Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-34643 | ||
Entity Registrant Name | AYRO, INC. | ||
Entity Central Index Key | 0001086745 | ||
Entity Tax Identification Number | 98-0204758 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 900 E. Old Settlers Boulevard | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Round Rock | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78664 | ||
City Area Code | (512) | ||
Local Phone Number | 994-4917 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | AYRO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 174,948,791 | ||
Entity Common Stock, Shares Outstanding | 36,909,956 | ||
Documents incorporated by reference | Portions of the definitive Proxy Statement of AYRO, Inc., relating to the Annual Meeting of Stockholders to be filed within 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated into Part III of this Form 10-K by reference | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 711 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | East Hanover, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 69,160,466 | $ 36,537,097 |
Accounts receivable, net | 969,429 | 765,850 |
Inventory, net | 3,744,037 | 1,173,254 |
Prepaid expenses and other current assets | 2,276,178 | 1,608,762 |
Total current assets | 76,150,110 | 40,084,963 |
Property and equipment, net | 835,160 | 611,312 |
Intangible assets, net | 88,322 | 143,845 |
Operating lease – right-of-use asset | 1,012,884 | 1,098,819 |
Deposits and other assets | 41,288 | 22,491 |
Total assets | 78,127,764 | 41,961,430 |
Current liabilities: | ||
Accounts payable | 647,050 | 767,205 |
Accrued expenses | 2,990,513 | 665,068 |
Contract liability | 24,000 | |
Current portion long-term debt, net | 7,548 | |
Current portion lease obligation – operating lease | 206,426 | 123,139 |
Total current liabilities | 3,843,989 | 1,586,960 |
Long-term debt, net | 14,060 | |
Lease obligation - operating lease, net of current portion | 859,543 | 1,002,794 |
Total liabilities | 4,703,532 | 2,603,814 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, (authorized – 20,000,000 shares) | ||
Common Stock, ($0.0001 par value; authorized – 100,000,000 shares; issued and outstanding – 36,866,956 and 27,088,584 as of December 31, 2021 and 2020, respectively) | 3,687 | 2,709 |
Additional paid-in capital | 131,654,776 | 64,509,724 |
Accumulated deficit | (58,234,231) | (25,154,817) |
Total stockholders’ equity | 73,424,232 | 39,357,616 |
Total liabilities and stockholders’ equity | 78,127,764 | 41,961,430 |
Convertible Preferred Stock Series H [Member] | ||
Stockholders’ equity: | ||
Preferred Stock, (authorized – 20,000,000 shares) | ||
Convertible Preferred Stock Series H-3 [Member] | ||
Stockholders’ equity: | ||
Preferred Stock, (authorized – 20,000,000 shares) | ||
Convertible Preferred Stock Series H-6 [Member] | ||
Stockholders’ equity: | ||
Preferred Stock, (authorized – 20,000,000 shares) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 outstanding | 36,866,956 | 27,088,584 |
Common stock, shares issued | 36,866,956 | 27,088,584 |
Convertible Preferred Stock Series H [Member] | ||
Preferred stock, shares authorized | 8,500 | 8,500 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 8 | 8 |
Preferred stock, shares outstanding | 8 | 8 |
Convertible Preferred Stock Series H-3 [Member] | ||
Preferred stock, shares authorized | 8,461 | 8,461 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,234 | 1,234 |
Preferred stock, shares outstanding | 1,234 | 1,234 |
Convertible Preferred Stock Series H-6 [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 50 | 50 |
Preferred stock, shares outstanding | 50 | 50 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 2,683,597 | $ 1,604,069 |
Cost of goods sold | 4,774,784 | 1,770,552 |
Gross loss | (2,091,187) | (166,483) |
Operating expenses: | ||
Research and development | 11,449,617 | 1,920,548 |
Sales and marketing | 2,419,168 | 1,415,282 |
General and administrative | 17,168,898 | 6,603,935 |
Total operating expenses | 31,037,683 | 9,939,765 |
Loss from operations | (33,128,870) | (10,106,248) |
Other income (expense): | ||
Other income, net | 51,768 | 236,923 |
Interest expense | (2,312) | (327,196) |
Loss on extinguishment of debt | (566,925) | |
Total other income (expense), net | 49,456 | (657,198) |
Net loss | (33,079,414) | (10,763,446) |
Provision for income taxes | ||
Deemed dividend on modification of Series H-5 warrants | (432,727) | |
Net loss Attributable to Common Stockholders | $ (33,079,414) | $ (11,196,173) |
Net loss per share, basic and diluted | $ (0.94) | $ (0.73) |
Basic and diluted weighted average Common Stock outstanding | 35,171,935 | 15,336,617 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Series H Preferred Stock [Member]Preferred Stock [Member] | Series H-3 Preferred Stock [Member]Preferred Stock [Member] | Series H-6 Preferred Stock [Member]Preferred Stock [Member] | Series Seed Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance , value at Dec. 31, 2019 | $ 9,025,245 | $ 395 | $ 5,001,947 | $ (13,958,644) | $ 68,943 | |||
Beginning 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 | (7,360,985) | 2,007,193 | ||||||
Issuance of Series H Preferred Stock in connection with the 2020 Merger | ||||||||
Issuance of Series H Preferred Stock in connection with the 2020 Merger, shares | 8 | |||||||
Issuance of Series H-3 Preferred Stock in connection with the 2020 Merger | ||||||||
Issuance of Series H-3 Preferred Stock in connection with the 2020 Merger, shares | 2,189 | |||||||
Issuance of Series H-6 Preferred Stock in connection with the 2020 Merger | ||||||||
Issuance of Series H-6 Preferred Stock in connection with the 2020 Merger, shares | 7,883 | |||||||
Conversion of Series H-6 Preferred Stock | $ 23 | (23) | ||||||
Conversion of series H6 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 | ||||||||
Issuance of Series H-3 Preferred Stock in connection with the 2020 Merger, shares | (955) | 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) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 2,709 | 64,509,724 | (25,154,817) | 39,357,616 | ||||
Ending balance, shares at Dec. 31, 2020 | 8 | 1,234 | 50 | 27,088,584 | ||||
Sale of common stock, net of fees | $ 804 | 58,269,025 | 58,269,829 | |||||
Sale of common stock, net of fees, shares | 8,035,835 | |||||||
Exercise of warrants, net of fees | $ 1 | 99,999 | 100,000 | |||||
Exercise of warrants, net of fees, shares | 13,642 | |||||||
Exercise of stock options | $ 55 | 1,506,944 | 1,506,999 | |||||
Exercise of stock options, shares | 555,004 | |||||||
Stock based compensation | 7,226,902 | 7,226,902 | ||||||
Vested Restricted Stock | $ 116 | (116) | ||||||
Vested Restricted Stock, shares | 1,158,891 | |||||||
Net Loss | (33,079,414) | (33,079,414) | ||||||
Issuance of common stock for services | $ 2 | 42,298 | 42,300 | |||||
Issuance of common stock for services, shares | 15,000 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 3,687 | $ 131,654,776 | $ (58,234,231) | $ 73,424,232 | ||||
Ending balance, shares at Dec. 31, 2021 | 8 | 1,234 | 50 | 36,866,956 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (33,079,414) | $ (10,763,446) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 527,584 | 447,283 |
Stock-based compensation | 7,556,282 | 1,827,008 |
Amortization of debt discount | 236,398 | |
Loss on extinguishment of debt | 566,925 | |
Amortization of right-of-use asset | 206,375 | 111,861 |
Provision for bad debt expense | 99,309 | 37,745 |
Debt Forgiveness (PPP loan) | (218,000) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (302,887) | (732,449) |
Inventory | (2,666,327) | (4,967) |
Prepaid expenses and other current assets | (667,416) | (1,444,363) |
Deposits | (18,797) | 26,265 |
Accounts payable | (120,155) | (59,489) |
Accrued expenses | 2,038,365 | 10,632 |
Contract liability | (24,000) | 24,000 |
Lease obligations - operating leases | (180,404) | (84,747) |
Net cash used in operating activities | (26,631,485) | (10,019,344) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (538,012) | (504,332) |
Purchase of intangible assets | (62,351) | (14,388) |
Proceeds from merger with ABC Merger Sub, Inc. | 3,060,740 | |
Net cash (used in) provided by investing activities | (600,363) | 2,542,020 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance debt | 1,318,000 | |
Repayments of debt | (21,611) | (1,744,676) |
Proceeds from exercise of warrants, net of fees | 100,000 | 3,926,818 |
Proceeds from exercise of stock options | 1,506,999 | 16,669 |
Proceeds from issuance of Common Stock, net of fees and expenses | 58,269,829 | 39,855,788 |
Net cash provided by financing activities | 59,855,217 | 43,372,599 |
Net change in cash | 32,623,369 | 35,895,275 |
Cash, beginning of year | 36,537,097 | 641,822 |
Cash, end of year | 69,160,466 | 36,537,097 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 1,971 | 102,911 |
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 dividend on modification of Series H-5 warrants | 432,727 | |
Restricted Stock for service, vested not issued | 329,380 | 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 | $ 120,440 | $ 1,210,680 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
H Five Warrants [Member] | |
Number of warrants exercise | 76,999 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS AYRO, Inc. (“AYRO” or the “Company”), a Delaware corporation formerly known as DropCar, Inc. (“DropCar”), a corporation headquartered 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 Certificate 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, and its wholly-owned subsidiaries, are principally engaged in manufacturing and sales of environmentally-conscious, minimal-footprint electric vehicles. The all-electric vehicles are typically sold both directly and to dealers in the United States. Merger On May 28, 2020, pursuant to the previously announced Agreement and Plan of Merger, dated December 19, 2019 (the “Merger Agreement”), by and among AYRO, Inc., a Delaware corporation previously known as DropCar, Inc., ABC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AYRO Operating Company (“AYRO Operating”), a Delaware corporation previously known as AYRO, Inc., 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 1.3634 0.0001 1-for-10 reverse stock split 1-for-5 reverse stock split 3.06 2,337,663 79 18 3 The Merger was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes because 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. AYRO Operating was treated as the accounting acquirer as its stockholders controlled 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 our consolidated financial statements are those of AYRO Operating as if AYRO Operating had always been the reporting company. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Asset Purchase Agreement 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 Strategic Review Following the hiring of the Company’s new Chief Executive Officer in the third quarter of 2021, the Company initiated a strategic review of their product development strategy, as they focus on creating value within the electric vehicle, last-mile delivery, and smart payload and enabling infrastructure markets. While the Company completes their strategic review, they have paused all material research and development activity and expenditures, associated with their planned next-generation three-wheeled high speed vehicle. In December of 2021 the Company began research and development on the new 411 fleet vehicle model refresh the AYRO Z, including updates on their supply chain evolution, offshoring/onshoring mix, manufacturing strategy, and annual model year refresh program. |
LIQUIDITY AND OTHER UNCERTAINTI
LIQUIDITY AND OTHER UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity And Other Uncertainties | |
