Ayro (AYRO) 10-K 30 Mar 20 2019 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 25, 2020	Jun. 30, 2019
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	DropCar, Inc.
Entity Central Index Key	0001086745
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Common Stock, Shares Outstanding		4,551,882
Entity Public Float			$ 4,036,002
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Entity File Number	001-34643

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 4,259,091	$ 3,887,910
Prepaid expenses and other current assets	181,805	220,845
Current assets held for sale	375,186	818,963
Total current assets	4,816,082	4,927,718
Noncurrent assets held for sale	441,395	702,438
TOTAL ASSETS	5,257,477	5,630,156
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,348,356	1,305,071
Current liabilities held for sale	1,040,776	1,286,689
TOTAL LIABILITIES	2,389,132	2,591,760
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized, 4,061,882 and 1,633,394 issued and outstanding as of December 31, 2019 and 2018, respectively	406	163
Additional paid in capital	37,581,914	32,791,951
Accumulated deficit	(34,713,979)	(29,753,721)
TOTAL STOCKHOLDERS' EQUITY	2,868,345	3,038,396
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	5,257,477	5,630,156
Series Seed Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	0	0
Series A Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	0	0
Series H Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	8	0
Series H-1 Preferred Stock
STOCKHOLDERS' EQUITY:
Preferred stock	0	0
Series H-2 Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	0	0
Series H-3 Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	2,189	3
Series H-4 Preferred
STOCKHOLDERS' EQUITY:
Preferred stock	26,619	163
Series H-5 Preferred Stock
STOCKHOLDERS' EQUITY:
Preferred stock	$ 34,722	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.0001	$ .0001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	100,000,000	25,000,000
Common stock, shares issued	4,061,882	4,061,882
Common stock, shares outstanding	1,633,394	1,633,394
Series Seed Preferred
Preferred stock, shares authorized	842,405	275,691
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Preferred
Preferred stock, shares authorized	1,963,877	642,728
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series H Preferred
Preferred stock, shares authorized	8,500	8,500
Preferred stock, shares issued	0	8
Preferred stock, shares outstanding	0	8
Series H-1 Preferred Stock
Preferred stock, shares authorized	9,488	9,488
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series H-2 Preferred
Preferred stock, shares authorized	3,500	3,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series H-3 Preferred
Preferred stock, shares authorized	8,461	8,461
Preferred stock, shares issued	2,189	2,189
Preferred stock, shares outstanding	2,189	2,189
Series H-4 Preferred
Preferred stock, shares authorized	30,000	30,000
Preferred stock, shares issued	5,028	26,619
Preferred stock, shares outstanding	26,619	26,619
Series H-5 Preferred Stock
Preferred stock, shares authorized	50,000	50,000
Preferred stock, shares issued	34,722	34,722
Preferred stock, shares outstanding	34,722	34,722

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
OPERATING EXPENSES
General and administrative expenses	$ 2,477,160	$ 2,230,634
TOTAL OPERATING EXPENSES	2,477,160	2,230,634
OPERATING LOSS	(2,477,160)	(2,230,634)
Interest expense	0	(672,144)
LOSS FROM CONTINUING OPERATIONS	(2,477,160)	(2,902,778)
DISCONTINUED OPERATIONS
Loss from operations of discontinued components, net of taxes	(2,425,223)	(11,676,667)
Loss on sale of component, net of taxes	0	(4,169,718)
LOSS ON DISCONTINUED OPERATIONS	(2,425,223)	(15,846,385)
NET LOSS	(4,902,383)	(18,749,163)
Deemed dividend on Series H-4 warrant and preferred stock modification	(57,875)	0
Deemed dividend on exchange of warrants	0	(1,399,661)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(4,960,258)	(20,148,824)
AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
Loss from continuing operations	(2,535,035)	(4,302,439)
Loss from discontinued operations	(2,425,223)	(15,846,385)
NET LOSS	$ (4,960,258)	$ (20,148,824)
LOSS PER SHARE FROM CONTINUING OPERATIONS:
Continuing operations	$ (0.72)	$ (3.18)
Discontinued operations	(0.72)	(3.18)
LOSS PER SHARE FROM DISCONTINUED OPERATIONS:
Basic	(0.68)	(11.71)
Diluted	(0.68)	(11.71)
NET LOSS PER SHARE:
Basic	(1.40)	(14.89)
Diluted	$ (1.40)	$ (14.89)
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	3,541,511	1,352,826
