per share and 35,885 shares of Common Stock at an exercise price of $10.45 per share. The February 2021 Warrants are exercisable immediately following issuance and terminate five years following issuance. On March 17, 2021, in connection with a certain Agreement and Plan of Merger dated December 19, 2019, whereby certain former stockholders of AYRO Operating entered into lock-up agreements (collectively, the “May Lock-Up Agreements”) pursuant to which they agreed to certain restrictions on the transfer or sale of shares of the Company’s common stock for the one-year period following the Merger, AYRO modified the May Lock-Up Agreements to allow each stockholder party to a May Lock-Up Agreement to (i) sell up to 5% of such stockholder’s holdings in the Company’s common stock on any trading day (with such 5% limitation to be measured as of the date of each sale) and (ii) allow for unlimited sales of the Company’s common stock for any sales made at $10.00 per share or greater. Pursuant to the Securities Purchase Agreement dated July 21, 2020, between January 1, 2021 and March 30, 2021, investors had elected to purchase 302,500 of the Additional Shares of common stock of AYRO, par value $0.0001 per share, at an offering price of $5.00 per share, for gross proceeds of approximately $1.51 million before the deduction of fees and offering expenses. During March 2021, the Company subleased additional office space to support the Company’s expansion plan. The term is for 16 months with a total lease obligation of $131,408. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Liquidity and Other Uncertainties | Liquidity and Other Uncertainties The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”), which contemplates continuation of the Company as a going concern. The Company is subject to a number of risks similar to those of earlier stage commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies, other technology companies and other technologies. hroughout 2020 and in the first two months of 2021, the Company has raised sufficient cash to fund its operations Since early 2020, when the World Health Organization established the transmissible and pathogenic coronavirus a global pandemic, there have been business slowdowns and decreased demand for ARYO products. The outbreak of such a communicable disease has resulted in a widespread health crisis which has adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. As the outbreak of the disease has continued through 2020 and into 2021, the measures taken by the governments of countries affected has adversely affected the Company’s business, financial condition, and results of operations. The pandemic had an adverse impact on AYRO’s sales and the demand for AYRO products in 2020, resulting in sales that were less than expected at the beginning of 2020. ARYO expects the pandemic to continue to have an adverse impact on sales and dema nd |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates include allowance for doubtful accounts, inventory, fair value of long-lived assets, useful lives for property, plant and equipment and intangibles, valuation of deferred tax asset allowance, and the measurement of stock-based compensation expenses. Actual results could differ from these estimates. |
Reclassification | Reclassification Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of checking accounts. The Company considers all highly-liquid investments purchased with a maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains total cash balances in one account which exceeds the federally insured limits. Management does not believe this results in any significant credit risk. The Company has no cash equivalents as of December 31, 2020 and 2019. |
Fair Value Measurements | Fair Value Measurements The Company applies Accounting Standards Codification (“ASC”) 820, Fair Value Measurement The carrying amounts of financial instruments reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. As of December 31, 2020 and 2019, the Company did not have any level 2 or level 3 instruments. |
Accounts Receivable, Net | Accounts Receivable, Net In the normal course of business, the Company extends credit to customers. Accounts receivable, less the allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. An allowance for doubtful accounts is maintained and reflects the best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for doubtful accounts. As of December 31, 2020 and 2019, the Company had reserved an allowance for doubtful accounts of $73,829 and $36,084, respectively. All account receivables are made on an unsecured basis. |
Inventory, Net | Inventory, Net Inventory consists of purchased chassis, cabs, batteries, truck beds and component parts which includes cost of raw materials, freight, direct labor, and related production overhead and are stated at the lower of cost or net realizable value, as determined using a first-in, first-out method. Inventory also includes a fleet of internally manufactured vehicles that serve demonstration and other purposes, the balance of which is being depreciated over their useful lives. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is recorded over the shorter of the estimated useful life, of one to ten years, or the lease term of the applicable assets using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment, net, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense when incurred. The estimated useful lives for significant property and equipment categories are as follows: Computer Equipment and Software 1 – 3 years Furniture and Fixtures 2 – 7 years Machinery and Equipment 5 – 10 years Leasehold Improvements Shorter of useful or lease life |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful life of 5-10 years. The Company periodically reviews the estimated useful lives of intangible assets and makes adjustments when events indicate that a shorter life is appropriate. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant under-performance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations. No impairment losses were identified or recorded in the years ended December 31, 2020 and 2019 on the Company’s long-lived assets. |
Leases | Leases Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease obligation on the consolidated balance sheet as of December 31, 2020. The Company has elected not to present short-term leases as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Nature of goods and services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Product revenue Product revenue from customer contracts is recognized on the sale of each Electric Vehicle as vehicles are shipped to customers. The majority of the Company’s vehicle sales orders generally have only one performance obligation: sale of complete vehicles. Ownership and risk of loss transfers to the customer based on FOB shipping point and freight charges are the responsibility of the customer. Revenue is typically recognized at the point in which control transfers or in accordance with payment terms customary to the business. The Company provides product warranties to assure that the product assembly complies with agreed upon specifications. The Company’s product warranty is similar in all material respects to the product warranties provided by the Company’s suppliers, therefore minimizing the warranty liability to the standard labor rates associated with the defective part replacement. Customers do not have the option to purchase a warranty separately; as such, warranty is not accounted for as a separate performance obligation. The Company’s policy is to exclude taxes collected from a customer from the transaction price of automotive contracts. Shipping revenue Amounts billed to customers related to shipping and handling are classified as shipping revenue. The Company has elected to recognize the cost for freight and shipping when control over vehicles has transferred to the customer as a selling expense. The Company has reported shipping expenses of $134,310 and $75,791 for the years ended December 31, 2020 and 2019, respectively. Subscription revenue Subscription revenue from revenue sharing with Destination Fleet Operators (“DFO”) and other vehicle rental agreements is recorded in the month the vehicles in the Company’s fleet is rented. The Company established its rental fleet in late March 2019 which is recorded in the property and equipment section of the accompanying consolidated balance sheets – see Note 7. For the rental fleet, the Company retains title and ownership to the vehicles and places them in DFO’s in resort communities that typically rent golf cars for use in those communities. In August 2020, the Company phased-out the production of its 311 line of vehicles in order to develop a new line of vehicles. The change in production did not represent a strategic shift that will have a major effect on the Company’s operations or financial results. Services and other revenue Services and other revenue consist of non-warranty after-sales vehicle services. Revenue is typically recognized at a point in time when services and replacement parts are provided. |
Segment Reporting | Segment Reporting The Company operates in one business segment which focuses on the manufacturing and sales of environmentally-conscious, minimal-footprint EVs. The Company’s business offerings have similar economic and other characteristics, including the nature of products, manufacturing, types of customers, and distribution methods. The chief operating decision maker (CODM) reviews profit and loss information on a consolidated basis to assess performance and make overall operating decisions. The consolidated financial statements reflect the financial results of the Company’s one reportable operating segment. The Company has no significant revenues or tangible assets outside of the United States. |