LIQUIDITY AND OTHER UNCERTAINTIES | NOTE 2. 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. The Company has a limited operating history and the sales and income potential of its business and market are unproven. The Company incurred net losses of $ 33,079,414 26,631,485 69,160,466 38,808,118 Since early 2020, when the World Health Organization declared the spread of the transmissible and pathogenic coronavirus a global pandemic, there have been business slowdowns and decreased demand for AYRO 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 and in 2021, resulting in sales that were less than expected through 2021. The Company relies on foreign suppliers, including Cenntro Automotive Group (“Cenntro”), its largest supplier, for a number of raw materials, instruments and technologies that the Company purchases. The Company’s success is dependent on the ability to import or transport such products from Cenntro and other overseas vendors in a timely and cost-effective manner. The Company relies heavily on third parties, including ocean carriers and truckers, in that process. The global shipping industry is experiencing ocean shipping disruptions, trucking shortages, increased ocean shipping rates and increased trucking and fuel costs, and the Company cannot predict when these disruptions will end. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There is currently a shortage of shipping capacity from China and other parts of Asia, and as a result, receipt of imported products may be disrupted or delayed. The shipping industry is also experiencing issues with port congestion and pandemic-related port closures and ship diversions. Labor disputes among freight carriers and at ports of entry are common, and the Company expects labor unrest and its effects on shipping products to be a challenge for it. A port worker strike, work slow-down or other transportation disruption in the port of Long Beach, California could significantly disrupt the Company’s business. The Company is currently experiencing such disruption at the port due to multiple factors brought about by the COVID-19 pandemic, such as supply and demand imbalance, a shortage of warehouse workers, truck drivers, transport equipment (tractors and trailers) and other causes, which have resulted in heightened congestion, bottlenecks and gridlock, leading to abnormally high transportation delays. This has materially and adversely affected the Company’s business and could continue to materially and adversely affect our business and financial results. If significant disruptions along these lines continue, this could lead to further significant disruptions in the Company’s business, delays in shipments, and revenue and profitability shortfalls, which could adversely affect the business, prospects, financial condition and operating results. The global shipping industry is also experiencing unprecedented increases in shipping rates from the trans-Pacific ocean carriers due to various factors, including limited availability of shipping capacity. For example, the cost of shipping products by ocean freight has recently increased to at least three times historical levels and will have a corresponding impact on profitability. The Company may find it necessary to rely on an increasingly expensive spot market and other alternative sources to make up any shortfall in shipping needs. Additionally, if increases in fuel prices occur, transportation costs would likely further increase. Similarly, supply chain disruptions such as those described in the preceding paragraphs may lead to an increase in transportation costs. Such cost increases have adversely affected the Company’s business and could have additional adverse effects on the business, prospects, financial condition and operating results. The Company may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials, including lithium-ion battery cells, semiconductors, and integrated circuits. Any such increase or supply interruption could materially negatively impact the business, prospects, financial condition and operating results. Currently, the Company is experiencing supply chain shortages, including with respect to lithium-ion battery cells, integrated circuits, vehicle control chips, and displays. Certain production-ready components may be delayed in shipment to company facilities which has and may continue to cause delays in validation and testing for these components, which would in turn create a delay in the availability of saleable vehicles. The Company uses various raw materials, including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt. The prices for these raw materials fluctuate depending on market conditions, and global demand and could adversely affect business and operating results. For instance, the Company is exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include: ● the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric vehicle industry as demand for such cells increases; ● disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and ● an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells. Any disruption in the supply of lithium-ion battery cells, semiconductors, or integrated circuits could temporarily disrupt production of the Company’s vehicles until a different supplier is fully qualified. Moreover, battery cell manufacturers may refuse to supply electric vehicle manufacturers if they determine that the vehicles are not sufficiently safe. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause the Company to experience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase operating costs and could reduce our margins if the increased costs cannot be recouped through increased electric vehicle prices. There can be no assurance that the Company will be able to recoup increasing costs of raw materials by increasing vehicle prices. We have made certain indemnities, under which we may be required to make payments to an indemnified party, in relation to certain transactions. We indemnify our directors and officers to the maximum extent permitted under the laws of the State of Delaware. In connection with our facility leases, we have indemnified our lessors for certain claims arising from the use of the facilities. The duration of the indemnities vary and, in many cases, are indefinite. These indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and 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, valuation of inventory reserve, valuation of deferred tax asset allowance, valuation of long lived assets, and the measurement of stock-based compensation expenses. Actual results could differ from these estimates. Cash and Cash Equivalents 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, 2021 and 2020. 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2021 and 2020, the Company did not have any level 1, 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, 2021 and 2020, the Company had reserved an allowance for doubtful accounts of $ 173,138 73,829 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The estimated useful lives for significant property and equipment categories are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computer Equipment and Software 1 3 Furniture and Fixtures 2 7 Machinery and Equipment 5 10 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 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. All tooling related to the AYRO 411x Fleet has been accelerated to the end date of the 2022 vehicle life. Leases Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease obligation on the consolidated balance sheets as of December 31, 2021 and 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 To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. 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 and delivery 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 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 an operating expense. The Company has reported shipping expenses of $ 393,231 134,310 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. 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, which were the vehicles used in the rental offering. 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segment Reporting The Company operates in one business segment which focuses on the manufacturing and sales of environmentally-conscious, minimal-footprint electric vehicles. 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, 2021 and 2020, 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 and non-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 awards (“RSAs”) 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 RSAs 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. For value-based vesting grants, expense is recognized via straight line expense over the expected period per grant as determined by outside valuation experts. Stock-based compensation is reversed for forfeitures in the period of forfeiture. We estimate the fair value of stock-based and cash unit awards containing a market condition using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend yield and the expected stock price volatility. The expected volatility is based on a combination of the historical and implied volatility of the Company’s publicly traded, near-the-money stock options, and the valuation period is based on the vesting period of the awards. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant and, since the Company does not currently pay or plan to pay a dividend on its common stock, the expected dividend yield was zero. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The attribution of the fair value of the equity instrument is charged directly to compensation expense over the period during which services are rendered. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE For the Years Ended December 31, 2021 2020 Options to purchase common stock 1,338,675 1,920,269 Restricted stock unvested 450,000 1,072,503 Restricted stock vested - unissued 43,000 - Warrants outstanding 6,108,823 3,501,014 Preferred stock outstanding 2,475 2,475 Totals 7,942,973 6,496,261 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 $ 11,449,617 1,920,548 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 has not seen a material impact in the adoption of ASU 2020-10 on its consolidated financial statements. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 4. REVENUES Disaggregation of Revenue Revenue by type consists of the following: SCHEDULE OF DISAGGREGATION OF REVENUE Years Ended December 31, 2021 2020 Revenue type Product revenue $ 2,419,822 $ 1,506,055 Shipping revenue 227,089 94,099 Subscription revenue - 1,786 Service income 36,686 2,129 Revenue $ 2,683,597 $ 1,604,069 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, 2021 and 2020. The balance at the end of each period is reported as contract liability in the Company’s consolidated balance sheet. SCHEDULE OF CONTRACT LIABILITIES December 31, December 31, 2021 2020 Balance, beginning of period $ 24,000 $ - Additions - 183,319 Transfer to revenue (24,000 ) (159,319 ) 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, 2021 and 2020, warranty reserves were recorded within accrued expenses of $ 240,517 43,278 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 5. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of amounts due from invoiced customers and product deliveries and were as follows: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, December 31, 2021 2020 Trade receivables $ 1,142,567 $ 839,679 Less: Allowance for doubtful accounts (173,138 ) (73,829 ) Total $ 969,429 $ 765,850 |
INVENTORY, NET