Diluted	3,541,511	1,352,826

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Series Seed Preferred	Series A Preferred	Series H Preferred	Series H-3 Preferred	Series H-4 Preferred	Series H-5	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Beginning balance, shares at Dec. 31, 2017	275,691	611,944	0	0	0		374,285
Beginning balance, amount at Dec. 31, 2017	$ 27	$ 61	$ 0	$ 0	$ 0		$ 37	$ 5,115,158	$ (9,604,897)	$ (4,489,614)
Issuance of common stock for cash, shares							10,057
Issuance of common stock for cash, amount							$ 1	299,999		300,000
Conversion of debt into common stock, shares							136,785
Conversion of debt into common stock, amount							$ 14	3,682,488		3,682,502
Conversion of accrued interest into common stock, shares							4,518
Conversion of accrued interest into common stock, amount								159,584		159,584
Interest on lock-up shares in relation to convertible debt, shares							85,571
Interest on lock-up shares in relation to convertible debt, amount							$ 9	672,135		672,144
Exchange of shares in connection with Merger, shares							490,422
Exchange of shares in connection with Merger, amount							$ 49	9,792,139		9,792,188
Conversion of outstanding Preferred Stock in connection with merger, shares	(275,691)	(611,944)					147,939
Conversion of outstanding Preferred Stock in connection with merger, amount	$ (27)	$ (61)					$ 15	73
Issuance of Series H-3 preferred stock in connection with merger, shares			8	2,189
Issuance of Series H-4 preferred stock and warrants in private placement, net of costs, shares					26,843
Issuance of Series H-4 preferred stock and warrants in private placement, net of costs, amount					$ 3			5,898,336		5,898,339
Issuance of common shares in connection with exercise of H-4 warrants, shares							260,116
Issuance of common shares in connection with exercise of H-4 warrants, amount							$ 26	936,397		936,423
Issuance of Pre-Funded Series K Warrants net of costs of $15,000, amount								968,329		968,329
Stock based compensation for options issued to employees								434,555		434,555
Stock based compensation for restricted stock units issued to employees								2,954,124		2,954,124
Stock based compensation for common stock issued to service providers, shares							60,262
Stock based compensation for common stock issued to service providers, amount							$ 6	478,979		478,985
Common stock reserved and retired for excess tax benefits from stock based compensation, amount										0
Deemed dividend on exchange of merger warrants to Series I warrants and common stock, shares							48,786
Deemed dividend on exchange of merger warrants to Series I warrants and common stock, amount							$ 5	316,856		(316,861)
Deemed dividend on modification of H-4 Warrants and issuance of Series J Warrants								1,019,040	(1,019,040)
Deemed dividend on modification of H-4 Warrants								63,760	(63,760)
Conversion of preferred stock into common stock, shares					(224)		14,653
Conversion of preferred stock into common stock, amount							$ 1	(1)
Net loss									(18,749,163)	(18,749,163)
Ending balance, shares at Dec. 31, 2018	0	0	8	2,189	26,619		1,633,394
Ending balance, amount at Dec. 31, 2018	$ 0	$ 0	$ 0	$ 0	$ 3		$ 163	32,791,951	(29,753,721)	3,038,396
Issuance of Series A Preferred stock for services, shares							116,666
Issuance of Series A Preferred stock for services, amount							$ 222,200
Issuance of common stock for cash, shares							478,469
Issuance of common stock for cash, amount							$ 48	1,984,953		1,985,001
Exercise of warrants, shares							277,778
Exercise of warrants, amount							$ 28	16,639		16,667
Issuance of common shares in connection with exercise of H-4 warrants, shares					(21,591)		1,412,420
Issuance of common shares in connection with exercise of H-4 warrants, amount					$ (2)		$ 141	(139)		0
Stock based compensation for options issued to employees								86,811		86,811
Stock based compensation for restricted stock units issued to employees								289,842		289,842
Stock based compensation for common stock issued to service providers, shares							116,666
Stock based compensation for common stock issued to service providers, amount							$ 12	222,188		222,200
Stock based compensation for restricted stock issued to the board of directors, amount								25,000		25,000
Issuance of common stock upon vesting of restricted stock units, shares							276,290
Issuance of common stock upon vesting of restricted stock units, amount							$ 27	(27)		0