Income Taxes | Income Taxes The Company accounts for income tax using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred income tax calculation represents management’s best estimate on the most likely future tax consequences of events that have been recognized in the consolidated financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. As of December 31, 2020 and 2019, there were no accruals for uncertain tax positions. |
Warrants and Preferred Shares | Warrants and Preferred Shares The accounting treatment of warrants and preferred share series issued is determined pursuant to the guidance provided by ASC 470, Debt Distinguishing Liabilities from Equity Derivatives and Hedging |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company recognizes all employee share-based compensation as an expense in the financial statements on a straight-line basis over the requisite service period, based on the terms of the awards. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs is determined using the closing price of the Company’s common stock on the grant date. For service based vesting grants, expense is recognized ratably over the requisite service period based on the number of options or shares. Stock-based compensation is reversed for forfeitures in the period of forfeiture. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic and diluted net loss per share is determined by dividing net loss by the weighted average ordinary shares outstanding during the period. For all periods presented with a net loss, the shares underlying the ordinary share options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per share are the same for periods with a net loss. On May 28, 2020, pursuant to the previously announced Merger Agreement, dated December 19, 2019, the Company issued prefunded common stock warrants to purchase 1,193,391 shares of the Company’s common stock to certain investors (“Penny Warrants”). Penny warrants were included in the calculation of outstanding shares for purposes of basic earnings per share. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2020 2019 Options to purchase Common Stock 1,920,269 996,645 Unvested restricted stock 1,072,503 - Series H-1, H-3, H-4, H-5, I, J, pre-merger AYRO and Merger common stock purchase warrants 3,501,014 461,647 Series H, H-3, H-6, and pre-merger AYRO Seed Preferred Stock 2,475 2,007,193 6,496,261 3,465,485 |
Research and Development Costs | Research and development costs Costs are incurred in connection with research and development programs that are expected to contribute to future earnings. Such costs include labor, stock-based compensation, training, software subscriptions, and consulting. These amounts are charged to the consolidated statement of operations as incurred. Total research and development expenses included were $1,920,548 and $714,281 for the years ended December 31, 2020 and 2019, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance contains improvements to the Codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the Disclosure Section of the Codification. The guidance also contains Codifications that are varied in nature and may affect the application of the guidance in cases in which the original guidance may have been unclear. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments 326, November 2018 (2018 19 November 2019 (2019 10 2019 11 January 2020 2020 02 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In July 2017, the FASB issued ASU 2017-11— Earnings Per Share (Topic 260), Distinguishing Liabilities From Equity (Topic 480), and Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | The estimated useful lives for significant property and equipment categories are as follows: Computer Equipment and Software 1 – 3 years Furniture and Fixtures 2 – 7 years Machinery and Equipment 5 – 10 years Leasehold Improvements Shorter of useful or lease life |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: As of December 31, 2020 2019 Options to purchase Common Stock 1,920,269 996,645 Unvested restricted stock 1,072,503 - Series H-1, H-3, H-4, H-5, I, J, pre-merger AYRO and Merger common stock purchase warrants 3,501,014 461,647 Series H, H-3, H-6, and pre-merger AYRO Seed Preferred Stock 2,475 2,007,193 6,496,261 3,465,485 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue by type consists of the following: Years Ended December 31, 2020 2019 Revenue type Product revenue $ 1,506,055 $ 787,386 Shipping revenue 94,099 83,717 Subscription revenue 1,786 11,883 Service income 2,129 7,166 $ 1,604,069 $ 890,152 |
Schedule of Contract Liabilities | The balance at the end of each period is reported as contract liability in the Company’s consolidated balance sheet. As of December 31, 2020 2019 Balance, beginning of year $ - $ 9,999 Additions 183,319 - Transfer to revenue (159,319 ) (9,999 ) Balance, end of period $ 24,000 $ - |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consists of amounts due from invoiced customers and product deliveries and were as follows: As of December 31, 2020 2019 Trade receivables $ 839,679 $ 107,230 Less: Allowance for doubtful accounts (73,829 ) (36,084 ) $ 765,850 $ 71,146 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net consisted of the following: As of December 31, 2020 2019 Raw materials $ 634,085 $ 554,913 Work-in-progress - 64,631 Finished goods 539,169 498,972 $ 1,173,254 $ 1,118,516 |
Prepaid Expenses And Other Cu_2
Prepaid Expenses And Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses And Other Current Assets | As of December 31, 2020 2019 Prepaid final assembly services $ 520,000 $ - Prepayments for inventory 976,512 49,162 Prepaid other 112,250 115,237 $ 1,608,762 $ 164,399 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: As of December 31, 2020 2019 Computer and equipment $ 815,704 $ 520,586 Furniture and fixtures 127,401 111,347 Lease improvements 221,802 117,897 Prototypes 300,376 490,798 Computer software 62,077 54,516 1,527,360 1,295,144 Less: Accumulated depreciation (916,048 ) (805,778 ) $ 611,312 $ 489,366 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consisted of the following: As of December 31, 2020 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 395,248 $ (291,937 ) $ 103,311 1.05 yrs. Patents and trademarks 70,435 (29,901 ) 40,534 2.45 yrs. $ 465,683 $ (321,838 ) $ 143,845 As of December 31, 2019 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 395,248 $ (193,126 ) $ 202,122 2.30 yrs. Patents 56,047 (14,044 ) 42,003 3.10 yrs. $ 451,295 $ (207,170 ) $ 244,125 |
Schedule of Future Amortization Expenses | As of December 31, 2020, the intangible assets amortization expense to be recognized for each of the succeeding five years are as follows: Years ending December 31, Future Amortization Expense 2021 $ 108,924 2022 24,601 2023 8,568 2024 1,752 $ 143,845 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Financing Obligations | The composition of the Company’s debt and financing obligations was as follows: As of December 31, 2020 2019 2019 $500,000 Founder Bridge Note $ - $ 500,000 2019 Vendor Payable Conversion Note - 137,729 2019 $1,000,000 Convertible Bridge Notes - 1,000,000 Note payable – auto financing 21,608 28,555 21,608 1,666,284 Less: debt discount - (341,310 ) 21,608 1,324,974 Less: current portion (7,548 ) (1,006,947 ) Long-term debt $ 14,060 $ 318,027 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Fair Value Assumptions of Warrants | The following assumptions were used to determine the fair value of the September Warrants: As of September 25, 2020 Dividend - % Risk Free Rate 0.30 % Stock Price $ 2.90 Strike Price $ 3.19 Term 5.00 Volatility 102 % |
Schedule of Warrant Activity | A summary of the Company’s warrants to purchase common stock activity is as follows: Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at December 31, 2018 128,977 $ 7.33 4.22 Granted 332,670 7.33 Exercised - Cancellations - Forfeitures - Outstanding at December 31, 2019 461,647 $ 7.33 4.22 Assumed as part of the Merger 413,450 14.11 Granted 7,728,872 3.2 Exercised (5,092,806 ) 0.86 Expired (10,149 ) 145.2 Outstanding at December 31, 2020 3,501,014 $ 8.03 2.87 |
Convertible Preferred Stock Series H [Member] | |
Schedule of Payment of Preferred Stock | As of December 31, 2020, such payment would be calculated as follows: Number of Series H Preferred Stock outstanding as of December 31, 2020 8 Multiplied by the stated value $ 154.00 Equals the gross stated value $ 1,232 Divided by the conversion price $ 184.80 Equals the convertible shares of Company Common Stock 7 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 43 |
Convertible Preferred Stock Series H-3 [Member] | |
Schedule of Payment of Preferred Stock | As of December 31, 2020 Number of Series H-3 Preferred Stock outstanding as of December 31, 2020 1,234 Multiplied by the stated value $ 138.00 Equals the gross stated value $ 170,292 Divided by the conversion price $ 165.60 Equals the convertible shares of Company Common Stock 1,028 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 6,250 |
Convertible Preferred Stock Series H-6 [Member] | |