INVENTORY, NET | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | NOTE 6. INVENTORY, NET Inventory, net consisted of the following: SCHEDULE OF INVENTORY December 31, December 31, 2021 2020 Raw materials $ 3,481,614 $ 634,085 Work-in-progress 51,441 - Finished goods 210,982 539,169 Total $ 3,744,037 $ 1,173,254 Management has determined that the 411x selling price didn’t support increased freight in costs associated with increased costs of shipments from China, and as a result $ 1,080,583 388,735 95,544 123,121 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2021 2020 Prepaid final assembly services $ 439,660 $ 520,000 Prepayments for inventory 1,622,617 976,512 Prepaid other 213,901 112,250 Total $ 2,276,178 $ 1,608,762 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2021 2020 Computer and equipment $ 853,695 $ 815,704 Furniture and fixtures 173,155 127,401 Lease improvements 282,271 221,802 Prototypes 300,376 300,376 Computer software 455,875 62,077 Property and Equipment gross 2,065,372 1,527,360 Less: Accumulated depreciation (1,230,212 ) (916,048 ) Property and Equipment net $ 835,160 $ 611,312 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 314,164 209,494 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 9. INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2021 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 404,622 $ (385,710 ) $ 18,912 0.19 Patents and trademarks 123,414 (54,004 ) 69,410 2.25 $ 528,036 $ (439,714 ) $ 88,322 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 Patents 70,435 (29,901 ) 40,534 2.45 $ 465,683 $ (321,838 ) $ 143,845 Amortization expense for the years ended December 31, 2021 and 2020, was $ 117,876 114,668 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2021, the intangible assets amortization expense to be recognized for each of the succeeding four years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Period ending December 31, Future Amortization Expense 2022 $ 39,465 2023 24,156 2024 17,339 2025 7,362 Total $ 88,322 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | NOTE 10. FINANCING ARRANGEMENTS 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 August 31, 2023 8.34 Interest expense for the years ended December 31, 2021 and 2020 was $ 1,971 2,119 Financing arrangements settled during the periods presented are as follows: 2019 $500,000 Founder Bridge Note In October 2019, the Company received $ 500,000 14 143,975 136,340 398,017 The final amount paid was $ 517,405 500,000 17,405 0 52,500 0 103,602 193,693 2019 Vendor Payable Conversion Note In December 2019, a marketing firm agreed to convert 90 137,729 15 May 31, 2021 17,997 46,683 143,454 137,729 5,725 Interest expense for the years ended December 31, 2021 and 2020 was $ 0 15,494 0 24,008 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 5 1,030,585 0 20,833 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 7 Interest expense for the years ended December 31, 2021 and 2020 was $ 0 9,373 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2020 $600,000 Bridge Notes In April 2020, the Company issued a secured promissory note payable to an individual investor providing $ 600,000 Interest expense for the years ended December 31, 2021 and 2020 was $ 0 10,233 0 108,788 353,225 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 May 20, 2022 1 The forgiveness amount of $ 218,000 1,363 other income line item on the statement of operations |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11. STOCKHOLDERS’ EQUITY Common Stock In April 2020, the Company issued 553,330 600,000 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 0.0001 2.50 5,500,000 435,000 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 0.0001 4.75 15,000,000 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 0.0001 5.00 9,250,000 740,000 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 an offering price of $5.00 per share 420,000 0.0001 5.00 2,100,000 168,000 During July 2020, the Company issued 225,590 7,833 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 0.0001 6.06 10,000,000 847,619 During the year ended December 31, 2020, the Company issued 5,074,645 5,092,806 3,926,818 During the year ended December 31, 2020, the Company issued 1,030,585 1,000,000 During the year ended December 31, 2020, the Company issued 2,337,663 3,060,740 During the year ended December 31, 2020, the Company issued 1,573,218 0.0001 2,000,000 609,010 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2020, the Company issued 1,037,496 In December 2020, based on its contract, the Company agreed to issue 15,000 42,300 During the year ended December 31, 2020, the Company issued 2,007,193 7,360,985 During the year ended December 31, 2020, the Company issued 6,817 16,669 During the year ended December 31, 2020, the Company issued 795 955 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 0.0001 6.00 20,000,004 1,648,608 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 0.0001 9.50 41,800,008 3,394,054 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 3,300,001 11.50 On March 17, 2021, in connection with that 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, during the year ended December 31, 2021 investors purchased 302,500 0.0001 5.00 1,512,500 During February 2021, the Company issued 13,642 100,000 During the year ended December 31, 2021, the Company issued 555,004 1,506,999 During the year ended December 31, 2021, the Company issued 1,158,891 Restricted Stock During the year ended December 31, 2020, the Company issued 1,087,618 5.27 15,115 172,000 7.66 43,000 1,201,891 434,166 6,323,880 2,684,371 434,166 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 $ 154.00 184.80 9.99 SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H Preferred Stock outstanding as of December 31, 2021 8 Multiplied by the stated value $ 154 Equals the gross stated value $ 1,232 Divided by the conversion price $ 184.8 Equals the convertible shares of Company Common Stock 7 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 11 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 $ 138.00 165.60 9.99 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, 2021 SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-3 Preferred Stock outstanding as of December 31, 2021 1,234 Multiplied by the stated value $ 138 Equals the gross stated value $ 170,292 Divided by the conversion price $ 165.6 Equals the convertible shares of Company Common Stock 1,028 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 1,655 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 72.00 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 3.60 9.99 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2021, SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-6 Preferred Stock outstanding as of December 31, 2021 50 Multiplied by the stated value $ 72 Equals the gross stated value $ 3,600 Divided by the conversion price $ 2.5 Equals the convertible shares of Company Common Stock 1,440 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 2,318 AYRO Series Seed Preferred Stock Prior to the Merger, the Company was authorized to issue 8,472,500 December 31, 2021 and 2020, 7,360,985 2,007,193 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 As of December 31, 2021, there were 448,005 AYRO Seed Warrants outstanding. For the years ended December 31, 2021 and 2020, the Company recorded warrant expense related to the AYRO Seed Warrants of $ 0 and $ 36,760 , 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 69.00 If at any time (i) the volume weighted average price (“VWAP”) of the Common Stock exceeds $ 138.00 14,636 . Series H-3 Warrants As a result of the Merger, 2,800 165.60 five 5 As of December 31, 2021, there were 2,800 Exercise of Series H-4 Warrants and Issuance of Series J Warrants Series H-4 Warrants As a result of the Merger, 37,453 15.60 15.60 As of December 31, 2021, there were 37,453 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As a result of the Merger, 52,023 30.00 45.00 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, 2021, there were 52,023 Series H-5 Warrants As a result of the Merger, 296,389 2.50 five years 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 348,476 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 $ 432,727 967,143 534,416 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 89.96 0 0.24 5 The Series H-1, H-3, H-4, J and H-5 Warrants expire through the years 2022-2024 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other AYRO Warrants On June 19, 2020, the Company agreed to issue finder warrants (the “June Finder Warrants”) to purchase 27,273 2.75 126,000 2.875 5 126,000 27,273 On July 8, 2020, the Company agreed to issue finder warrants (the “July 8 Finder Warrants”) to purchase 71,770 5.225 147,368 5.4625 The July 8 Finder Warrants and July 8 Placement Agent Warrants terminate after a period of 5 71,770 147,368 On July 22, 2020, the Company agreed to issue warrants to Palladium (the “July 22 Placement Agent Warrants”) to purchase 129,500 5.750 5 129,500 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On September 25, 2020, the Company issued a warrant (the “September Warrant”) to purchase 31,348 3.19 The September Warrant is immediately exercisable and expires on September 25, 2025 2.13 66,845 31,348 The following assumptions were used to determine the fair value of the September Warrants: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS As of Dividend - % Risk Free Rate 0.30 % Exercise 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 1,237,624 825,084 8.09 May 24, 2021 8.90 terminate five years from the date issuance on November 24, 2025 825,084 On November 22, 2020, the Company agreed to issue finder warrants (the “November Finder Warrants”) to purchase 56,256 6.6660 57,756 6.9690 The November Finder Warrants and November Placement Agent Warrants terminate after a period of 5 years on November 22, 2025 56,256 57,756 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 the January 2021 Offering an aggregate of 3,333,334 0.0001 6.00 20.0 Each purchaser was also granted a warrant to purchase, between July 26, 2021 and July 26, 2023, additional shares of common stock equal to the full amount of the common stock it purchased at the initial closing, or an aggregate of 3,333,334 6.93 On January 25, 2021, the Company agreed to issue warrants to Palladium, the placement agent for the January 2021 offering to purchase 233,334 6.93 3,566,668 On February 11, 2021, the Company agreed to issue warrants to Spartan Capital Securities, LLC and its affiliates (the “February Finder Warrants”) to purchase 15,574 10.925 35,885 10.45 255,584 10.925 5 51,459 255,584 A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) 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 $ 3.20 Exercised (5,092,806 ) $ 0.86 Expired (10,149 ) $ 145.2 Outstanding at December 31, 2020 3,501,014 $ 8.03 2.87 Granted 3,873,711 $ 7.24 Exercised (13,642 ) $ 7.33 Expired (1,252,260 ) $ 8.80 Outstanding at December 31, 2021 6,108,823 $ 7.37 2.31 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 12. 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 1,498,740 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, 2021, 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 61,440 zero Stock-based compensation, including stock options, warrants and restricted stock, expense is included in the consolidated statement of operations as follows: SCHEDULE OF STOCK-BASED COMPENSATION 2021 2020 Years Ended December 31, 2021 2020 Research and development $ 73,447 $ 65,433 Sales and marketing 224,076 160,480 General and administrative 7,258,759 1,601,095 Total $ 7,556,282 $ 1,827,008 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Options The following table reflects the stock option activity: SCHEDULE OF STOCK-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Number of Shares Weighted Average Exercise Price Contractual Life (Years) 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 Exercised (555,004 ) $ (2.72 ) Forfeitures (26,590 ) $ (2.52 ) Outstanding at December 31, 2021 1,338,675 $ 5.14 8.26 Of the outstanding options, 1,062,294 0 The Company recognized $ 1,232,402 908,533 637,576 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company uses the following inputs when valuing stock-based awards. SCHEDULE OF STOCK-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS For the Years Ended December 31, 2021 2020 Expected life (years) n/a 5.0 Risk-free interest rate n/a 0.38 % Expected volatility n/a 89.76 % Total grant date fair value n/a $ 1.83 2.81 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: SCHEDULE OF RESTRICTED STOCK ACTIVITY Number of Shares Weighted Average Grant Price Outstanding at December 31, 2019 - $ - Granted 1,087,618 $ 5.27 Vested (15,115 ) $ (3.17 ) Outstanding at December 31, 2020 1,072,503 $ 5.30 Granted 622,000 $ 3.91 Vested (1,201,891 ) $ 5.71 Forfeitures (42,612 ) $ 3.17 Outstanding at December 31, 2021 450,000 $ 2.48 In September 2020, the Company issued 436,368 15,115 vest in December 2020, which was subsequently modified to vest in full in May 2021 December 31, 2021 and 2020 699,527 548,679 In December 2020, based on objectives achieved, the Company issued 651,250 the following vesting schedule: one-third vested on May 28, 2021, one-third was to vest on December 4, 2021 and one-third was to vest on December 4, 2022 434,166 4,126,618 233,732 On February 24, 2021, pursuant to the AYRO, Inc. 2020 Long-Term Incentive Plan, the Company issued 172,000 shares of restricted stock to non-executive directors at a value of $ 7.66 per share. All awards vested during the year ended December 31, 2021. The Company recognized compensation expense during the year ended December 31, 2021 of $ 1,317,520 , of which $ 329,380 was held in accrual for shares unissued at December 31, 2021. As of December 31, 2021, 43,000 shares remained unissued. In September 2021, pursuant to the employment agreement with Thomas M. Wittenschlaeger, the Company issued 450,000 2.48 110 180,215 936,877 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Share-Based Payments 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 $ 0 103,764 |