Common stock reserved and retired for excess tax benefits from stock based compensation, shares							(133,135)
Common stock reserved and retired for excess tax benefits from stock based compensation, amount							$ (13)	(193,176)		(193,189)
Issuance of Series H-5 preferred stock and warrants in private placement net of cost, shares						34,722
Issuance of Series H-5 preferred stock and warrants in private placement net of cost, amount						$ 3		2,299,997		2,300,000
Deemed dividend on modification of H-4 Warrants								57,875	(57,875)
Net loss									(4,902,383)	(4,902,383)
Ending balance, shares at Dec. 31, 2019	0	0	8	2,189	5,028	34,722	4,061,882
Ending balance, amount at Dec. 31, 2019	$ 0	$ 0	$ 0	$ 0	$ 1	$ 3	$ 406	$ 37,581,914	$ (34,713,979)	$ 2,868,345

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,902,383)	$ (18,749,163)
Loss from discontinued operations	2,425,223	15,846,385
Loss from continuing operations	(2,477,160)	(2,902,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	280,275	82,436
Non-cash interest expense	0	672,144
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	39,040	(220,845)
Accounts payable and accrued expenses	48,009	1,305,071
NET CASH USED IN OPERATING ACTIVITIES - CONTINUING OPERATIONS	(2,109,836)	(1,063,972)
NET CASH USED IN OPERATING ACTIVITIES - DISCONTINUED OPERATIONS	(1,485,004)	(9,502,946)
NET CASH USED IN OPERATING ACTIVITIES	(3,594,840)	(10,566,918)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received upon acquisition	0	4,947,023
Proceeds from sale of component, net of cash relinquished	0	1,995,634
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES - CONTINUING OPERATIONS	0	6,942,657
NET CASH USED IN INVESTING ACTIVITIES - DISCONTINUED OPERATIONS	(142,458)	(497,102)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(142,458)	6,445,555
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock	2,000,001	300,000
Financing fees in connection with the sale of common stock	(15,000)	0
Common stock reserved and retired in connection with excess tax benefits paid	(193,189)	0
Proceeds from the sale of Series H-5 preferred stock and warrants	2,500,000	0
Financing fees in connection with the sale of Series H-5 preferred stock and warrants	(200,000)	0
Proceeds from the sale of Series H-4 preferred stock and warrants	0	6,000,000
Financing costs from the sale of Series H-4 preferred stock and warrants	0	(101,661)
Proceeds from issuance of common stock in connection with exercise of H-4 warrants	16,667	936,423
Proceeds from the sale of Series K Warrants	0	983,333
Financing costs from the sale of Series K warrants	0	(15,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES - CONTINUING OPERATIONS	4,108,479	8,103,095
NET CASH USED IN FINANCING ACTIVITIES - DISCONTINUED OPERATIONS	0	(50,263)
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,108,479	8,052,832
Net increase in cash, including cash classified within current assets held for sale	371,181	3,931,469
Less: Net increase in cash classified within current assets held for sale	0	(43,559)
Net increase in cash	371,181	3,887,910
Cash, beginning of period	3,887,910	0
Cash, end of period	4,259,091	3,887,910
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	0	0
Cash paid for taxes	0	0
Issuance of common stock for accrued stock based compensation	4,724	0
Assets acquired under operating leases included in assets held for sale	23,040	0
NON-CASH FINANCING ACTIVITIES:
Stock issued to WPCS Shareholder in the merger net of cash received of $4,947,023	0	4,845,200
Series H-4 offering cost paid in H-4 shares and warrants	0	568,648
Stock issued for convertible note payable	0	3,682,502
Stock issued for accrued interest on convertible note payable	0	159,584
Deemed dividends on warrant issuances	0	1,399,656
Deemed dividends on Series H-4 warrant and preferred stock modification	$ 57,875	$ 0

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Statement of Cash Flows [Abstract]
Cash acquired from acquisition	$ 0	$ 4,947,023

The Company