Schedule of Payment of Preferred Stock | As of December 31, 2020, Number of Series H-6 Preferred Stock outstanding as of December 31, 2020 50 Multiplied by the stated value $ 72.00 Equals the gross stated value $ 3,600 Divided by the conversion price $ 2.50 Equals the convertible shares of Company Common Stock 1,440 Multiplied by the fair market value of Company Common Stock as of December 31, 2020 $ 6.08 Equals the payment $ 8,755 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Stock-based Compensation | Stock-based compensation, including stock options, warrants and restricted stock, expense is included in the consolidated statement of operations as follows: Years Ended December 31, 2020 2019 Research and development $ 65,433 $ (40,828 ) Sales and marketing 160,480 46,723 General and administrative 1,601,095 3,366,831 Total $ 1,827,008 $ 3,372,726 |
Schedule of Stock-based Compensation, Stock Options, Activity | The following table reflects the stock option activity: Number of Shares Weighted Average Exercise Price Contractual Life (Years) Outstanding at December 31, 2018 899,844 $ 2.45 5.80 Granted 890,300 3.54 Exercised - - - Cancellations (477,190 ) 3.08 Forfeitures (316,309 ) 3.08 Outstanding at December 31, 2019 996,645 $ 2.92 5.73 Assumed as part of the Merger 61,440 46.95 Granted 896,269 3.06 Exercised (6,817 ) (2.45 ) Forfeitures (27,268 ) (2.86 ) Outstanding at December 31, 2020 1,920,269 $ 4.40 8.66 |
Schedule of Stock-based Payment Award, Stock Options, Valuation Assumptions | The Company uses the following inputs when valuing stock-based awards. As of December 31, 2020 2019 Expected life (years) 5.0 5.0 Risk-free interest rate 0.38 % 1.62 % Expected volatility 89.76 % 73.20 % Total grant date fair value $ 1.83 to $2.81 $ 3.45 |
Restricted Common Stock [Member] | |
Schedule of Stock-based Compensation, Stock Options, Activity | The following table reflects the restricted stock activity: Number of Shares Weighted Average Grant Price Outstanding at December 31, 2019 - $ 0 Granted 1,087,618 5.27 Vested (15,115 ) (3.17 ) Outstanding at December 31, 2020 1,072,503 $ 5.30 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Royalty Percentage of Revenue | On a quarterly basis, the Company remitted a royalty percentage (see table below) of company revenues less the retainer amounts. Revenues Royalty Percentage $0 - $25,000,000 3 % $25,000,000 - $50,000,000 2 % $50,000,000 - $100,000,000 1 % Over $100,000,001 0.5 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense (within different expense groupings) consist of the following: Year Ended December 31, 2020 Operating lease expense $ 229,457 Short-term lease expense 87,848 Total lease cost $ 317,305 |
Schedule of Operating Leases Right of Use Assets and Liabilities | Balance sheet information related to leases consists of the following: As of December 31, 2020 Assets Operating lease – right-of-use asset $ 1,098,819 Total lease assets $ 1,098,819 Liabilities Current liabilities: Lease obligation – operating lease $ 123,139 Noncurrent liabilities: Lease obligation - operating lease, net of current portion 1,002,794 Total lease liability $ 1,125,933 |
Schedule of Weighted-average Remaining Lease Term and Discount Rate | The weighted-average remaining lease term and discount rate is as follows: Weighted average remaining lease term (in years) – operating lease 6.25 Weighted average discount rate – operating lease 10.41 |
Schedule of Cash Flow Information | Cash flow information related to leases consists of the following: As of December 31, 2020 Operating cash flows for operating leases $ 84,747 Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets $ 1,210,680 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payment under non-cancellable lease as of December 31, 2020 are as follows: As of December 31, 2020 Operating Leases 2021 $ 234,628 2022 240,985 2023 247,533 2024 254,277 2025 261,228 Thereafter 313,302 Total minimum lease payments 1,551,953 Less effects of discounting (426,020 ) Present value of future minimum lease payments $ 1,125,933 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Reconcilation | The difference between the tax benefit derived by applying the Federal statutory income tax rate to net losses and the benefit recognized in the consolidated financial statements is as follows: December 31, 2020 December 31, 2019 Benefit derived by applying the Federal statutory income rate to net losses before income taxes $ (2,260,323 ) $ (1,819,586 ) State Tax Provision (379,115 ) 9,728 Permanent differences and other (101,870 ) (297,702 ) Expense attributable to change in valuation allowances 2,741,308 2,107,559 $ — $ — |
Schedule of Deferred Tax | Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s net deferred tax assets are as follows: December 31, 2020 December 31, 2019 Deferred Tax Assets: Net Operating Losses $ 4,346,179 $ 2,117,530 Intangible Assets 65,759 24,937 Nonqualified Stock Options 1,435,982 989,201 Lease Liability 275,339 — Basis of Property and Equipment 108,918 119,179 Other 28,686 — Deferred Tax Assets: $ 6,260,863 $ 3,250,847 Deferred Tax (Liabilities): ROU Asset (268,708 ) $ — Deferred Tax (Liabilities): (268,708 ) — Valuation allowance 5,992,155 3,250,847 Net deferred tax asset/(liability) $ — $ — |
Nature of the Business (Details
Nature of the Business (Details Narrative) - USD ($) | May 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Merger Agreement [Member] | |||
Common stock, par value | $ 0.001 | ||
Conversion price per share | $ 1.3634 | ||
Stockholders reverse stock split | 1-for-5 reverse stock split | ||
Ownership percentage | 3.00% | ||
Merger Agreement [Member] | Financial Advisor [Member] | |||
Ownership percentage | 3.00% | ||
Merger Agreement [Member] | DropCar, Inc. [Member] | |||
Ownership percentage | 18.00% | ||
Outstanding payables | $ 186,000 | ||
Cash | $ 186,000 | ||
Merger Agreement [Member] | Bridge Financing and Private Placement [Member] | |||
Ownership percentage | 79.00% | ||
Asset Purchase Agreement [Member] | |||
Asset purchase description | On May 28, 2020, the parties to the Asset Purchase Agreement entered into Amendment No. 1 to the Asset Purchase Agreement (the "Asset Purchase Agreement Amendment"), which Asset Purchase Agreement Amendment (i) provides for the inclusion of up to $30,000 in refunds associated with certain insurance premiums as assets being purchased by DC Partners, (ii) amends the covenant associated with the funding of the DropCar business, such that DropCar provided the DropCar business with additional funding of $175,000 at the closing of the transactions contemplated by the Asset Purchase Agreement and (iii) provides for a current employee of the Company being transferred to DC Partners to provide transition services to the Company for a period of three months after the closing of the transactions contemplated by the Asset Purchase Agreement. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | Dec. 19, 2019shares | |
Cash balances | $ 36,537,097 | $ 641,822 | |
Net loss | (10,763,446) | (8,664,693) | |
Net cash used in operating activities | (10,019,344) | (4,104,286) | |
Working capital | 38,893,280 | ||
Cash equivalents | |||
Allowance for doubtful accounts | 73,829 | 36,084 | |
Impairment losses | |||
Shipping expenses | $ 134,310 | 75,791 | |
Number of reportable segments | Integer | 1 | ||
Research and development | $ 1,920,548 | $ 714,281 | |
Penny warrants [Member] | Merger Agreement [Member] | |||
Warrants purchase | shares | 1,193,391 | ||
Minimum [Member] | |||
Estimated useful life of intangible assets | 5 years | ||
Maximum [Member] | |||
Estimated useful life of intangible assets | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 1 year |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives description | Shorter of useful or lease life |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Totals | 6,496,261 | 3,465,485 |
Options to Purchase Common Stock [Member] | ||
Totals | 1,920,269 | 996,645 |
Unvested Restricted stock [Member] | ||
Totals | 1,072,503 | |
Series H-1, H-3, H-4, H-5, I, J, pre-merger AYRO and Merger Common Stock Purchase Warrants [Member] | ||
Totals | 3,501,014 | 461,647 |
Series H, H-3, H-6, and Pre-merger AYRO Seed Preferred Stock [Member] | ||
Totals | 2,475 | 2,007,193 |
Unvested restricted stock [Member] | ||
Totals |
Revenues (Details Narrative)
Revenues (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Warranty reserves | $ 43,278 | $ 27,375 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,604,069 | $ 890,152 |
Product Revenue [Member] | ||
Revenue | 1,506,055 | 787,386 |
Shipping Revenue [Member] | ||
Revenue | 94,099 | 83,717 |
Subscription Revenue [Member] | ||
Revenue | 1,786 | 11,883 |
Service Income [Member] | ||
Revenue | $ 2,129 | $ 7,166 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Balance, beginning of year | $ 9,999 | |
Additions | 183,319 | |
Transfer to revenue | (159,319) | (9,999) |
Balance, end of period | $ 24,000 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Trade receivables | $ 839,679 | $ 107,230 |
Less: Allowance for doubtful accounts | (73,829) | (36,084) |
Accounts receivable, net | $ 765,850 | $ 71,146 |
Inventory, Net (Details Narrati
Inventory, Net (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Reserve for inventory obsolescence |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 634,085 | $ 554,913 |
Work-in-progress | 64,631 | |
Finished goods | 539,169 | 498,972 |
Inventory | $ 1,173,254 | $ 1,118,516 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Schedule Of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid final assembly services | $ 520,000 | |
Prepayments for inventory | 976,512 | 49,162 |
Prepaid other | 112,250 | 115,237 |