CONCENTRATIONS AND CREDIT RISK
CONCENTRATIONS AND CREDIT RISK | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS AND CREDIT RISK | NOTE 13. 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. Two customers accounted for approximately 79 20 68 18 Accounts Receivable As of December 31, 2021 and 2020, two customers accounted for more than 10% of the Company’s gross accounts receivable. One customer accounted for approximately 87 74 10 14 Purchasing The Company places orders with various suppliers. During the years ended December 31, 2021 and 2020, two suppliers accounted for more than 10% of the Company’s raw materials. One supplier, Cenntro Automotive Group (“Cenntro”), a related party – see Note 14 – accounted for approximately 62 54 9 11 Manufacturing Cenntro owns the design of the AYRO 411x model and has granted the Company an exclusive license to manufacture AYRO 411x 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 411x in the United States, and the Company required to purchase the minimum volume of product units from Cenntro, among other obligations. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14. RELATED PARTY TRANSACTIONS The Company had received short-term expense advances from its founders. For the years ended December 31, 2021 and 2020, the amounts outstanding were $ 15,000 In October 2019, the Company received $ 500,000 143,975 136,340 April 30, 2021 2019 $500,000 Founder Bridge Note – |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. 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. 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 During March 2021, the Company subleased additional office space to support the Company’s expansion plan. The term is for 16 131,408 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 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s leases do 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 terms for the Company’s leases as of December 31, 2021 are 5.25 0.5 During the years ended December 31, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities- operating cash flows from operating lease was $ 180,404 87,747 The components of lease expense consist of the following: SCHEDULE OF COMPONENTS OF LEASE EXPENSES Years Ended December 31, 2021 2020 Operating lease expense $ 462,105 $ 229,457 Short-term lease expense 8,296 87,848 Total lease cost $ 470,401 $ 317,305 Balance sheet information related to leases consists of the following: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Assets Operating lease – right-of-use asset $ 1,012,884 $ 1,098,819 Total lease assets $ 1,012,884 $ 1,098,819 Liabilities Current liabilities: Lease obligation – operating lease $ 206,426 $ 123,139 Noncurrent liabilities: Lease obligation - operating lease, net of current portion 859,543 1,002,794 Total lease liability $ 1,065,969 $ 1,125,933 The weighted-average remaining lease term and discount rate is as follows: SCHEDULE OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE Weighted average remaining lease term (in years) – operating lease 5.25 Weighted average discount rate – operating lease 10.41 % AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash flow information related to leases consists of the following: SCHEDULE OF CASH FLOW INFORMATION December 31, 2021 Operating cash flows for operating leases $ 180,404 Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets $ 120,440 Future minimum lease payment under non-cancellable lease as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES As of December 31, 2021 Operating Leases 2022 $ 306,691 2023 247,533 2024 254,277 2025 261,223 2026 and thereafter 313,307 Total minimum lease payments 1,383,031 Less effects of discounting (317,062 ) Present value of future minimum lease payments $ 1,065,969 Manufacturing Agreements On September 25, 2020, AYRO entered into a Master Manufacturing Services Agreement (the “Karma Agreement”) with Karma Automotive, LLC (“Karma”). The term of the contract is for 12 1,160,800 The Company paid Karma an amount of $ 440,000 80,000 66,845 641,140 468,480 73,333 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Supply Chain Agreements In 2017, the Company executed a supply chain contract with 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. 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 upon availability of the 411x. See Note 13 for concentration amounts. 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, however, these minimums were waived by Cenntro in 2021. As of December 31, 2021 and 2020, the total prepaid expenses were $ 1,469,743 and $ 976,512 , respectively. As of December 31, 2021 and 2020 the Company’s total accrued expense balance was $ 867,727 and $ 44,592 , respectively. 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 de minimis 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. As of January 1, 2019, DropCar had accrued approximately $ 232,000 $ 3,500 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). 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 $ 45,000 186,000 DropCar was audited by the New York State Department of Taxation and Finance (“DOTF”) for its sales tax paid over the period of 2017 – 2020. The DOTF believes DropCar owes additional sales tax plus interest. Management is investigating the details this audit. As of December 31, 2021, the Company has accrued $ 476,280 AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income taxes in the statement of operations as of December 31, 2021 and 2020. SCHEDULE OF RECONCILIATION STATUTORY FEDERAL INCOME TAX RATE December 31, 2021 December 31, 2020 Income tax benefit at statutory U.S. federal rate $ (6,946,677 ) $ (2,260,323 ) Permanent differences - equity based compensation 310,384 (101,870 ) Permanent difference - non-deductible compensation 765,339 - Income tax benefit attributable to U.S. states (965,708 ) (379,115 ) Basis adjustments 70,544 - Change in valuation allowance 6,766,118 2,741,308 Total income tax expense $ - $ - Deferred income taxes reflect the net 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 following table sets forth deferred income tax assets and liabilities as of the date shown: SCHEDULE OF DEFERRED TAX December 31, 2021 December 31, 2020 Deferred tax assets: Net operating losses $ 11,733,274 $ 4,346,179 Intangible assets 85,758 65,759 Equity based compensation 569,350 1,435,982 Warrants 156,851 - Accrued compensation 33,147 - Property and equipment 73,646 108,918 Lease liability 260,674 275,339 Other 93,268 28,686 Deferred tax assets 13,005,968 6,260,863 Deferred tax liabilities ROU asset (247,695 ) (268,708 ) Deferred tax liabilities (247,695 ) (268,708 ) Valuation allowance 12,758,273 5,992,155 Net deferred tax asset/(liability) $ - $ - 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 2021. There are no interest and penalties related to uncertain tax positions in 2021. The Company has federal net operating loss carryforwards of $ 48,152,539 17,840,842 995,801 20-year carry forward, with a portion beginning to expire in 2036 47,156,738 34,824,332 12,757,935 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 Section 382 ownership change in connection with future changes in the Company’s stock ownership. Certain deferred tax assets from DropCar, such as NOL carryforwards and capital loss carryforwards are not included in the Company’s deferred tax assets as they are expected to be fully limited under IRC Section 382 as a result of the merger. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS On January 14, 2022, Curtis Smith, who served as the Chief Financial Officer of AYRO, Inc., resigned from his role as an officer and employee of the Company. The Company and Mr. Smith entered into a General Release and Severance Agreement. Pursuant to the Smith Severance Agreement, Mr. Smith received a cash separation payment in the amount of $ 237,500 On January 14, 2022, Brian Groh, who served as the Company’s Chief of Business Development, terminated his engagement with the Company. As such, the independent contractor agreement between the Company and 2196005 Ontario, Inc., an Ontario corporation owned and controlled by Mr. Groh, dated September 16, 2019 was terminated. The Company and Mr. Groh entered into a General Release Agreement. Pursuant to the Groh Release Agreement, Mr. Groh received a cash separation payment in the amount of $ 237,500 On January 14, 2022, Richard Perley, who served as the Company’s Chief Marketing Officer, terminated his engagement with the Company. As such, the independent contractor agreement between the Company and PerlTek, a corporation owned and controlled by Mr. Perley, dated August 27, 2018, was terminated. Pursuant to the Perley Release Agreement, Mr. Perley received a cash separation payment in the amount of $ 237,500 On January 14, 2022, the Board appointed David E. Hollingsworth as Interim Chief Financial Officer of the Company, effective as of January 14, 2022, to serve until a successor is chosen and qualified, or until his earlier resignation or removal. Mr. Hollingsworth will also serve as the Company’s principal accounting officer and principal financial officer. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and 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, valuation of inventory reserve, valuation of deferred tax asset allowance, valuation of long lived assets, and the measurement of stock-based compensation expenses. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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, 2021 and 2020. |
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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2021 and 2020, the Company did not have any level 1, 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, 2021 and 2020, the Company had reserved an allowance for doubtful accounts of $ 173,138 73,829 |
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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The estimated useful lives for significant property and equipment categories are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computer Equipment and Software 1 3 Furniture and Fixtures 2 7 Machinery and Equipment 5 10 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 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. All tooling related to the AYRO 411x Fleet has been accelerated to the end date of the 2022 vehicle life. |