The Company	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	DropCar Operating Business The Company is a provider of automotive vehicle support, fleet logistics, and concierge services for both consumers and the automotive industry. Its cloud-based Enterprise Vehicle Assistance and Logistics (“VAL”) platform and mobile application (“app”) assists consumers and automotive-related companies to reduce the costs, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. In July 2018, the Company launched its Mobility Cloud platform which provides automotive-related businesses with a 100% self-serve SaaS version of its VAL platform to manage their own operations and drivers, as well as customer relationship management (“CRM”) tools that enable their clients to schedule and track their vehicles for service pickup and delivery. The Company’s Mobility Cloud also provides access to private application programming interfaces (“APIs”) which automotive-businesses can use to integrate the Company’s logistics and field support directly into their own applications and processes natively, to create more seamless client experiences. The Company earned de minimis revenues from Mobility Cloud in 2019. The Company did not earn any revenues from Mobility Cloud in 2018. On the enterprise side, original equipment manufacturers (“OEMs”), dealers, and other service providers in the automotive space are increasingly being challenged with consumers who have limited time to bring in their vehicles for maintenance and service, making it difficult to retain valuable post-sale service contracts or scheduled consumer maintenance and service appointments. Additionally, many of the vehicle support centers for automotive providers (i.e., dealerships, including body work and diagnostic shops) have moved out of urban areas thus making it more challenging for OEMs and dealers in urban areas to provide convenient and efficient service for their consumer and business clientele. Similarly, shared mobility providers and other fleet managers, such as rental car companies and car share programs, face a similar urban mobility challenge: getting cars to and from service bays, rebalancing vehicle availability to meet demand in fleeting and de- fleeting vehicles to and from dealer lots, auction sites and to other locations. In July 2018, the Company began assessing demand for a Self-Park Spaces monthly parking plan whereby consumers could designate specific garages for their vehicles to be stored at a base monthly rate, with personal 24/7 access for picking up and returning their vehicle directly, and the option to pay a la carte on a per hour basis for a driver to perform functions such as picking up and returning their vehicle to their front door. This model aligns more directly with how the Company has structured the enterprise Business-to-Business (“B2B”) side of its business, where an interaction with a vehicle on behalf of its drivers typically generates new revenue. The Company consumer Self-Park Spaces plan combined with its on-demand hourly valet service are the only consumer plans offered from September 1, 2018 onwards. Subscriber plans prior to this date continued to receive service on a prorated basis through the end of August 2018. Additionally, the Company is scaling back its DropCar 360 Services on Demand Service (“360 Services”) for the Consumer portion of the market. As a result of this shift, in August 2018, the Company began to significantly streamline its field teams, operations and back office support tied to its pre-September 1, 2018 consumer subscription plans. The scaling back of these services and the discontinuation of the Company’s monthly parking with front door valet (“Steve”) service resulted in a decrease in revenue. To date, the Company operates primarily in the New York metropolitan area. In May, June, and August 2018, the Company expanded operations with its B2B business in San Francisco, Washington DC, and Los Angeles, respectively. These three new market expansions are with an OEM customer. Merger and Exchange Ratio - WPCS On January 30, 2018, DC Acquisition Corporation (“Merger Sub”), a wholly-owned subsidiary of WPCS International Incorporated (“WPCS”), completed its merger with and into DropCar, Inc. (“Private DropCar”), with Private DropCar surviving as a wholly owned subsidiary of WPCS. This transaction is referred to as the “WPCS Merger.” The WPCS Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization (the “WPCS Merger Agreement”), dated September 6, 2017, by and among WPCS, Private DropCar and Merger Sub. As a result of the WPCS Merger, each outstanding share of Private DropCar share capital (including shares of Private DropCar share capital issued upon the conversion of outstanding convertible debt) automatically converted into the right to receive approximately 0.3273 shares of WPCS’s common stock, par value $0.0001 per share (the “Exchange Ratio”). Following the closing of the WPCS Merger, holders of WPCS’s common stock immediately prior to the WPCS Merger