Prepaid Expenses And Other Current Assets | $ 1,608,762 | $ 164,399 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 332,615 | $ 615,707 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment | $ 1,527,360 | $ 1,295,144 |
Accumulated depreciation | (916,048) | (805,778) |
Property and equipment, net | 611,312 | 489,366 |
Computer and Equipment [Member] | ||
Property and equipment | 815,704 | 520,586 |
Furniture and Fixtures [Member] | ||
Property and equipment | 127,401 | 111,347 |
Leasehold Improvements [Member] | ||
Property and equipment | 221,802 | 117,897 |
Prototypes [Member] | ||
Property and equipment | 300,376 | 490,798 |
Computer Software [Member] | ||
Property and equipment | $ 62,077 | $ 54,516 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 114,668 | $ 106,859 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gross Amount | $ 465,683 | $ 451,295 |
Accumulated Amortization | (321,838) | (207,170) |
Net Carrying Amount | 143,845 | 244,125 |
Supply Chain Development [Member] | ||
Gross Amount | 395,248 | 395,248 |
Accumulated Amortization | (291,937) | (193,126) |
Net Carrying Amount | $ 103,311 | $ 202,122 |
Weighted- Average Amortization Period | 1 year 18 days | 2 years 3 months 19 days |
Patents and Trademarks [Member] | ||
Gross Amount | $ 70,435 | $ 56,047 |
Accumulated Amortization | (29,901) | (14,044) |
Net Carrying Amount | $ 40,534 | $ 42,003 |
Weighted- Average Amortization Period | 2 years 5 months 12 days | 3 years 1 month 6 days |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 108,924 | |
2022 | 24,601 | |
2023 | 8,568 | |
2024 | 1,752 | |
Total | $ 143,845 | $ 244,125 |
Financial Arrangements (Details
Financial Arrangements (Details Narrative) | Sep. 30, 2020USD ($) | May 31, 2020USD ($) | Oct. 31, 2019USD ($)shares | Apr. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($)Integer$ / sharesshares | Aug. 31, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 02, 2020 | Dec. 31, 2018$ / shares |
Long-term debt amount | $ 1,666,284 | $ 1,666,284 | $ 21,608 | $ 1,666,284 | ||||||||||
Number of common stock shares granted | shares | 3,948,078 | 3,948,078 | 27,088,584 | 3,948,078 | ||||||||||
Amortization of discount on debt | $ 236,398 | $ 152,243 | ||||||||||||
Loss on debt extinguishment realated to unamortized discount | $ (566,925) | |||||||||||||
Warrants exercise price | $ / shares | $ 7.33 | $ 7.33 | $ 8.03 | $ 7.33 | $ 7.33 | |||||||||
Common Stock [Member] | ||||||||||||||
Number of shares issued | shares | 5,074,645 | |||||||||||||
Warrants to purchase common stock | shares | 5,092,806 | |||||||||||||
Auto Financing Note [Member] | ||||||||||||||
Long-term debt amount | $ 36,962 | |||||||||||||
Debt maturity date | Aug. 31, 2023 | |||||||||||||
Interest rate | 8.34% | |||||||||||||
Interest expense | $ 2,119 | $ 2,673 | ||||||||||||
2019 Founder Bridge Note [Member] | ||||||||||||||
Long-term debt amount | $ 500,000 | $ 500,000 | $ 500,000 | 500,000 | ||||||||||
Interest rate | 14.00% | |||||||||||||
Interest expense | 52,500 | 13,386 | ||||||||||||
Number of common stock shares granted | shares | 143,975 | |||||||||||||
Debt discount | $ 398,017 | |||||||||||||
Repayment of debt | $ 517,405 | |||||||||||||
Debt principal amount paid | 500,000 | |||||||||||||
Accrued interest | 17,405 | |||||||||||||
Amortization of discount on debt | 103,602 | 100,722 | ||||||||||||
Loss on debt extinguishment realated to unamortized discount | 193,693 | |||||||||||||
2019 Founder Bridge Note [Member] | Mr. Adams [Member] | ||||||||||||||
Debt instrument term, description | On December 13, 2019, Mr. Adams agreed to modify the terms of the note and extend the maturity date until April 30, 2021 | |||||||||||||
Number of shares issued | shares | 136,340 | |||||||||||||
2019 Vendor Payable Conversion Note [Member] | ||||||||||||||
Long-term debt amount | $ 137,729 | $ 137,729 | $ 137,729 | |||||||||||
Interest rate | 15.00% | 15.00% | 15.00% | |||||||||||
Interest expense | 15,494 | $ 9,302 | ||||||||||||
Number of common stock shares granted | shares | 17,997 | 17,997 | 17,997 | |||||||||||
Debt discount | $ 46,683 | $ 46,683 | $ 46,683 | |||||||||||
Repayment of debt | 143,454 | |||||||||||||
Debt principal amount paid | 137,729 | |||||||||||||
Accrued interest | $ 5,725 | |||||||||||||
Amortization of discount on debt | 24,008 | 2,668 | ||||||||||||
Loss on debt extinguishment realated to unamortized discount | 20,007 | |||||||||||||
2019 Convertible Bridge Note [Member] | ||||||||||||||
Long-term debt amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | |||||||||||
Interest expense | 20,833 | $ 1,291 | ||||||||||||
Debt instrument converted into stock | Integer | 1,030,585 | |||||||||||||
2019 Convertible Notes [Member] | ||||||||||||||
Long-term debt amount | $ 290,000 | $ 290,000 | $ 800,000 | 290,000 | ||||||||||
Interest expense | 0 | 57,201 | ||||||||||||
Debt instrument term, description | The terms for the notes were sixty (60) days with an additional sixty-day extension to be exercised at the discretion of the Company. | |||||||||||||
Amortization of discount on debt | $ 69,173 | 0 | 69,173 | |||||||||||
Debt intstrument interest rate, description | The notes accrued interest at twelve (12%) for the first sixty days and at fifteen percent (15%) for the sixty-day extension. | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The lenders had the option to convert the notes and accrued interest into AYRO Seed Preferred Stock (see Note 9) at $1.75 per share before the sixty-day extension period has expired. In May 2019, four lenders converted $350,000 of principle and $9,062 of accrued interest into 205,178 of AYRO Seed Preferred Stock. In September 2019, one lender converted $100,000 of convertible notes to a twelve-month term loan (see 2019 $250,000 Bridge Notes). Additionally, two lenders redeemed $60,000 in principal from their outstanding note. Warrants to purchase up to 26,586 of common stock at a price of $7.33 per share were issued in connection with the notes. | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.75 | |||||||||||||
Warrants to purchase common stock | shares | 26,586 | |||||||||||||
Warrants exercise price | $ / shares | $ 7.33 | |||||||||||||
Warrants term | 5 years | |||||||||||||
2019 Convertible Notes [Member] | Series Seed Preferred Stock [Member] | ||||||||||||||
Debt instrument converted into stock | Integer | 343,482 | |||||||||||||
2019 Bridge Notes [Member] | ||||||||||||||
Long-term debt amount | $ 425,000 | 425,000 | 425,000 | |||||||||||
Interest rate | 12.00% | |||||||||||||
Amortization of discount on debt | $ 187,675 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | During the third quarter of 2019, the Company received cash in exchange for term loans from five individual lenders, totaling $250,000. Additionally, one lender holding convertible debt, converted $100,000 in principal amount to a term loan (see 2019 $800,000 Convertible Notes). | |||||||||||||
Proceeds from exchange of term loans | 75,000 | $ 250,000 | ||||||||||||
Debt Instrument, Term | 12 months | |||||||||||||
2019 Bridge Notes [Member] | Common Stock [Member] | ||||||||||||||
Number of shares issued | shares | 122,379 | |||||||||||||
Stock price | $ / shares | $ 0.2880 | |||||||||||||
2019 Bridge Notes [Member] | Series Seed Preferred Stock [Member] | ||||||||||||||
Debt instrument converted into stock | Integer | 433,819 | |||||||||||||
2020 Bridge Notes [Member] | ||||||||||||||
Interest rate | 7.00% | |||||||||||||
Interest expense | 9,373 | |||||||||||||
Debt instrument term, description | The maturity date of the notes was the earlier of (1) the closing of the Merger, (2) May 31, 2020, and (3) ninety (90) days the Company determines not to proceed with the Merger. | |||||||||||||
Proceeds from exchange of term loans | $ 500,000 | |||||||||||||
Note Payable [Member] | ||||||||||||||
Long-term debt amount | $ 600,000 | $ 28,555 | $ 28,555 | 21,608 | $ 28,555 | |||||||||
Interest rate | 15.00% | |||||||||||||
Interest expense | 10,233 | |||||||||||||
Amortization of discount on debt | $ 462,013 | 108,788 | ||||||||||||
Loss on debt extinguishment realated to unamortized discount | 353,225 | |||||||||||||
Debt instrument, description | In April 2020, the Company issued a secured promissory note payable to an individual investor providing $600,000 of short-term financing. The notes carried an interest rate of fifteen percent (15%) and were to be repaid upon the earlier of (1) closing date of the pending the Merger and (2) July 14, 2020. Fifty percent (50%) of the principal amount was personally guaranteed by Mark Adams, a former director of AYRO Operating and AYRO. In conjunction with the notes, 553,330 shares of common stock (276,665 shares of common stock representing two percent (2%) of the combined company's post-merger outstanding common stock each) were issued to the lender and to Mr. Adams as compensation for his personal guarantee. A discount on debt of $462,013 was recorded in the transaction and was being amortized over the life of the note as a component of interest expense on the accompanying consolidated statements of operations. | |||||||||||||
2020 Paycheck Protection Program Term Note [Member] | ||||||||||||||
Long-term debt amount | $ 218,000 | |||||||||||||
Debt maturity date | May 20, 2022 | |||||||||||||
Interest rate | 1.00% | |||||||||||||
Debt forgiveness | 218,000 | |||||||||||||
2020 Paycheck Protection Program Term Note [Member] | Other Income [Member] | ||||||||||||||