Leases | Leases Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease obligation on the consolidated balance sheets as of December 31, 2021 and 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 To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. 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 and delivery 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 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 an operating expense. The Company has reported shipping expenses of $ 393,231 134,310 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. 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, which were the vehicles used in the rental offering. 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. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Segment Reporting | Segment Reporting The Company operates in one business segment which focuses on the manufacturing and sales of environmentally-conscious, minimal-footprint electric vehicles. 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, 2021 and 2020, 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 and non-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 awards (“RSAs”) 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 RSAs 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. For value-based vesting grants, expense is recognized via straight line expense over the expected period per grant as determined by outside valuation experts. Stock-based compensation is reversed for forfeitures in the period of forfeiture. We estimate the fair value of stock-based and cash unit awards containing a market condition using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend yield and the expected stock price volatility. The expected volatility is based on a combination of the historical and implied volatility of the Company’s publicly traded, near-the-money stock options, and the valuation period is based on the vesting period of the awards. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant and, since the Company does not currently pay or plan to pay a dividend on its common stock, the expected dividend yield was zero. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The attribution of the fair value of the equity instrument is charged directly to compensation expense over the period during which services are rendered. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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 The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE For the Years Ended December 31, 2021 2020 Options to purchase common stock 1,338,675 1,920,269 Restricted stock unvested 450,000 1,072,503 Restricted stock vested - unissued 43,000 - Warrants outstanding 6,108,823 3,501,014 Preferred stock outstanding 2,475 2,475 Totals 7,942,973 6,496,261 |
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 $ 11,449,617 1,920,548 |
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 has not seen a material impact in the adoption of ASU 2020-10 on its consolidated financial statements. AYRO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | The estimated useful lives for significant property and equipment categories are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computer Equipment and Software 1 3 Furniture and Fixtures 2 7 Machinery and Equipment 5 10 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: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE For the Years Ended December 31, 2021 2020 Options to purchase common stock 1,338,675 1,920,269 Restricted stock unvested 450,000 1,072,503 Restricted stock vested - unissued 43,000 - Warrants outstanding 6,108,823 3,501,014 Preferred stock outstanding 2,475 2,475 Totals 7,942,973 6,496,261 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | Revenue by type consists of the following: SCHEDULE OF DISAGGREGATION OF REVENUE Years Ended December 31, 2021 2020 Revenue type Product revenue $ 2,419,822 $ 1,506,055 Shipping revenue 227,089 94,099 Subscription revenue - 1,786 Service income 36,686 2,129 Revenue $ 2,683,597 $ 1,604,069 |
SCHEDULE OF CONTRACT LIABILITIES | SCHEDULE OF CONTRACT LIABILITIES December 31, December 31, 2021 2020 Balance, beginning of period $ 24,000 $ - Additions - 183,319 Transfer to revenue (24,000 ) (159,319 ) Balance, end of period $ - $ 24,000 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable, net consists of amounts due from invoiced customers and product deliveries and were as follows: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, December 31, 2021 2020 Trade receivables $ 1,142,567 $ 839,679 Less: Allowance for doubtful accounts (173,138 ) (73,829 ) Total $ 969,429 $ 765,850 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory, net consisted of the following: SCHEDULE OF INVENTORY December 31, December 31, 2021 2020 Raw materials $ 3,481,614 $ 634,085 Work-in-progress 51,441 - Finished goods 210,982 539,169 Total $ 3,744,037 $ 1,173,254 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2021 2020 Prepaid final assembly services $ 439,660 $ 520,000 Prepayments for inventory 1,622,617 976,512 Prepaid other 213,901 112,250 Total $ 2,276,178 $ 1,608,762 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2021 2020 Computer and equipment $ 853,695 $ 815,704 Furniture and fixtures 173,155 127,401 Lease improvements 282,271 221,802 Prototypes 300,376 300,376 Computer software 455,875 62,077 Property and Equipment gross 2,065,372 1,527,360 Less: Accumulated depreciation (1,230,212 ) (916,048 ) Property and Equipment net $ 835,160 $ 611,312 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS, NET | Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2021 Weighted- Net Average Gross Accumulated Carrying Amortization Amount Amortization Amount Period Supply chain development $ 404,622 $ (385,710 ) $ 18,912 0.19 Patents and trademarks 123,414 (54,004 ) 69,410 2.25 $ 528,036 $ (439,714 ) $ 88,322 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 Patents 70,435 (29,901 ) 40,534 2.45 $ 465,683 $ (321,838 ) $ 143,845 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES | As of December 31, 2021, the intangible assets amortization expense to be recognized for each of the succeeding four years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES Period ending December 31, Future Amortization Expense 2022 $ 39,465 2023 24,156 2024 17,339 2025 7,362 Total $ 88,322 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Stock [Line Items] | |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS | The following assumptions were used to determine the fair value of the September Warrants: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS As of Dividend - % Risk Free Rate 0.30 % Exercise 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: SCHEDULE OF WARRANT ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) 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 $ 3.20 Exercised (5,092,806 ) $ 0.86 Expired (10,149 ) $ 145.2 Outstanding at December 31, 2020 3,501,014 $ 8.03 2.87 Granted 3,873,711 $ 7.24 Exercised (13,642 ) $ 7.33 Expired (1,252,260 ) $ 8.80 Outstanding at December 31, 2021 6,108,823 $ 7.37 2.31 |
Series H Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
SCHEDULE OF PAYMENT OF PREFERRED STOCK | SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H Preferred Stock outstanding as of December 31, 2021 8 Multiplied by the stated value $ 154 Equals the gross stated value $ 1,232 Divided by the conversion price $ 184.8 Equals the convertible shares of Company Common Stock 7 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 11 |
Series H-3 Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
SCHEDULE OF PAYMENT OF PREFERRED STOCK | SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-3 Preferred Stock outstanding as of December 31, 2021 1,234 Multiplied by the stated value $ 138 Equals the gross stated value $ 170,292 Divided by the conversion price $ 165.6 Equals the convertible shares of Company Common Stock 1,028 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 1,655 |
Series H-6 Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
SCHEDULE OF PAYMENT OF PREFERRED STOCK | SCHEDULE OF PAYMENT OF PREFERRED STOCK Number of Series H-6 Preferred Stock outstanding as of December 31, 2021 50 Multiplied by the stated value $ 72 Equals the gross stated value $ 3,600 Divided by the conversion price $ 2.5 Equals the convertible shares of Company Common Stock 1,440 Multiplied by the fair market value of Company Common Stock as of December 31, 2021 $ 1.61 Equals the payment $ 2,318 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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: SCHEDULE OF STOCK-BASED COMPENSATION 2021 2020 Years Ended December 31, 2021 2020 Research and development $ 73,447 $ 65,433 Sales and marketing 224,076 160,480 General and administrative 7,258,759 1,601,095 Total $ 7,556,282 $ 1,827,008 |
SCHEDULE OF STOCK-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY | The following table reflects the stock option activity: SCHEDULE OF STOCK-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Number of Shares Weighted Average Exercise Price Contractual Life (Years) 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 Exercised (555,004 ) $ (2.72 ) Forfeitures (26,590 ) $ (2.52 ) Outstanding at December 31, 2021 1,338,675 $ 5.14 8.26 |
SCHEDULE OF STOCK-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | The Company uses the following inputs when valuing stock-based awards. SCHEDULE OF STOCK-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS For the Years Ended December 31, 2021 2020 Expected life (years) n/a 5.0 Risk-free interest rate n/a 0.38 % Expected volatility n/a 89.76 % Total grant date fair value n/a $ 1.83 2.81 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following table reflects the restricted stock activity: SCHEDULE OF RESTRICTED STOCK ACTIVITY Number of Shares Weighted Average Grant Price Outstanding at December 31, 2019 - $ - Granted 1,087,618 $ 5.27 Vested (15,115 ) $ (3.17 ) Outstanding at December 31, 2020 1,072,503 $ 5.30 Granted 622,000 $ 3.91 Vested (1,201,891 ) $ 5.71 Forfeitures (42,612 ) $ 3.17 Outstanding at December 31, 2021 450,000 $ 2.48 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSES | The components of lease expense consist of the following: SCHEDULE OF COMPONENTS OF LEASE EXPENSES Years Ended December 31, 2021 2020 Operating lease expense $ 462,105 $ 229,457 Short-term lease expense 8,296 87,848 Total lease cost $ 470,401 $ 317,305 |
SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES | Balance sheet information related to leases consists of the following: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Assets Operating lease – right-of-use asset $ 1,012,884 $ 1,098,819 Total lease assets $ 1,012,884 $ 1,098,819 Liabilities Current liabilities: Lease obligation – operating lease $ 206,426 $ 123,139 Noncurrent liabilities: Lease obligation - operating lease, net of current portion 859,543 1,002,794 Total lease liability $ 1,065,969 $ 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: SCHEDULE OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE Weighted average remaining lease term (in years) – operating lease 5.25 Weighted average discount rate – operating lease 10.41 % |
SCHEDULE OF CASH FLOW INFORMATION | Cash flow information related to leases consists of the following: SCHEDULE OF CASH FLOW INFORMATION December 31, 2021 Operating cash flows for operating leases $ 180,404 Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets $ 120,440 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES | Future minimum lease payment under non-cancellable lease as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES As of December 31, 2021 Operating Leases 2022 $ 306,691 2023 247,533 2024 254,277 2025 261,223 2026 and thereafter 313,307 Total minimum lease payments 1,383,031 Less effects of discounting (317,062 ) Present value of future minimum lease payments $ 1,065,969 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION STATUTORY FEDERAL INCOME TAX RATE | The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income taxes in the statement of operations as of December 31, 2021 and 2020. SCHEDULE OF RECONCILIATION STATUTORY FEDERAL INCOME TAX RATE December 31, 2021 December 31, 2020 Income tax benefit at statutory U.S. federal rate $ (6,946,677 ) $ (2,260,323 ) Permanent differences - equity based compensation 310,384 (101,870 ) Permanent difference - non-deductible compensation 765,339 - Income tax benefit attributable to U.S. states (965,708 ) (379,115 ) Basis adjustments 70,544 - Change in valuation allowance 6,766,118 2,741,308 Total income tax expense $ - $ - |
SCHEDULE OF DEFERRED TAX | Deferred income taxes reflect the net 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 following table sets forth deferred income tax assets and liabilities as of the date shown: SCHEDULE OF DEFERRED TAX December 31, 2021 December 31, 2020 Deferred tax assets: Net operating losses $ 11,733,274 $ 4,346,179 Intangible assets 85,758 65,759 Equity based compensation 569,350 1,435,982 Warrants 156,851 - Accrued compensation 33,147 - Property and equipment 73,646 108,918 Lease liability 260,674 275,339 Other 93,268 28,686 Deferred tax assets 13,005,968 6,260,863 Deferred tax liabilities ROU asset (247,695 ) (268,708 ) Deferred tax liabilities (247,695 ) (268,708 ) Valuation allowance 12,758,273 5,992,155 Net deferred tax asset/(liability) $ - $ - |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Stockholders reverse stock split | 1-for-5 reverse stock split | ||
Merger Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.001 | ||
Conversion price per share | $ 1.3634 | ||
Stockholders reverse stock split | 1-for-10 reverse stock split | ||