owned approximately 22.9% on a fully diluted basis, and holders of Private DropCar common stock immediately prior to the WPCS Merger owned approximately 77.1% on a fully diluted basis, of WPCS’s common stock. The WPCS Merger has been accounted for as a reverse acquisition under the acquisition method of accounting where Private DropCar is considered the accounting acquirer and WPCS is the acquired company for financial reporting purposes. Private DropCar was determined to be the accounting acquirer based on the terms of the WPCS Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management, which was deemed to have control. The pre-acquisition financial statements of Private DropCar became the historical financial statements of WPCS following the WPCS Merger. The historical financial statements, outstanding shares and all other historical share information have been adjusted by multiplying the respective share amount by the Exchange Ratio as if the Exchange Ratio had been in effect for all periods presented. Immediately following the WPCS Merger, the combined company changed its name from WPCS International Incorporation to DropCar, Inc. The combined company following the WPCS Merger may be referred to herein as “the combined company,” “DropCar,” or the “Company.” Merger with AYRO On December 19, 2019, DropCar, ABC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of DropCar (“ABC Merger Sub”), and Ayro, Inc., a Delaware corporation (“AYRO”), entered into an Agreement and Plan of Merger and Reorganization (the “AYRO Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the AYRO Merger Agreement, Merger Sub will merge with and into AYRO, with AYRO continuing as a wholly owned subsidiary of DropCar and the surviving corporation of the merger (the “AYRO Merger”). Subject to the terms and conditions of the AYRO Merger Agreement, at the closing of the AYRO Merger, (a) each outstanding share of AYRO common stock and AYRO preferred stock will be converted into the right to receive shares of DropCar common stock (the “DropCar Common Stock”) (after giving effect to a reverse stock split of DropCar Common Stock, as described below) equal to the exchange ratio described below; and (b) each outstanding AYRO stock option and AYRO warrant that has not previously been exercised prior to the closing of the AYRO Merger will be assumed by DropCar. Under the exchange ratio formula in the AYRO Merger Agreement, upon the closing of the AYRO Merger, on a pro forma basis and based upon the number of shares of DropCar common stock to be issued in the AYRO Merger, current DropCar shareholders (along with DropCar’s financial advisor) will own approximately 20% of the combined company and current AYRO investors will own approximately 80% of the combined company (including the additional financing transaction referenced below). For purposes of calculating the exchange ratio, the number of outstanding shares of DropCar common stock immediately prior to the Merger does not take into effect the dilutive effect of shares of DropCar common stock underlying options, warrants or certain classes of preferred stock outstanding as of the date of the AYRO Merger Agreement. If the AYRO merger is completed, holders of outstanding shares of AYRO common stock and preferred stock (collectively referred to herein as the AYRO equity holders) will be entitled to receive shares of DropCar common stock at an agreed upon exchange ratio per share of AYRO common stock they hold or into which their shares of preferred stock convert (the “AYRO Exchange Ratio”). Upon completion of the AYRO merger and the transactions contemplated in the AYRO Merger Agreement and assuming the exercise of the Pre-funded Warrants, (i) AYRO equity holders (including the investors in the bridge financing, the AYRO private placements, and the nominal stock subscription and a consultant to AYRO) will own the majority of the outstanding equity of DropCar. Immediately following the AYRO merger, subject to the approval of the current DropCar stockholders, it is anticipated that the combined company will effect a reverse stock split with respect to its issued and outstanding common stock. The reverse stock split will increase DropCar’s stock price to at least $5.00 per share. Prior to the execution and delivery of the AYRO Merger Agreement, and as a condition of the willingness of the parties to enter into the AYRO Merger Agreement, certain stockholders have entered into agreements with AYRO pursuant to which