Interst income | $ 1,363 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Debt and Financing Obligations (Details) - USD ($) | Dec. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Oct. 31, 2019 |
Long-term debt gross | $ 21,608 | $ 1,666,284 | ||
Less: debt discount | (341,310) | |||
Long-term debt after debt discount | 21,608 | 1,324,974 | ||
Less: current portion | (7,548) | (1,006,947) | ||
Long-term debt | 14,060 | 318,027 | ||
2019 Founder Bridge Note [Member] | ||||
Long-term debt gross | 500,000 | $ 500,000 | ||
2019 Vendor Payable Conversion Note [Member] | ||||
Long-term debt gross | 137,729 | |||
2019 Convertible Bridge Note [Member] | ||||
Long-term debt gross | 1,000,000 | |||
Note Payable [Member] | ||||
Long-term debt gross | $ 21,608 | $ 600,000 | $ 28,555 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 22, 2020 | Sep. 25, 2020 | Jul. 21, 2020 | Jul. 06, 2020 | May 28, 2020 | Feb. 05, 2020 | Dec. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Jun. 17, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 22, 2020 | Jul. 17, 2020 | Jul. 08, 2020 | Jun. 19, 2020 | Feb. 29, 2020 | Dec. 31, 2018 |
Number of cancellation of stock options | 27,268 | 316,309 | ||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Cash proceeds | $ 39,855,788 | $ 4,234 | ||||||||||||||||||||||
Shares issued during conversion | ||||||||||||||||||||||||
Shares issued for exercised stock options, shares | $ 16,669 | |||||||||||||||||||||||
Number of shares vested | 963,700 | |||||||||||||||||||||||
Share based compensation for the Company | $ 1,827,008 | $ 3,372,726 | ||||||||||||||||||||||
Preferred stock, designated | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||
Proceeds from preferred stock | $ 2,518,375 | |||||||||||||||||||||||
Warrant exercise price | $ 8.03 | $ 7.33 | $ 7.33 | $ 8.03 | $ 7.33 | $ 7.33 | ||||||||||||||||||
Warrant outstanding | 3,501,014 | 461,647 | 461,647 | 3,501,014 | 461,647 | 128,977 | ||||||||||||||||||
Series H-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock stated value | $ 138 | $ 138 | ||||||||||||||||||||||
Aggregate issued and outstanding shares percentage | 9.99% | 9.99% | ||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock stated value | $ 154 | $ 154 | ||||||||||||||||||||||
Preferred stock, conversion price | $ 184.80 | |||||||||||||||||||||||
Aggregate issued and outstanding shares percentage | 9.99% | 9.99% | ||||||||||||||||||||||
Series H-6 Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock stated value | $ 72 | |||||||||||||||||||||||
Preferred stock, conversion price | $ 3.60 | $ 3.60 | ||||||||||||||||||||||
Aggregate issued and outstanding shares percentage | 9.99% | |||||||||||||||||||||||
Preferred stock, designated | 50,000 | |||||||||||||||||||||||
Preferred stock, conversion price description | Each share of Series H-6 Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock of the Company determined by dividing the H-6 Stated Value by the initial conversion price of $3.60 per share, which was then further reduced to $2.50 under the anti-dilution adjustment provision, subject to a 9.99% blocker provision. | |||||||||||||||||||||||
Advisors [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,037,496 | |||||||||||||||||||||||
Merger Sub [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,858,758 | |||||||||||||||||||||||
Value of common stock issued | $ 3,060,740 | |||||||||||||||||||||||
Restricted Common Stock [Member] | Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,087,618 | |||||||||||||||||||||||
Number of shares vested | 15,115 | |||||||||||||||||||||||
Weighted average price restricted stock | $ 5.27 | $ 5.27 | ||||||||||||||||||||||
Share based compensation for the Company | $ 772,411 | |||||||||||||||||||||||
AYRO Seed Warrants [Member] | ||||||||||||||||||||||||
Offering expenses | $ 36,760 | $ 418,877 | ||||||||||||||||||||||
Warrants to purchase common stock | 461,647 | 461,647 | ||||||||||||||||||||||
Warrant exercise price | $ 7.33 | $ 7.33 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Warrant outstanding | 461,647 | 461,647 | ||||||||||||||||||||||
Series I Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 14,636 | 14,636 | ||||||||||||||||||||||
Warrant exercise price | $ 69 | $ 69 | ||||||||||||||||||||||
Warrant outstanding | 14,636 | 14,636 | ||||||||||||||||||||||
Warrant weighted average exercise price | $ 138 | $ 138 | ||||||||||||||||||||||
Warrants description | If at any time (i) the volume weighted average price ("VWAP") of the Common Stock exceeds $138.00 for not less than the mandatory exercise measuring period; (ii) the daily average number of shares of Common Stock traded during the mandatory exercise measuring period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series I Warrants still unexercised for a cash exercise. | |||||||||||||||||||||||
Series H-1 Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 10,149 | 10,149 | ||||||||||||||||||||||
Warrant exercise price | $ 145.20 | $ 145.20 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Warrant outstanding | 10,149 | 10,149 | ||||||||||||||||||||||
Series H-3 Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 2,800 | 2,800 | ||||||||||||||||||||||
Warrant exercise price | $ 165.60 | $ 165.60 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Warrant outstanding | 2,800 | 2,800 | ||||||||||||||||||||||
Series H-4 Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 37,453 | 37,453 | ||||||||||||||||||||||
Warrant exercise price | $ 15.60 | $ 15.60 | ||||||||||||||||||||||
Warrant outstanding | 37,453 | 37,453 | ||||||||||||||||||||||
Anti-dilution price protection price per share | $ 15.60 | $ 15.60 | ||||||||||||||||||||||
Series J Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 52,023 | 52,023 | ||||||||||||||||||||||
Warrant exercise price | $ 30 | $ 30 | ||||||||||||||||||||||
Warrant outstanding | 52,023 | 52,023 | ||||||||||||||||||||||
Warrant weighted average exercise price | $ 45 | $ 45 | ||||||||||||||||||||||
Warrants description | If at any time (i) the VWAP of the Common Stock exceeds $9.00 for not less than the mandatory exercise measuring period; (ii) the daily average number of shares of Common Stock traded during the mandatory exercise measuring period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise. | |||||||||||||||||||||||
Series H-5 Warrants [Member] | ||||||||||||||||||||||||
Offering price | $ 2.77 | $ 2.77 | ||||||||||||||||||||||
Warrants to purchase common stock | 296,389 | 296,389 | ||||||||||||||||||||||
Warrant exercise price | $ 2.50 | $ 2.50 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Deemed dividend | $ 432,727 | |||||||||||||||||||||||
Fair value of warrants | 967,143 | |||||||||||||||||||||||
Fair value of modification of orinigal award | $ 534,416 | |||||||||||||||||||||||
Series I, H-1, H-3, H-4, J and H-5 [Member] | ||||||||||||||||||||||||
Warrant expiration description | Warrants expire through the years 2020-2024 | |||||||||||||||||||||||
Bridge Loan Warrants [Member] | Five Institutional Lenders [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,030,585 | 1,030,585 | 1,030,585 | |||||||||||||||||||||
Warrant exercise price | $ 1.1159 | |||||||||||||||||||||||
Warrant expiration description | The Bridge Loan Warrants terminate after a period of 5 years on May 28, 2025. | |||||||||||||||||||||||
Convertible bridge loan | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||
Secured Loan Warrants [Member] | Three Institutional Lenders [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Warrant outstanding | 10,000 | |||||||||||||||||||||||
Secured promissory notes | $ 500,000 | |||||||||||||||||||||||
First Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 429,305 | |||||||||||||||||||||||
Warrant exercise price | $ 0.000367 | |||||||||||||||||||||||
Warrant outstanding | 1,150,000 | |||||||||||||||||||||||
Warrant expiration description | The First Private Placement Warrants terminate after a period of 5 years on May 28, 2025. | |||||||||||||||||||||||
Second Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 286,896 | |||||||||||||||||||||||
Warrant exercise price | $ 0.000367 | |||||||||||||||||||||||
Warrant outstanding | 850,000 | |||||||||||||||||||||||
Warrant expiration description | The Second Private Placement Warrants terminate after a period of 5 years on May 28, 2025. | |||||||||||||||||||||||
June Finder Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 27,273 | |||||||||||||||||||||||
Warrant exercise price | $ 2.75 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
June Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 126,000 | |||||||||||||||||||||||
Warrant exercise price | $ 2.875 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
July 8 Finder Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 71,770 | |||||||||||||||||||||||
Warrant exercise price | $ 5.225 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
July 8 Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 147,368 | |||||||||||||||||||||||
Warrant exercise price | $ 5.4625 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
July 22 Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 129,500 | |||||||||||||||||||||||
Warrant exercise price | $ 5.750 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
July 22 Finder Warrants [Member] | ||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
September Warrant [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 31,348 | |||||||||||||||||||||||
Share based compensation for the Company | $ 66,845 | |||||||||||||||||||||||
Warrant exercise price | $ 3.19 | |||||||||||||||||||||||