Cash received from merger | $ 3,060 | ||
Business acquisition, number of shares | 2,337,663 | ||
Merger Agreement [Member] | Financial Advisor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 3.00% | ||
Merger Agreement [Member] | DropCar Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 18.00% | ||
Merger Agreement [Member] | Bridge Financing and Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 79.00% | ||
Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
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 $175,000 at the closing of the transactions contemplated by the Asset Purchase Agreement and (iii) provides for a current employee of the Company being transferred to DC Partners to provide transition services to the Company for a period of three months after the closing of the transactions contemplated by the Asset Purchase Agreement |
LIQUIDITY AND OTHER UNCERTAIN_2
LIQUIDITY AND OTHER UNCERTAINTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity And Other Uncertainties | ||
Net income loss | $ 33,079,414 | $ 10,763,446 |
Net cash provided by used in operating activities | 26,631,485 | 10,019,344 |
Cash | 69,160,466 | $ 36,537,097 |
Working capital | $ 38,808,118 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 1 year |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | Shorter of useful or lease life |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 7,942,973 | 6,496,261 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,338,675 | 1,920,269 |
Restricted Stock Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 450,000 | 1,072,503 |
Restricted Stock Vested Unissued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 43,000 | |
Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 6,108,823 | 3,501,014 |
Preferred Stock Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 2,475 | 2,475 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 19, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Allowance for doubtful accounts | $ 173,138 | $ 73,829 | |
Shipping expenses | 393,231 | 134,310 | |
Research and development | $ 11,449,617 | $ 1,920,548 | |
Penny Warrants [Member] | Merger Agreement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrants purchase | 1,193,391 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of intangible assets | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of intangible assets | 10 years |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,683,597 | $ 1,604,069 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,419,822 | 1,506,055 |
Shipping Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 227,089 | 94,099 |
Subscription Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,786 | |
Service Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 36,686 | $ 2,129 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance, beginning of period | $ 24,000 | |
Additions | 183,319 | |
Transfer to revenue | (24,000) | (159,319) |
Balance, end of period | $ 24,000 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Warranty reserves | $ 240,517 | $ 43,278 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Trade receivables | $ 1,142,567 | $ 839,679 |
Less: Allowance for doubtful accounts | (173,138) | (73,829) |
Total | $ 969,429 | $ 765,850 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,481,614 | $ 634,085 |
Work-in-progress | 51,441 | |
Finished goods | 210,982 | 539,169 |
Total | $ 3,744,037 | $ 1,173,254 |
INVENTORY, NET (Details Narrati
INVENTORY, NET (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||
Inventory write down | $ 388,735 | $ 1,080,583 | |
Depreciation expenses | 314,164 | $ 209,494 | |
Fleet Inventory [Member] | |||
Inventory [Line Items] | |||
Depreciation expenses | $ 95,544 | $ 123,121 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid final assembly services | $ 439,660 | $ 520,000 |
Prepayments for inventory | 1,622,617 | 976,512 |
Prepaid other | 213,901 | 112,250 |
Total | $ 2,276,178 | $ 1,608,762 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 2,065,372 | $ 1,527,360 |
Less: Accumulated depreciation | (1,230,212) | (916,048) |
Property and Equipment net | 835,160 | 611,312 |
Computer and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | 853,695 | 815,704 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | 173,155 | 127,401 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | 282,271 | 221,802 |
Prototypes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | 300,376 | 300,376 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 455,875 | $ 62,077 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 314,164 | $ 209,494 |
SCHEDULE OF INTANGIBLE ASSETS,
SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Amount | $ 528,036 | $ 465,683 |
Accumulated Amortization | (439,714) | (321,838) |
Net Carrying Amount | 88,322 | 143,845 |
Supply Chain Development [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Amount | 404,622 | 395,248 |
Accumulated Amortization | (385,710) | (291,937) |
Net Carrying Amount | $ 18,912 | $ 103,311 |
Weighted- Average Amortization Period | 2 months 8 days | 1 year 18 days |
Patents and Trademarks [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Amount | $ 123,414 | $ 70,435 |
Accumulated Amortization | (54,004) | (29,901) |
Net Carrying Amount | $ 69,410 | $ 40,534 |
Weighted- Average Amortization Period | 2 years 3 months | 2 years 5 months 12 days |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 39,465 | |
2023 | 24,156 | |
2024 | 17,339 | |
2025 | 7,362 | |
Total | $ 88,322 | $ 143,845 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 117,876 | $ 114,668 |
FINANCING ARRANGEMENTS (Details
FINANCING ARRANGEMENTS (Details Narrative) | Dec. 13, 2019shares | Sep. 30, 2020USD ($) | May 31, 2020USD ($) | Apr. 30, 2020USD ($) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($)shares | Oct. 31, 2019USD ($)shares | Aug. 31, 2018USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)Integershares |
Debt Instrument [Line Items] | |||||||||||
Number of common stock shares granted, shares | shares | 36,866,956 | 27,088,584 | |||||||||
Amortization of discount on debt | $ 236,398 | ||||||||||
Loss on debt exhinguishment related to unamortized discount | (566,925) | ||||||||||
Trade accounts payable, percent | 90.00% | 90.00% | |||||||||
Other Income [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest income | 1,363 | ||||||||||
Auto Financing Arrangement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 36,962 | ||||||||||
Debt maturity date | Aug. 31, 2023 | ||||||||||
Interest rate | 8.34% | ||||||||||
Interest expense | 1,971 | 2,119 | |||||||||
2019 Founder Bridge Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 500,000 | ||||||||||
Interest rate | 14.00% | ||||||||||
Interest expense | 0 | 52,500 | |||||||||
Number of common stock shares granted, shares | 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 | 0 | 103,602 | |||||||||
Loss on debt exhinguishment related to unamortized discount | 193,693 | ||||||||||
2019 Founder Bridge Note [Member] | Mr Adams [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of shares issued, shares | shares | 136,340 | ||||||||||
2019 Vendor Payable Conversion Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 137,729 | $ 137,729 | |||||||||
Debt maturity date | May 31, 2021 | ||||||||||
Interest rate | 15.00% | 15.00% | |||||||||
Interest expense | 0 | 15,494 | |||||||||
Number of common stock shares granted, shares | shares | 17,997 | 17,997 | |||||||||
Debt discount | $ 46,683 | $ 46,683 | |||||||||
Repayment of debt | $ 143,454 | ||||||||||
Debt principal amount paid | 137,729 | ||||||||||
Accrued interest | $ 5,725 | ||||||||||
Amortization of discount on debt | 0 | 24,008 | |||||||||
Loss on debt exhinguishment related to unamortized discount | 20,007 | ||||||||||
2019 Convertible Bridge Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 1,000,000 | $ 1,000,000 | |||||||||
Interest rate | 5.00% | 5.00% | |||||||||
Interest expense | 0 | 20,833 | |||||||||
Debt instrument coverted into stock | Integer | 1,030,585 | ||||||||||
2020 Bridge Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 7.00% | ||||||||||
Interest expense | 0 | 9,373 | |||||||||
Proceeds from exchange of term loans | $ 500,000 | ||||||||||
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 | ||||||||||
Note Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 600,000 | ||||||||||
Interest expense | 0 | 10,233 | |||||||||
Amortization of discount on debt | $ 0 | 108,788 | |||||||||
Loss on debt exhinguishment related 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 Pay Check Protection Term Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term debt amount | $ 218,000 | ||||||||||
Debt maturity date | May 20, 2022 | ||||||||||
Interest rate | 1.00% | ||||||||||
Debt forgiveness | $ 218,000 |
SCHEDULE OF PAYMENT OF PREFERRE
SCHEDULE OF PAYMENT OF PREFERRED STOCK (Details) | Dec. 31, 2021USD ($)$ / sharesshares |
Convertible Preferred Stock Series H [Member] | |
Class of Stock [Line Items] | |
Number of Series H-6 Preferred Stock outstanding as of December 31, 2021 | shares | 8 |
Multiplied by the stated value | $ 154 |
Equals the gross stated value | $ | $ 1,232 |
Divided by the conversion price | $ 184.8 |
Equals the convertible shares of Company Common Stock | shares | 7 |
Multiplied by the fair market value of Company Common Stock as of December 31, 2021 | $ 1.61 |
Equals the payment | $ | $ 11 |
Convertible Preferred Stock Series H-3 [Member] | |
Class of Stock [Line Items] | |
Number of Series H-6 Preferred Stock outstanding as of December 31, 2021 | shares | 1,234 |
Multiplied by the stated value | $ 138 |
Equals the gross stated value | $ | $ 170,292 |
Divided by the conversion price | $ 165.6 |
Equals the convertible shares of Company Common Stock | shares | 1,028 |
Multiplied by the fair market value of Company Common Stock as of December 31, 2021 | $ 1.61 |
Equals the payment | $ | $ 1,655 |
Convertible Preferred Stock Series H-6 [Member] | |
Class of Stock [Line Items] | |
Number of Series H-6 Preferred Stock outstanding as of December 31, 2021 | shares | 50 |
Multiplied by the stated value | $ 72 |
Equals the gross stated value | $ | $ 3,600 |
Divided by the conversion price | $ 2.5 |
Equals the convertible shares of Company Common Stock | shares | 1,440 |
Multiplied by the fair market value of Company Common Stock as of December 31, 2021 | $ 1.61 |
Equals the payment | $ | $ 2,318 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS (Details) - September Warrants [Member] | Dec. 31, 2021$ / shares |
Measurement Input, Expected Dividend Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions | |
Measurement Input, Risk Free Interest Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions | 0.30 |
Measurement Input, Share Price [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions | 2.90 |
Measurement Input, Offered Price [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions | 3.19 |
Measurement Input, Expected Term [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions, term | 5 years |
Measurement Input, Price Volatility [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value assumptions | 102 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shares Underlying Warrants Outstanding | 3,501,014 | 461,647 |
Weighted Average Exercise Price Outstanding, Ending | $ 8.03 | $ 7.33 |
Weighted Average Remaining Contractual Life, Beginning | 2 years 10 months 13 days | 4 years 2 months 19 days |
Warrants Assumed as Part of the Merger | 413,450 | |
Weighted Average Exercise Price Assumed As Part of Merger | $ 14.11 | |
Shares Underlying Warrants Granted | 3,873,711 | 7,728,872 |
Weighted Average Exercise Price Granted | $ 7.24 | $ 3.20 |
Shares Underlying Warrants Exercised | (13,642) | (5,092,806) |
Weighted Average Exercise Price Exercised | $ 7.33 | $ 0.86 |
Shares Underlying Warrants Expired | (1,252,260) | (10,149) |
Weighted Average Exercise Price Expired | $ 8.80 | $ 145.2 |
Shares Underlying Warrants Outstanding | 6,108,823 | 3,501,014 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.37 | $ 8.03 |