such stockholders have agreed, subject to the terms and conditions of such agreements, to purchase, prior to the consummation of the AYRO Merger, shares of Ayro’s common stock (or common stock equivalents) and warrants to purchase Ayro's common stock for an aggregate purchase price of $2.0 million (the “AYRO Pre-Closing Financing”). The consummation of the transactions contemplated by such agreements is conditioned upon the satisfaction or waiver of the conditions set forth in the AYRO Merger Agreement. After consummation of the AYRO Merger, Ayro has agreed to cause DropCar to register the resale of the DropCar Common Stock issued and issuable pursuant to the warrants issued to the investors in the AYRO Pre-Closing Financing. Consummation of the AYRO Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of the Company and AYRO, the continued listing of the Company’s common stock on The Nasdaq Stock Market after the AYRO Merger and satisfaction of minimum net cash thresholds by the Company and AYRO. The impact of the Company’s appeal to The Nasdaq Stock Market as discussed below and COVID-19 could negatively affect our stock price. In accordance with the terms of the AYRO Merger Agreement, (i) certain executive officers, directors and stockholders of AYRO (solely in their respective capacities as AYRO stockholders) holding approximately 57% of the outstanding AYRO capital stock have entered into voting agreements with the Company to vote all of their shares of AYRO capital stock in favor of adoption of the AYRO Merger Agreement (the “AYRO Voting Agreements”) and (ii) certain executive officers, directors and stockholders of the Company (solely in their respective capacities as stockholders of the Company) holding approximately 10% of the Company’s outstanding common stock have entered into voting agreements with AYRO to vote all of their shares of the Company’s common stock in favor of approval of the AYRO Merger Agreement (the “DropCar Voting Agreements” and, together with the AYRO Voting Agreements, the “Voting Agreements”). The Voting Agreements include covenants with respect to the voting of such shares in favor of approving the transactions contemplated by the AYRO Merger Agreement and against any competing acquisition proposals. In addition, concurrently with the execution of the AYRO Merger Agreement, (i) certain executive officers, directors and stockholders of AYRO and (ii) certain directors of the Company have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they accepted certain restrictions on transfers of shares of the Company’s common stock for the one-year period following the closing of the AYRO Merger. The AYRO Merger Agreement contains certain termination rights for both DropCar and AYRO, and further provides that, upon termination of the AYRO Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $1,000,000, or in some circumstances reimburse the other party’s reasonable expenses. At the effective time of the AYRO Merger, the Board of Directors of DropCar is expected to consist of seven members, three of whom will be designated by AYRO, three of whom will be designated by DropCar and one of whom will be designated by the lead investor in the AYRO Pre-Closing Financing. The AYRO Merger Agreement contains certain provisions providing for the ability of AYRO to designate additional members upon the achievement of certain business milestones. Discontinued Operations – DropCar Operating On December 19, 2019 and concurrently upon entering in the AYRO Merger Agreement, the Company entered into an asset purchase agreement (“Asset Purchase Agreement”) by and among Company, DropCar Operating Company, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“DropCar Operating”), and DC Partners Acquisition, LLC (the “Purchaser”), Spencer Richardson, our Co-Founder and Chief Executive Officer, and David Newman, our Co-Founder and Chief Business Development Officer, pursuant to which the Company agreed to sell substantially all of the assets associated with its DropCar Operating business of providing vehicle support, fleet logistics and concierge services. The aggregate purchase price for the purchased assets consists of the cancellation of certain liabilities pursuant to those certain employment agreements by and between DropCar Operating and each of Mr. Richardson and Mr. 