Warrant outstanding | 31,348 | |||||||||||||||||||||||
Warrant expiration description | The September Warrant is immediately exercisable and expires on September 25, 2025. | |||||||||||||||||||||||
Decrease in exercise price | $ 2.13 | |||||||||||||||||||||||
November Finder Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 56,256 | |||||||||||||||||||||||
Warrant exercise price | $ 6.6660 | |||||||||||||||||||||||
Warrant outstanding | 56,256 | 56,256 | ||||||||||||||||||||||
November Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 57,756 | |||||||||||||||||||||||
Warrant exercise price | $ 6.9690 | |||||||||||||||||||||||
Warrant outstanding | 57,756 | 57,756 | ||||||||||||||||||||||
Warrants description | The November Finder Warrants and November Placement Agent Warrants terminate after a period of 5 years on November 22, 2025. | |||||||||||||||||||||||
Series H-6 Preferred Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 225,590 | |||||||||||||||||||||||
Shares issued during conversion, shares | 7,833 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 5,074,645 | |||||||||||||||||||||||
Shares issued during conversion, shares | 2,007,193 | |||||||||||||||||||||||
Warrants to purchase common stock | 5,092,806 | 5,092,806 | ||||||||||||||||||||||
Cash proceeds | $ 3,926,818 | |||||||||||||||||||||||
Shares issued during conversion | 201 | |||||||||||||||||||||||
Shares issued for exercised stock options, shares | ||||||||||||||||||||||||
Shares issued for exercised stock options | 6,817 | |||||||||||||||||||||||
Common Stock [Member] | Series H-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 795 | |||||||||||||||||||||||
Shares issued during conversion, shares | 955 | |||||||||||||||||||||||
Preferred stock, conversion price | $ 165.60 | |||||||||||||||||||||||
Common Stock [Member] | First Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 972,486 | |||||||||||||||||||||||
Warrant exercise price | $ 1.3599 | |||||||||||||||||||||||
Common Stock [Member] | Second Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,316,936 | |||||||||||||||||||||||
Warrant exercise price | $ 0.7423 | |||||||||||||||||||||||
AYRO Seed Preferred Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 2,007,193 | |||||||||||||||||||||||
Shares issued during conversion, shares | 7,360,985 | |||||||||||||||||||||||
Number of stock sold | 1,092,215 | |||||||||||||||||||||||
Preferred stock stated value | ||||||||||||||||||||||||
Preferred stock, issued | 8,472,500 | 8,472,500 | ||||||||||||||||||||||
Sale of stock price | $ 1.75 | |||||||||||||||||||||||
Proceeds from preferred stock | $ 1,911,375 | |||||||||||||||||||||||
Seed Preferred Stock [Member] | ||||||||||||||||||||||||
Shares issued during conversion, shares | 205,178 | |||||||||||||||||||||||
Number of stock sold | 65,000 | 238,500 | ||||||||||||||||||||||
Shares issued during conversion | $ 359,062 | $ 7,360,985 | ||||||||||||||||||||||
Sale of stock price | $ 2 | $ 2 | ||||||||||||||||||||||
Proceeds from preferred stock | $ 130,000 | $ 477,000 | ||||||||||||||||||||||
Seed Preferred Stock [Member] | Exchange Ratio, Reverse Stock Split and Stock Dividend [Member] | ||||||||||||||||||||||||
Shares issued during conversion, shares | 2,007,193 | |||||||||||||||||||||||
Pre-funded Warrants [Member] | First Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 543,179 | |||||||||||||||||||||||
Pre-funded Warrants [Member] | Second Private Placement Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,030,039 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,650,164 | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||||
Offering expenses | 847,619 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Warrants and Series B [Member] | ||||||||||||||||||||||||
Value of common stock issued | $ 9,999,997 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,237,624 | |||||||||||||||||||||||
Warrant exercise price | $ 8.09 | |||||||||||||||||||||||
Warrants description | Terminate six months from the date of issuance on May 24, 2021 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series B Warrants [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 825,084 | |||||||||||||||||||||||
Warrant exercise price | $ 8.90 | |||||||||||||||||||||||
Warrants description | Terminate five years from the date issuance on November 24, 2025. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Additional Shares [Member] | ||||||||||||||||||||||||
Number of shares issued | 420,000 | |||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Offering price | $ 6.06 | 5 | $ 5 | |||||||||||||||||||||
Proceeds from sale of common stock | $ 2,100,000 | |||||||||||||||||||||||
Offering expenses | 168,000 | |||||||||||||||||||||||
Purchase of additional shares description | Each purchaser also had the right to purchase, on or before October 19, 2020, additional shares of common stock (the "Additional Shares") equal to the full amount of 75% of the common stock it purchased at the initial closing, or an aggregate of 1,387,500 shares, at price of $5.00 per share. | |||||||||||||||||||||||
Shares issued for exercised stock options, shares | $ 6,817 | |||||||||||||||||||||||
Shares issued for exercised stock options | 16,669 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||
Number of stock sold | 1,850,000 | 3,157,895 | 2,200,000 | |||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Offering price | $ 5 | $ 4.75 | $ 2.50 | |||||||||||||||||||||
Proceeds from sale of common stock | $ 9,250,000 | $ 15,000,000 | $ 5,500,000 | |||||||||||||||||||||
Offering expenses | $ 740,000 | $ 1,249,200 | $ 435,000 | |||||||||||||||||||||
Stock Purchase Agreements [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,573,218 | |||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Offering expenses | $ 609,010 | |||||||||||||||||||||||
Cash proceeds | 2,000,000 | |||||||||||||||||||||||
Purchase Warrant Agreements [Member] | Investors [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 477,190 | |||||||||||||||||||||||
Warrant exercise price | $ 0.000367 | |||||||||||||||||||||||
Sustainability Initiatives, LLC [Member] | ||||||||||||||||||||||||
Number of shares issued | 231,778 | |||||||||||||||||||||||
Sustainability Initiatives, LLC [Member] | Royalty Agreement [Member] | ||||||||||||||||||||||||
Number of shares issued | 434,529 | |||||||||||||||||||||||
Number of cancellation of stock options | 477,190 | |||||||||||||||||||||||
Sustainability Consultants, LLC [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||
Number of shares issued for service,shares | 67,488 | |||||||||||||||||||||||
Core IR [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 15,000 | |||||||||||||||||||||||
Core IR [Member] | Restricted Common Stock [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||
Offering expenses | $ 42,300 | |||||||||||||||||||||||
Palladium Capital Advisors, LLC [Member] | Purchase Warrant Agreements [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 232,404 | |||||||||||||||||||||||
Warrant expiration description | Warrants terminate after a period of 5 years on May 28, 2025. | |||||||||||||||||||||||
Palladium Capital Advisors, LLC [Member] | Purchase Warrant Agreements [Member] | Warrants One [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 72,142 | |||||||||||||||||||||||
Warrant exercise price | $ 1.1159 | |||||||||||||||||||||||
Palladium Capital Advisors, LLC [Member] | Purchase Warrant Agreements [Member] | Warrants Two [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 68,076 | |||||||||||||||||||||||
Warrant exercise price | $ 1.3599 | |||||||||||||||||||||||
Palladium Capital Advisors, LLC [Member] | Purchase Warrant Agreements [Member] | Warrants Three [Member] | ||||||||||||||||||||||||
Warrants to purchase common stock | 92,186 | |||||||||||||||||||||||
Warrant exercise price | $ 0.7423 | |||||||||||||||||||||||
Bridge Notes [Member] | ||||||||||||||||||||||||
Number of shares issued | 553,330 | 122,379 | ||||||||||||||||||||||
Value of common stock issued | $ 600,000 | $ 250,000 | ||||||||||||||||||||||
Founder Bridge Notes [Member] | ||||||||||||||||||||||||
Number of shares issued | 136,340 | 143,975 | ||||||||||||||||||||||
Value of common stock issued | $ 500,000 | $ 500,000 | ||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Shares issued during conversion, shares | 17,997 | |||||||||||||||||||||||
Convertible Bridge Notes [Member] | ||||||||||||||||||||||||
Shares issued during conversion, shares | 1,030,585 | |||||||||||||||||||||||
Shares issued during conversion | $ 1,000,000 | |||||||||||||||||||||||
Notes Payable and Accrued Interest [Member] | Seed Preferred Stock [Member] | ||||||||||||||||||||||||
Number of stock sold | 777,301 | |||||||||||||||||||||||
Sale of stock price | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||
Exchanged for cancellation of notes payable and accrued interest | $ 777,301 | |||||||||||||||||||||||
Trade Accounts Payable [Member] | Seed Preferred Stock [Member] | ||||||||||||||||||||||||
Number of stock sold | 1,100,000 | |||||||||||||||||||||||
Sale of stock price | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||
Exchanged for cancellation of notes payable and accrued interest | $ 1,100,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Payment of Preferred Stock (Details) | Dec. 31, 2020USD ($)$ / sharesshares |
Convertible Preferred Stock Series H [Member] | |
Preferred stock outstanding | shares | 8 |
Multiplied by the stated value | $ 154 |
Equals the gross stated value | $ | $ 1,232 |