Weighted Average Remaining Contractual Life, Ending | 2 years 3 months 21 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Mar. 17, 2021 | Feb. 24, 2021 | Feb. 24, 2021 | Feb. 11, 2021 | Jan. 25, 2021 | Nov. 22, 2020 | Sep. 25, 2020 | Jul. 21, 2020 | Jul. 06, 2020 | Jun. 17, 2020 | Feb. 05, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 22, 2020 | Jul. 08, 2020 | Jun. 19, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Cash proceeds | $ 58,269,829 | $ 39,855,788 | ||||||||||||||||||||||
Shares issued during conversion | ||||||||||||||||||||||||
Shares issued for exercised stock options | $ 1,506,999 | 16,669 | ||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 43,000 | 43,000 | ||||||||||||||||||||||
Share based compensation | $ 7,556,282 | $ 1,827,008 | ||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||
Warrant exercise price | $ 8.03 | $ 7.37 | $ 8.03 | $ 7.37 | $ 8.03 | $ 7.33 | ||||||||||||||||||
Warrants outstanding | 3,501,014 | 6,108,823 | 3,501,014 | 6,108,823 | 3,501,014 | 461,647 | ||||||||||||||||||
Expected volatility | 89.76% | |||||||||||||||||||||||
Risk-free interest rate | 0.38% | |||||||||||||||||||||||
Advisors [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,037,496 | |||||||||||||||||||||||
Merger Sub [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 2,337,663 | |||||||||||||||||||||||
Value of common stock issued | $ 3,060,740 | |||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares vested | 1,158,891 | |||||||||||||||||||||||
Restricted Stock [Member] | Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,087,618 | |||||||||||||||||||||||
Weighted average price restricted stock | $ 5.27 | $ 5.27 | $ 5.27 | |||||||||||||||||||||
Share based compensation | $ 6,323,880 | |||||||||||||||||||||||
Share based compensation | $ 2,684,371 | |||||||||||||||||||||||
Restricted Stock [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares vested | 1,201,891 | |||||||||||||||||||||||
Restricted Stock [Member] | Core IR [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 15,000 | |||||||||||||||||||||||
Restricted Stock [Member] | Core IR [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Offering expenses | $ 42,300 | |||||||||||||||||||||||
Restricted Stock [Member] | Directors [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares vested | 15,115 | 15,115 | ||||||||||||||||||||||
Number of restricted stock units | 436,368 | |||||||||||||||||||||||
Restricted Stock [Member] | Directors [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of restricted stock units | 172,000 | |||||||||||||||||||||||
Offering price | $ 7.66 | $ 7.66 | ||||||||||||||||||||||
Restricted Stock [Member] | Director [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of restricted stock units | 172,000 | |||||||||||||||||||||||
Offering price | $ 7.66 | $ 7.66 | ||||||||||||||||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares vested | 434,166 | |||||||||||||||||||||||
Series H-3 Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 2,800 | 2,800 | ||||||||||||||||||||||
Conversion price per share | $ 165.60 | $ 165.60 | ||||||||||||||||||||||
Warrant exercise price | $ 165.60 | $ 165.60 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Warrants outstanding | 2,800 | 2,800 | ||||||||||||||||||||||
AYRO Seed Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 461,647 | 461,647 | ||||||||||||||||||||||
Warrant exercise price | $ 7.33 | $ 7.33 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||
Warrants outstanding | 448,005 | 448,005 | ||||||||||||||||||||||
[custom:WarrantExpense-0] | $ 36,760 | $ 0 | $ 36,760 | $ 0 | $ 36,760 | |||||||||||||||||||
Series I Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 14,636 | 14,636 | ||||||||||||||||||||||
Warrant exercise price | $ 69 | $ 69 | ||||||||||||||||||||||
Warrants outstanding | 14,636 | 14,636 | ||||||||||||||||||||||
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. During the year ended December 31, 2021, all 14,636 Series I Warrants expired | |||||||||||||||||||||||
Warrant weighted average exercise price | $ 138 | $ 138 | ||||||||||||||||||||||
Series H-4 Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | $ 15.60 | $ 15.60 | ||||||||||||||||||||||
Warrants outstanding | 37,453 | 37,453 | ||||||||||||||||||||||
Anti-dilution price protection price per share | $ 15.60 | $ 15.60 | ||||||||||||||||||||||
Series J Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 52,023 | 52,023 | ||||||||||||||||||||||
Warrant exercise price | $ 30 | $ 30 | ||||||||||||||||||||||
Warrants outstanding | 52,023 | 52,023 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||
Exceeds warrant price per share | $ 45 | $ 45 | ||||||||||||||||||||||
Series H-5 Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||
Warrants outstanding | 348,476 | 348,476 | ||||||||||||||||||||||
Warrants description | 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 | |||||||||||||||||||||||
Deemed dividend | $ 432,727 | |||||||||||||||||||||||
Fair value of warrants | 967,143 | |||||||||||||||||||||||
Fair value of modification of orinigal award | $ 534,416 | |||||||||||||||||||||||
Expected volatility | 89.96% | |||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||
Risk-free interest rate | 0.24% | |||||||||||||||||||||||
Series I, H-1, H-3, H-4, J and H-5 [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant expiration description | Warrants expire through the years 2022-2024 | |||||||||||||||||||||||
June Finder Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 27,273 | |||||||||||||||||||||||
Warrant exercise price | $ 2.75 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
Warrants outstanding | 27,273 | 27,273 | ||||||||||||||||||||||
June Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 126,000 | 126,000 | 126,000 | |||||||||||||||||||||
Warrant exercise price | $ 2.875 | |||||||||||||||||||||||
July 8 Finder Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 71,770 | 71,770 | 71,770 | |||||||||||||||||||||
Warrant exercise price | $ 5.225 | |||||||||||||||||||||||
July 8 Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 147,368 | 147,368 | 147,368 | |||||||||||||||||||||
Warrant exercise price | $ 5.4625 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
July 22 Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 129,500 | 129,500 | 129,500 | |||||||||||||||||||||
Warrant exercise price | $ 5.750 | |||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
September Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 31,348 | 31,348 | 31,348 | |||||||||||||||||||||
Share based compensation | $ 66,845 | |||||||||||||||||||||||
Warrant exercise price | $ 3.19 | |||||||||||||||||||||||
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] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 56,256 | |||||||||||||||||||||||
Warrant exercise price | $ 6.6660 | |||||||||||||||||||||||
November Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 57,756 | |||||||||||||||||||||||
Warrant exercise price | $ 6.9690 | |||||||||||||||||||||||
Warrants description | The November Finder Warrants and November Placement Agent Warrants terminate after a period of 5 years on November 22, 2025 | |||||||||||||||||||||||
February Finder Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 15,574 | 51,459 | 51,459 | |||||||||||||||||||||
Warrant exercise price | $ 10.925 | |||||||||||||||||||||||
February Placement Agent Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 255,584 | 255,584 | 255,584 | |||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||
Series H-6 Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Conversion of stock shares issued | 225,590 | |||||||||||||||||||||||
Conversion of stock shares | 7,833 | |||||||||||||||||||||||
Series H-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Preferred stock stated value | $ 138 | $ 138 | ||||||||||||||||||||||
Aggregate issued and outstanding shares percentage | 9.99% | 9.99% | ||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
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] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Preferred stock stated value | $ 72 | |||||||||||||||||||||||
Preferred stock, conversion price | $ 3.60 | $ 3.60 | ||||||||||||||||||||||
Aggregate issued and outstanding shares percentage | 9.99% | |||||||||||||||||||||||
Preferred stock, shares authorized | 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 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 5,074,645 | |||||||||||||||||||||||
Warrants to purchase common stock | 5,092,806 | 5,092,806 | 5,092,806 | |||||||||||||||||||||
Cash proceeds | $ 3,926,818 | |||||||||||||||||||||||
Shares issued during conversion, shares | 2,007,193 | |||||||||||||||||||||||
Shares issued during conversion | $ 201 | |||||||||||||||||||||||
Shares issued for exercised stock options | $ 55 | |||||||||||||||||||||||
Shares issued for exercised stock options, shares | 555,004 | 6,817 | ||||||||||||||||||||||
Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 43,000 | 43,000 | ||||||||||||||||||||||
Common Stock [Member] | February Finder Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 35,885 | |||||||||||||||||||||||
Warrant exercise price | $ 10.45 | |||||||||||||||||||||||
Common Stock [Member] | Series H-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Conversion of stock shares issued | 795 | |||||||||||||||||||||||
AYRO Seed Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 2,007,193 | |||||||||||||||||||||||
Shares issued during conversion, shares | 7,360,985 | |||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Conversion of stock shares issued | 2,007,193 | |||||||||||||||||||||||
Conversion of stock shares | 7,360,985 | |||||||||||||||||||||||
Preferred stock, shares authorized | 8,472,500 | 8,472,500 | 8,472,500 | 8,472,500 | 8,472,500 | |||||||||||||||||||
Preferred Stock [Member] | Series H-3 Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Conversion of stock shares | 955 | |||||||||||||||||||||||
Preferred Stock [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued for exercised stock options | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 4,400,001 | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 41,800,008 | $ 20,000,004 | $ 1,512,500 | |||||||||||||||||||||
Offering expenses | $ 3,394,054 | $ 1,648,608 | ||||||||||||||||||||||
Warrants to purchase common stock | 233,334 | 3,566,668 | 3,566,668 | |||||||||||||||||||||
Shares issued for exercised stock options | $ 100,000 | $ 1,506,999 | ||||||||||||||||||||||
Shares issued for exercised stock options, shares | 555,004 | |||||||||||||||||||||||
Warrant exercise price | $ 6.93 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | January 2021 Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 3,333,334 | |||||||||||||||||||||||
Warrant exercise price | $ 6.93 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Warrants and Series B [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Value of common stock issued | $ 9,999,997 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,237,624 | |||||||||||||||||||||||
Warrant exercise price | $ 8.09 | |||||||||||||||||||||||
Warrant expiration date | May 24, 2021 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series B Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common stock | 825,084 | 825,084 | 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] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,650,164 | 420,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Offering price | $ 9.50 | $ 6 | $ 6.06 | $ 5 | 5 | 5 | $ 5 | |||||||||||||||||
Proceeds from sale of common stock | $ 2,100,000 | |||||||||||||||||||||||
Offering expenses | 168,000 | |||||||||||||||||||||||
Purchase of additional shares 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 | 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 3,300,001 shares, at an exercise price of $11.50 per share | 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 an offering price of $5.00 per share | |||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||||
Offering expenses | $ 847,619 | |||||||||||||||||||||||
Shares issued for exercised stock options | $ 6,817 | |||||||||||||||||||||||
Shares issued for exercised stock options, shares | 16,669 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued for exercised stock options, shares | 13,642 | |||||||||||||||||||||||
Stock Purchase Agreements [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,573,218 | |||||||||||||||||||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | |||||||||||||||||||||