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. The sale of DropCar Operating represented a strategic shift that has had a major effect on the Company’s operations, and therefore, was presented as discontinued operations in the consolidated statement of operations and consolidated statement of cash flows. Completion of the Asset Purchase Agreement is subject to certain conditions, including customary closing conditions relating to the (i) consummation of a Change in Control (as defined in the Asset Purchase Agreement), including the AYRO Merger and (ii) the receipt by DropCar of the affirmative vote of the holders of the majority of the shares of DropCar common stock entitled to vote on such matters with respect to the matters contemplated by the Asset Purchase Agreement. Discontinued Operations – Suisun City Operations On December 10, 2018, the Company signed a definitive agreement with a private corporation and completed the sale on December 24, 2018 of 100% of the Suisun City Operations, its wholly owned subsidiary, for a total cash consideration of $3.5 million. The sale of Suisun City Operations represented a strategic shift that has had a major effect on the Company’s operations, and therefore, was presented as discontinued operations in the consolidated statement of operations and consolidated statement of cash flows. Trading of Company’s stock The Company’s shares of common stock listed on The Nasdaq Capital Market, previously trading through the close of business on January 30, 2018 under the ticker symbol “WPCS,” commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the ticker symbol “DCAR” on January 31, 2018. On September 25, 2018, the Company received a notification letter from The Nasdaq Stock Market (the "Nasdaq") informing the Company that for the last 30 consecutive business days, the bid price of the Company’s securities had closed below $1.00 per share, which is the minimum required closing bid price for continued listing on The Nasdaq Capital Market pursuant to Listing Rule 5550(a)(2). In order to regain compliance, on March 8, 2019, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-six reverse stock split of its outstanding shares of common stock. On March 26, 2019, the Company received a notification letter from the Nasdaq informing it that it had regained compliance with Listing Rule 5550(a)(2). On August 19, 2019, the Company received a letter from the Listing Qualifications Department of the Nasdaq indicating that the Company no longer complies with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because the Company's stockholders' equity of $2,466,776, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, was below the required minimum of $2,500,000. In December 2019, the Company received notification it has regained compliance. On September 6, 2019, the Company received notification from Nasdaq stating that the Company did not comply with the minimum $1.00 bid price requirement for continued listing set forth in Listing Rule 5550(a)(2) (the “Listing Rule”). In accordance with Nasdaq listing rules, the Company was afforded 180 calendar days (until March 4, 2020) to regain compliance with the Listing Rule. On March 5, 2020, the Company received notification from the Listing Qualification Department of Nasdaq that it had not regained compliance with the Listing Rule. The notification indicated that the Company’s common stock will be delisted from the Nasdaq Capital Market unless it requested an appeal of this determination. On March 12, 2020, the Company requested a hearing to appeal the determination with the Nasdaq Hearings Panel (the “Panel”), which will postpone the delisting of the Company’s securities pending the Panel’s decision. The hearing is scheduled for April 16, 2020. The Company’s appeal to the Panel included a plan that sets forth a commitment to consider all available options to regain compliance with the Listing Rules, including the option to effectuate a reverse stock split upon receipt of stockholder approval, which the Company intend to seek in connection with the joint proxy statement and consent solicitation statement/prospectus filed with the Securities and Exchange Commission on February 14, 2020 in connection with the AYRO Merger, in order to bring the Company’s stock price over the $1.00 bid price requirement and to meet the $4.00 bid price initial listing requirement. However, there can be no assurance that the Company will be successful in regaining compliance with the Listing Rule. The Nasdaq notification has no effect at this time, or during the appeal period, on the listing of the Company’s common stock on the Nasdaq.