Divided by the conversion price | $ 184.80 |
Equals the convertible shares of common stock | shares | 7 |
Multiplied by the fair market value of common stock | $ 6.08 |
Payment | $ | $ 43 |
Convertible Preferred Stock Series H-3 [Member] | |
Preferred stock outstanding | shares | 1,234 |
Multiplied by the stated value | $ 138 |
Equals the gross stated value | $ | $ 170,292 |
Divided by the conversion price | $ 165.60 |
Equals the convertible shares of common stock | shares | 1,028 |
Multiplied by the fair market value of common stock | $ 6.08 |
Payment | $ | $ 6,250 |
Convertible Preferred Stock Series H-6 [Member] | |
Preferred stock outstanding | shares | 50 |
Multiplied by the stated value | $ 72 |
Equals the gross stated value | $ | $ 3,600 |
Divided by the conversion price | $ 2.50 |
Equals the convertible shares of common stock | shares | 1,440 |
Multiplied by the fair market value of common stock | $ 6.08 |
Payment | $ | $ 8,755 |
Stockholders' Equity -Schedule
Stockholders' Equity -Schedule of Fair Value Assumptions of Warrants (Details) - September Warrants [Member] | Dec. 31, 2020 |
Dividend [Member] | |
Fair value assumptions | 0 |
Risk Free Rate [Member] | |
Fair value assumptions | 0.30 |
Stock Price [Member] | |
Fair value assumptions | 2.90 |
Strike Price [Member] | |
Fair value assumptions | 3.19 |
Term [Member] | |
Fair value assumptions, term | 5 years |
Volatility [Member] | |
Fair value assumptions | 102 |
Stockholders' Equity -Schedul_2
Stockholders' Equity -Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Warrants Outstanding, Beginning | 461,647 | 128,977 |
Warrants Assumed as Part of the Merger | 413,450 | |
Warrants Granted | 7,728,872 | 332,670 |
Warrants Exercised | (5,092,806) | |
Warrants Cancellations/Forfeitures | ||
Warrants Expired | (10,149) | |
Warrants Outstanding, Ending | 3,501,014 | 461,647 |
Weighted Average Exercise Price Outstanding, Beginning | $ 7.33 | $ 7.33 |
Weighted Average Exercise Price Assumed as Part of the Merger | 14.11 | |
Weighted Average Exercise Price Granted | 3.2 | 7.33 |
Weighted Average Exercise Price Exercised | 0.86 | |
Weighted Average Exercise Price Expired | 145.2 | |
Weighted Average Exercise Price Outstanding, Ending | $ 8.03 | $ 7.33 |
Weighted Average Remaining Contractual Life, Beginning | 4 years 2 months 19 days | 4 years 2 months 19 days |
Weighted Average Remaining Contractual Life, Ending | 2 years 10 months 14 days | 4 years 2 months 19 days |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Oct. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of stock options available for grants | 896,269 | 890,300 | ||
Compensation cost related to non-vested awards not yet recognized | $ 637,081 | |||
Number of stock options vested | 963,700 | |||
Share-based Compensation | $ 1,827,008 | $ 3,372,726 | ||
Share based compensation for the Company | 1,827,008 | 3,372,726 | ||
Share grant expense | 42,300 | 2,637,396 | ||
General and Administrative Expense | $ 6,603,935 | $ 6,678,310 | ||
Sustainability Initiatives, LLC [Member] | ||||
Number of stock options available for grants | 434,529 | |||
Share-based Compensation | $ 1,496,343 | |||
Shares forfeited | 447,190 | |||
Sustainability Initiatives, LLC [Member] | Consulting Agreement [Member] | ||||
Number of stock options available for grants | 231,778 | |||
Share-based Compensation | $ 908,650 | |||
Consulting Services [Member] | Sustainability Initiatives, LLC [Member] | ||||
Number of stock options available for grants | 67,488 | |||
Share-based Compensation | $ 232,403 | |||
Stock Option [Member] | ||||
Number of stock options vested | 975,388 | |||
Aggregate intrinsic value of stock options vested and exercisable | $ 2,997,456 | |||
Share-based Compensation | 908,533 | 286,722 | ||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 1,973,286 | |||
Restricted Common Stock [Member] | Core IR [Member] | ||||
Number of restricted stock units | 15,000 | |||
General and Administrative Expense | $ 42,300 | |||
Share based Payment Arrangement [Member] | Consulting Services [Member] | ||||
Warrant Expenses | 103,764 | $ 448,608 | ||
Directors [Member] | Restricted Common Stock [Member] | ||||
Number of restricted stock units | 436,368 | |||
Number of stock options vested | 15,115 | |||
Share-based Compensation | 548,679 | |||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 834,608 | |||
Restricted stock vesting description | Vest in December 2020, which was subsequently modified to fully vesting in May 2021. | |||
Keller Award [Member] | Restricted Common Stock [Member] | ||||
Number of restricted stock units | 651,250 | |||
Share-based Compensation | $ 223,732 | |||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 4,126,618 | |||
Restricted stock vesting description | The following vesting schedule: one-third will vest on May 28, 2021, one-third will vest on December 4, 2021 and one-third will vest on December 4, 2022 | |||
Mark Adams [Member] | ||||
Number of stock options available for grants | 143,975 | |||
Proceeds loan to company | $ 500,000 | |||
Additional shares granted | 136,340 | |||
Debt discount | $ 398,017 | |||
2020 Long Term Incentive Plan [Member] | ||||
Number of stock options available for grants | 2,051,537 | |||
Number of restricted stock grants in periods | ||||
2020 Long Term Incentive Plan [Member] | Directors [Member] | DropCar, Inc. [Member] | ||||
Number of shares reserved | 4,089,650 | |||
2014 Equity Incentive Plan [Member] | DropCar, Inc. [Member] | ||||
Number of shares reserved | 141,326 | |||
Number of stock options available for grants | 61,440 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share based compensation | $ 1,827,008 | $ 3,372,726 |
Research and development [Member] | ||
Share based compensation | 65,433 | (40,828) |
Sales and Marketing [Member] | ||
Share based compensation | 160,480 | 46,723 |
General and Administrative [Member] | ||
Share based compensation | $ 1,601,095 | $ 3,366,831 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Stock-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Based Compensation - Schedule Of Stock-based Compensation Stock Options Activity | ||
Stock options outstanding, beginning | 996,645 | 899,844 |
Stock option assumed | 61,440 | |
Stock options granted | 896,269 | 890,300 |
Stock options Excercised | (6,817) | |
Stock options Cancellations | (477,190) | |
Stock options forfeited | (27,268) | (316,309) |
Stock options outstanding, ending | 1,920,269 | 996,645 |
Weighted average exercise price outstanding, beginning | $ 2.92 | $ 2.45 |
Weighted average exercise price assumed | 46.95 | |
Weighted average exercise price granted | 3.06 | 3.54 |
Weighted average exercise price excercised | (2.45) | |
Weighted average exercise price cancellations | 3.08 | |
Weighted average exercise price forfeited | (2.86) | 3.08 |
Weighted average exercise price outstanding, ending | $ 4.40 | $ 2.92 |
Weighted average remaining contractual life, beginning | 5 years 8 months 23 days | 5 years 9 months 18 days |
Weighted average remaining contractual life, ending | 8 years 7 months 28 days | 5 years 8 months 23 days |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Stock-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected life (years) | 5 years | 5 years |
Risk-free interest | 0.38% | 1.62% |
Expected volatility | 89.76% | 73.20% |
Total grant date fair value | $ 3.45 | |
Minimum [Member] | ||
Total grant date fair value | $ 1.83 | |
Maximum [Member] | ||
Total grant date fair value | $ 2.81 |
Stock Based Compensation - Sc_4
Stock Based Compensation - Schedule of Restricted stock activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of shares, Outstanding Beginning | shares | |
Number of shares, Granted | shares | 1,087,618 |
Number of shares, Vested | shares | (15,115) |
Number of shares, Outstanding Ending | shares | 1,072,503 |
Weighted Average Grant Price, Outstanding Beginning | $ / shares | $ 0 |
Weighted Average Grant Price, Granted | $ / shares | 5.27 |
Weighted Average Grant Price, Vested | $ / shares | (3.17) |
Weighted Average Grant Price, Outstanding Ending | $ / shares | $ 5.30 |
Concentrations and Credit Risk
Concentrations and Credit Risk (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
One Supplier [Member] | ||
Concentration risk percentage | 54.00% | 66.00% |
Two Supplier [Member] | ||
Concentration risk percentage | 11.00% | 14.00% |
Sales Revenue [Member] | One Customer [Member] | ||
Concentration risk percentage | 68.00% | 75.00% |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration risk percentage | 74.00% | 69.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 09, 2020 | Dec. 09, 2019 | Oct. 15, 2019 | Mar. 01, 2017 | Dec. 31, 2019 | Oct. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 |
Accounts payable | $ 83,955 | $ 44,592 | $ 83,955 | ||||||||
Prepayment deposit | 49,162 | 976,512 | 49,162 | ||||||||
Due to related parties | 15,000 | $ 15,000 | $ 15,000 | ||||||||
Number of common stock shares granted | 896,269 | 890,300 | |||||||||
Accrued interest | $ 500,000 | $ 500,000 | |||||||||
Stock options shares vested | 963,700 | ||||||||||
Stock-based compensation | $ 1,827,008 | 3,372,726 | |||||||||
General and administrative expense | $ 6,603,935 | $ 6,678,310 | |||||||||
Warrant exercise price per share | $ 7.33 | $ 8.03 | $ 7.33 | $ 7.33 | |||||||
Common Stock [Member] | |||||||||||
Number of shares issued | 5,074,645 | ||||||||||
Warrant to purchase shares of common stock | 5,092,806 | ||||||||||
Cenntro Automotive Group [Member] | |||||||||||
Equity method investment, ownership percentage | 4.38% | ||||||||||