Offering expenses | $ 609,010 | |||||||||||||||||||||||
Cash proceeds | $ 2,000,000 | |||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 3,300,001 | |||||||||||||||||||||||
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 | $ 4.75 | $ 2.50 | $ 5 | $ 5 | $ 5 | |||||||||||||||||||
Proceeds from sale of common stock | $ 9,250,000 | $ 15,000,000 | $ 5,500,000 | |||||||||||||||||||||
Offering expenses | $ 740,000 | $ 1,249,200 | $ 435,000 | |||||||||||||||||||||
Number of additional shares purchased | 302,500 | |||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Additional Shares [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Offering price | $ 11.50 | |||||||||||||||||||||||
Bridge Notes [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 553,330 | |||||||||||||||||||||||
Value of common stock issued | $ 600,000 | |||||||||||||||||||||||
Convertible Bridge Notes [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued during conversion, shares | 1,030,585 | |||||||||||||||||||||||
Shares issued during conversion | $ 1,000,000 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 7,556,282 | $ 1,827,008 |
Research and Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 73,447 | 65,433 |
Sales and Marketing [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 224,076 | 160,480 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 7,258,759 | $ 1,601,095 |
SCHEDULE OF STOCK-BASED COMPE_2
SCHEDULE OF STOCK-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - Common Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares outstanding | 1,920,269 | 996,645 |
Weighted Average Exercise Price Outstanding | $ 4.40 | $ 2.92 |
Weighted average remaining contractual life | 8 years 7 months 28 days | 5 years 8 months 23 days |
Number of Shares assumed as part of the merger | 61,440 | |
Weighted Average Exercise Price assumed as part of the merger | $ 46.95 | |
Number of Shares Granted | 896,269 | |
Weighted Average Exercise Price Granted | $ 3.06 | |
Number of Shares Excercised | (555,004) | (6,817) |
Weighted Average Exercise Price Excercised | $ (2.72) | $ (2.45) |
Number of Shares Forfeitures | (26,590) | (27,268) |
Weighted Average Exercise Price Forfeitures | $ (2.52) | $ (2.86) |
Number of Shares outstanding | 1,338,675 | 1,920,269 |
Weighted Average Exercise Price outstanding | $ 5.14 | $ 4.40 |
Weighted average remaining contractual life | 8 years 3 months 3 days |
SCHEDULE OF STOCK-BASED PAYMENT
SCHEDULE OF STOCK-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years |
Risk-free interest | 0.38% |
Expected volatility | 89.76% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total grant date fair value | $ 1.83 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total grant date fair value | $ 2.81 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Outstanding | 1,072,503 | |
Weighted Average Grant Price, Outstanding | $ 5.30 | |
Number of shares, Granted | 622,000 | 1,087,618 |
Weighted Average Grant Price, Granted | $ 3.91 | $ 5.27 |
Number of shares, Vested | (1,201,891) | (15,115) |
Weighted Average Grant Price, Vested | $ 5.71 | $ (3.17) |
Number of shares, Forfeited | (42,612) | |
Weighted Average Grant Price, Forfeited | $ 3.17 | |
Number of shares, Outstanding | 450,000 | 1,072,503 |
Weighted Average Grant Price, Outstanding | $ 2.48 | $ 5.30 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | Feb. 24, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 7,556,282 | $ 1,827,008 | ||||
Restricted stock shares vested but not issued | $ 329,380 | $ 42,300 | ||||
Common Stock, Shares Subscribed but Unissued | 43,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 89.76% | |||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 1,062,294 | |||||
Aggregate intrinsic value of stock options vested and exercisable | $ 0 | |||||
Compensation expense | 1,232,402 | $ 908,533 | ||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 637,576 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 1,158,891 | |||||
Restricted Stock [Member] | ThomasM Wittens Chlaeger [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 180,215 | |||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 936,877 | |||||
Number of restricted stock units | 450,000 | |||||
Share price | $ 2.48 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 110.00% | |||||
Restricted Stock [Member] | Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 15,115 | 15,115 | ||||
Compensation expense | $ 699,527 | $ 548,679 | ||||
Number of restricted stock units | 436,368 | |||||
Restricted stock vesting description | vest in December 2020, which was subsequently modified to vest in full in May 2021 | |||||
Restricted Stock [Member] | Keller Award [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 4,126,618 | 233,732 | ||||
Number of restricted stock units | 651,250 | |||||
Restricted stock vesting description | the following vesting schedule: one-third vested on May 28, 2021, one-third was to vest on December 4, 2021 and one-third was to vest on December 4, 2022 | |||||
Restricted stock shares vested but not issued | $ 434,166 | |||||
Share-based Payment Arrangement [Member] | Consulting Services [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant expenses | $ 0 | 103,764 | ||||
2020 Long Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved | 4,089,650 | |||||
Number of stock options available for grants | 1,498,740 | |||||
2014 Equity Incentive Plan [Member] | DropCar Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares reserved | 141,326 | |||||
Number of stock options available for grants | 61,440 | |||||
Number of stock options available for grants | 0 | |||||
2020 Long-Term Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 1,201,891 | |||||
2020 Long-Term Incentive Plan [Member] | Restricted Stock [Member] | Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 1,317,520 | $ 329,380 | ||||
Number of restricted stock units | 172,000 | |||||
Share price | $ 7.66 |
CONCENTRATIONS AND CREDIT RISK
CONCENTRATIONS AND CREDIT RISK (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 79.00% | 68.00% |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 87.00% | 74.00% |
Customer Two [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20.00% | 18.00% |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 14.00% |
Supplier One [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 62.00% | 54.00% |
Supplier Two [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 9.00% | 11.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Due to related parties | $ 15,000 | $ 15,000 | ||
Board Member [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Proceed from loan | $ 500,000 | |||
Number of common stock shares granted | 143,975 | 136,340 | ||
Term date of loan | Apr. 30, 2021 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expense | $ 462,105 | $ 229,457 |
Short-term lease expense | 8,296 | 87,848 |
Total lease cost | $ 470,401 | $ 317,305 |
SCHEDULE OF OPERATING LEASES RI
SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease – right-of-use asset | $ 1,012,884 | $ 1,098,819 |
Total lease assets | 1,012,884 | 1,098,819 |
Lease obligation – operating lease | 206,426 | 123,139 |
Lease obligation - operating lease, net of current portion | 859,543 | 1,002,794 |
Total lease liability | $ 1,065,969 | $ 1,125,933 |
SCHEDULE OF WEIGHTED-AVERAGE RE
SCHEDULE OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE (Details) | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term (in years) - operating lease | 5 years 3 months |
Weighted average discount rate - operating lease | 10.41% |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows for operating leases | $ 180,404 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 120,440 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 306,691 | |
2023 | 247,533 | |
2024 | 254,277 | |
2025 | 261,223 | |
2026 and thereafter | 313,307 | |
Total minimum lease payments | 1,383,031 | |
Less effects of discounting | (317,062) | |
Present value of future minimum lease payments | $ 1,065,969 | $ 1,125,933 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 25, 2020 | Jan. 02, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Lease remaining term | 5 years 3 months | ||||
Lease liabilities | $ 1,065,969 | $ 1,125,933 | |||
Stock-based compensation | 7,556,282 | 1,827,008 | |||
Cost of goods and services sold | 4,774,784 | 1,770,552 | |||
Other accrued liabilities, current | 476,280 | ||||
Karma Automotive, LLC [Member] | First Production Level Builds [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Settlement of multiple employment disputes | 641,140 | ||||
Reduce of prepaid litigation expense | 468,480 | ||||
Cost of goods and services sold | 73,333 | ||||
DropCar Operating, Inc. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Settlement of multiple employment disputes | $ 232,000 | ||||
Remaning accounts payable and accrued liabilities | 3,500 | $ 3,500 | |||
Legal fees | 45,000 | ||||
Loss contingency damages awarded value | 45,000 | ||||
Other liabilities | $ 186,000 | ||||
New Lease Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Incremental borrowing rate for the lease | 10.41% | ||||
Lease remaining term | 5 years 3 months | 6 months | |||
Lease liabilities | $ 180,404 | $ 87,747 | |||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contract term | 12 months | ||||
Stock-based compensation | $ 1,160,800 | ||||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | Advisor [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payment of amount | 66,845 | ||||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | First Production Level Builds [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payment of amount | 440,000 | ||||
Master Manufacturing Services Agreement [Member] | Karma Automotive, LLC [Member] | Setup Costs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payment of amount | $ 80,000 | ||||
Supply Chain Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Prepaid expense | 1,469,743 | 976,512 | |||
Accrued liabilities | $ 867,727 | $ 44,592 | |||
Expansion Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Lease term | 16 months | ||||
Lease obligations | $ 131,408 |
SCHEDULE OF RECONCILIATION STAT
SCHEDULE OF RECONCILIATION STATUTORY FEDERAL INCOME TAX RATE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory U.S. federal rate | $ (6,946,677) | $ (2,260,323) |
Permanent differences - equity based compensation | 310,384 | (101,870) |
Permanent difference - non-deductible compensation | 765,339 | |
Income tax benefit attributable to U.S. states | (965,708) | (379,115) |
Basis adjustments | 70,544 | |
Change in valuation allowance | 6,766,118 | 2,741,308 |
Total income tax expense |
SCHEDULE OF DEFERRED TAX (Detai
SCHEDULE OF DEFERRED TAX (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 11,733,274 | $ 4,346,179 |
Intangible assets | 85,758 | 65,759 |
Equity based compensation | 569,350 | 1,435,982 |
Warrants | 156,851 | |
Accrued compensation | 33,147 | |
Property and equipment | 73,646 | 108,918 |
Lease liability | 260,674 | 275,339 |
Other | 93,268 | 28,686 |
Deferred tax assets | 13,005,968 | 6,260,863 |
ROU asset | (247,695) | (268,708) |
Deferred tax liabilities | (247,695) | (268,708) |
Valuation allowance | 12,758,273 | 5,992,155 |
Net deferred tax asset/(liability) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, operating loss carryforward | $ 11,733,274 | $ 4,346,179 |
Operating loss carryforwards maturity date | 20-year carry forward, with a portion beginning to expire in 2036 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, operating loss carryforward | $ 48,152,539 | 17,840,842 |
Operating loss carryforwards | 995,801 | |
Operating loss indefinite carryforwards | 47,156,738 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, operating loss carryforward | $ 34,824,332 | $ 12,757,935 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jan. 14, 2022USD ($) |
Smith Severance Agreement [Member] | Smith [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, periodic payment | $ 237,500 |
GROH General Release Agreement [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, periodic payment | 237,500 |
Perley Agreement [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, periodic payment | $ 237,500 |