Converted value | $ 1,100,000 | ||||||||||
Converted shares | 299,948 | ||||||||||
Interest expense | $ 168,169 | ||||||||||
Cenntro Automotive Group [Member] | Common Stock [Member] | |||||||||||
Equity method investment, ownership percentage | 19.00% | ||||||||||
Sustainability Initiatives, LLC [Member] | |||||||||||
Number of shares issued | 231,778 | ||||||||||
Supply Chain Agreements [Member] | Cenntro Automotive Group [Member] | |||||||||||
Payments to acquire property and equipment percentage | 100.00% | ||||||||||
Original term of contract description | Under a memo of understanding signed between the Company and Cenntro on March 22, 2020, the Company agrees to purchase 300 units within the following twelve months of signing the memo of understanding, and 500 and 800 in each of the following respective twelve-month periods. | ||||||||||
Prepayment for inventory | $ 1,200,000 | ||||||||||
Royalty-Based Agreement [Member] | Sustainability Initiatives, LLC [Member] | |||||||||||
Debt monthly payments | $ 6,000 | ||||||||||
Reduction in royalty percentage | 0.50% | ||||||||||
Stock options shares vested | 381,752 | ||||||||||
Options vesting term | 6 months | ||||||||||
Number of shares issued | 231,778 | ||||||||||
Stock-based compensation | $ 908,650 | ||||||||||
Service Agreement [Member] | |||||||||||
Accounts payable | $ 12,150 | $ 12,150 | 12,150 | ||||||||
Related party transaction expense | $ 0 | $ 61,275 | |||||||||
Service Agreement [Member] | Sustainability Initiatives, LLC [Member] | |||||||||||
Number of common stock shares granted | 67,488 | ||||||||||
Stock-based compensation | $ 232,403 | ||||||||||
Consulting fees | $ 189,238 | ||||||||||
Warrant to purchase shares of common stock | 177,924 | ||||||||||
General and administrative expense | $ 260,733 | ||||||||||
Warrant exercise price per share | $ 7.33 | ||||||||||
Warrant term | 5 years | ||||||||||
Board Member [Member] | |||||||||||
Proceeds from loan | $ 500,000 | ||||||||||
Number of common stock shares granted | 143,975 | 136,340 | |||||||||
Term date of loan | Apr. 30, 2021 | ||||||||||
SI members [Member] | |||||||||||
Canceled shares | 477,190 | 434,529 | |||||||||
SI members [Member] | Common Stock [Member] | |||||||||||
Stock-based compensation | $ 1,496,343 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Royalty Percentage of Revenue (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue One [Member] | |
Royalty percentage | 3.00% |
Revenue One [Member] | Minimum [Member] | |
Revenue | $ 0 |
Revenue One [Member] | Maximum [Member] | |
Revenue | $ 25,000,000 |
Revenue Two [Member] | |
Royalty percentage | 2.00% |
Revenue Two [Member] | Minimum [Member] | |
Revenue | $ 25,000,000 |
Revenue Two [Member] | Maximum [Member] | |
Revenue | $ 50,000,000 |
Revenue Three [Member] | |
Royalty percentage | 1.00% |
Revenue Three [Member] | Minimum [Member] | |
Revenue | $ 50,000,000 |
Revenue Three [Member] | Maximum [Member] | |
Revenue | 100,000,000 |
Revenue Four [Member] | |
Revenue | $ 100,000,001 |
Royalty percentage | 0.50% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 25, 2020 | Jan. 02, 2019 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Lease remaining term | 6 years 2 months 30 days | |||||
Lease liabilities | $ 1,125,933 | |||||
Operating cash flows from operating lease | 84,747 | |||||
Stock-based compensation | $ 1,827,008 | $ 3,372,726 | ||||
Warrants exercise price | $ 8.03 | $ 7.33 | $ 7.33 | |||
DropCar Operating, Inc [Member] | ||||||
Settlement of multiple employment disputes | $ 232,000 | |||||
Accounts payable and accrued expenses | $ 3,500 | |||||
Legal fees | 45,000 | |||||
Plaintiff's counsel balance | 45,000 | |||||
Prefunded liabilities | $ 186,000 | |||||
New Lease Agreement [Member] | ||||||
Rent expense | $ 26,265 | |||||
Incremental borrowing rate for the lease | 10.41% | |||||
Lease remaining term | 6 years | |||||
Lease liabilities | $ 84,747 | |||||
Operating cash flows from operating lease | $ 0 | |||||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | ||||||
Contract term | 12 months | |||||
Stock-based compensation | $ 1,160,800 | |||||
Payment of amount | 520,000 | |||||
Cash | $ 75,000 | |||||
Warrant to purchase | 31,348 | |||||
Warrants exercise price | $ 3.19 | |||||
Warrant exercisable and expires | Sep. 25, 2025 | |||||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | Advisor [Member] | ||||||
Payment of amount | $ 66,845 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Components of Lease Expense (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease expense | $ 229,457 |
Short-term lease expense | 87,848 |
Total lease cost | $ 317,305 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Leases Right of Use Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease - right-of-use asset | $ 1,098,819 | |
Total lease assets | 1,098,819 | |
Lease obligation - operating lease | 123,139 | |
Lease obligation - operating lease, net of current portion | 1,002,794 | |
Total lease liability | $ 1,125,933 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Weighted-average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term (in years) - operating lease | 6 years 2 months 30 days |
Weighted average discount rate - operating lease | 10.41% |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Cash Flow Information (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows for operating leases | $ 84,747 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 1,210,680 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 234,628 |
2022 | 240,985 |
2023 | 247,533 |
2024 | 254,277 |
2025 | 261,228 |
Thereafter | 313,302 |
Total minimum lease payments | 1,551,953 |
Less effects of discounting | (426,020) |
Present value of future minimum lease payments | $ 1,125,933 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Interest and penalties | |
Net operating loss carryforwards amount | $ 17,840,842 |
Expires date | Dec. 1, 2035 |
Cumulative change in ownership percentage | 50.00% |
State [Member] | |
Net operating loss carryforwards amount | $ 12,757,935 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Reconcilation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Benefit derived by applying the Federal statutory income rate to net losses before income taxes | $ (2,260,323) | $ (1,819,586) |
State Tax Provision | (379,115) | 9,728 |
Permanent differences and other | (101,870) | (297,702) |
Expense attributable to change in valuation allowances | 2,741,308 | 2,107,559 |
Income tax benefit |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net Operating Losses | $ 4,346,179 | $ 2,117,530 |
Intangible Assets | 65,759 | 24,937 |
Nonqualified Stock Options | 1,435,982 | 989,201 |
Lease Liability | 275,339 | |
Basis of Property and Equipment | 108,918 | 119,179 |
Other | 28,686 | |
Deferred Tax Assets: | 6,260,863 | 3,250,847 |
ROU Asset | (268,708) | |
Deferred Tax (Liabilities): | (268,708) | |
Valuation allowance | 5,992,155 | 3,250,847 |
Net deferred tax asset/(liability) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 16, 2022 | Mar. 17, 2021 | Feb. 11, 2021 | Jan. 25, 2021 | Nov. 22, 2020 | Mar. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 26, 2021 | Mar. 31, 2021 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Gross proceeds from issuance of common stock | $ 39,855,788 | $ 4,234 | |||||||||
Warrants exercise price | $ 8.03 | $ 7.33 | $ 7.33 | ||||||||
Common Stock [Member] | |||||||||||
Number of shares issued | 5,074,645 | ||||||||||
Gross proceeds from issuance of common stock | $ 3,926,818 | ||||||||||
Warrant to purchase | 5,092,806 | ||||||||||
Forecast [Member] | Investor Warrants [Member] | |||||||||||
Warrants exercise price | $ 6.93 | ||||||||||
Warrants term | 6 months | ||||||||||
Warrant to purchase | 3,333,334 | ||||||||||
Forecast [Member] | Warrants [Member] | |||||||||||
Warrants exercise price | $ 11.50 | ||||||||||
Warrant to purchase | 3,300,000 | ||||||||||
Percentage of common stock | 75.00% | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Number of shares issued | 1,650,164 | ||||||||||
Subsequent Event [Member] | Expansion Plan [Member] | |||||||||||
Lease term | 16 months | ||||||||||
Lease obligation | $ 131,408 | ||||||||||
Subsequent Event [Member] | Warrants [Member] | Palladium Capital Group, LLC [Member] | |||||||||||
Gross proceeds from issuance of common stock | $ 3,344,001 | ||||||||||
Warrants exercise price | $ 10.925 | ||||||||||
Percentage of offering fee | 8.00% | 8.00% | |||||||||
Warrant to purchase | 271,158 | 233,334 | |||||||||
Percentage of common stock | 7.00% | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | Palladium Capital Group, LLC [Member] | |||||||||||
Number of shares issued | 35,885 | ||||||||||
Offering price | $ 10.45 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||
Number of shares issued | 4,400,001 | 3,333,334 | 302,500 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Offering price | $ 9.50 | $ 6 | $ 5 | ||||||||
Gross proceeds from issuance of common stock | $ 41,800,000 | $ 20,000,000 | $ 1,510,000 | ||||||||
Subsequent Event [Member] | Certain Agreement [Member] | |||||||||||
Offering price | $ 10 | ||||||||||
Percentage of stock price trigger | 5.00% | ||||||||||
Agreements description | (i) sell up to 5% of such stockholder's holdings in the Company's common stock on any trading day (with such 5% limitation to be measured as of the date of each sale) and (ii) allow for unlimited sales of the Company's common stock for any sales made at $10.00 per share or greater. |