Liquidity and Going Concern

Liquidity and Going Concern	12 Months Ended
	Dec. 31, 2019
Liquidity And Going Concern
Liquidity and Going Concern	The Company has a limited operating history and the sales and income potential of its business and market are unproven. As of December 31, 2019, the Company has an accumulated deficit of $34.7 million and has experienced net losses each year since its inception. The Company anticipates that it will continue to incur net losses into the foreseeable future and will need to raise additional capital to continue. The Company’s cash is not sufficient to fund its operations through March 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date of the filing of this Form 10-K. Management’s plan includes raising funds from outside investors and consummating the AYRO Merger. However, there is no assurance that the AYRO Merger will be consummated or that outside funding will be available to the Company, or that outside funding will be obtained on favorable terms or will provide the Company with sufficient capital to meet its objectives. There have been recent outbreaks in several countries, including the United States, of the highly transmissible and pathogenic coronavirus. The outbreak of such communicable diseases could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of many countries, including the United States. An outbreak of communicable diseases, or the perception that such an outbreak could occur, and the measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation and Principles of Consolidation These consolidated financial statements of DropCar, Inc., a Delaware corporation, are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and include the accounts of its wholly-owned subsidiaries. All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired and disposed of are included in the consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. During the year ended December 31, 2018, the Company completed a reverse merger with WPCS International Incorporated, the parent company of WPCS International – Suisun City, Inc. (the “Suisun City Operations”), a wholly-owned subsidiary. Subsequently, the Company completed the sale of the wholly-owned Suisun City Operations and is reported in discontinued operations. Additionally, on December 19, 2019, the Company entered into an the Asset Purchase Agreement to sell the wholly-owned DropCar Operating component and is reported in discontinued operations. See Note 4 to the financial statements for further details. Acquisition Accounting The fair value of WPCS assets acquired and liabilities assumed was based upon management’s estimates assisted by an independent third-party valuation firm. As of December 31, 2018, the acquisition accounting was completed and there were no further adjustments to the assumptions. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and the trade name, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price allocation of million was as follows: Fair value of equity consideration, 506,423 common shares $ 9,792,000 Liability assumed: notes payable 158,000 Total purchase price consideration $ 9,950,000 Tangible assets Net working capital (1) $ 6,664,000 Deferred revenue (2,300,000 ) Property and equipment 376,000 Intangible assets (2) Customer contracts 1,200,000 Trade name 600,000 Goodwill 3,410,000 Total allocation of purchase price consideration $ 9,950,000 (1) Net working capital consisted of cash of $4,947,000; accounts receivable and contract assets of $3,934,000; other assets of $317,000; accounts payable and accrued liabilities of $2,534,000. (2) The useful lives related to the acquired were expected to be approximately 10 years. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of expenses during the reported period. Generally, matters subject to estimation and judgement include amounts related to accounts receivable realization, asset impairments, useful lives of property and equipment and capitalized software costs, deferred tax asset valuation allowances, and operating expense accruals. Actual results could differ from those estimates. Cash The Company considers all highly liquid investment with an original maturity of three months or less to be cash. At times, cash deposits may exceed FDIC-insured limits. At December 31, 2019 and 2018, the amount the Company had on deposit that exceeded the FDIC-insured limits was approximately $4.0 million. Accounts receivable Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. The Company determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and set up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At December 31, 2019 and 2018, the accounts receivable allowance was approximately $2,000 and included in current assets held for sale. Revenue Recognition The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as ASC 606: Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company’s influence, such as the judgment and actions of third parties. The Company’s contracts are generally designed to provide cash fees to the Company on a monthly basis or an agreed upfront rate based upon demand services. The Company’s performance obligation is satisfied over time as the service is provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing a continuous service to the customer. Contracts with minimum performance guarantees or price concessions include variable consideration and are subject to the revenue constraint. The Company uses an expected value method to estimate variable consideration for minimum performance guarantees and price concessions. Monthly Subscriptions The Company offers a selection of subscriptions and on-demand services which include parking, valet, and access to other services. The contract terms are on a month-to-month subscription contract with fixed monthly or contract term fees. These subscription services include a fixed number of round-trip deliveries of the customer’s vehicle to a designated location. The Company allocates the purchase price among the performance obligations which results in deferring revenue until the service is utilized or the service period has expired. On Demand Valet and Parking Services The Company offers to consumers certain on demand services through its mobile application. The customer is billed at an hourly rate upon completion of the services. Revenue is recognized when the Company had satisfied all performance obligations which is upon completion of the service. DropCar 360 Services on Demand Service The Company offers to consumers certain services upon request including vehicle inspection, maintenance, car washes or to fill up with gas. The customers are charged a fee in addition to the cost of the third-party services provided. Revenue is recognized on a gross basis when the Company had satisfied all performance obligations which is upon completion of the service. On Demand Business-To-Business The Company also has contracts with car dealerships, car share programs and others in the automotive industry transporting vehicles. Revenue is recognized at the point in time all performance obligations are satisfied which is when the Company provides the delivery service of the vehicles. Employee Stock-Based Compensation The Company recognizes all employee share-based compensation as an expense in the financial statements. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs is determined using the closing price of the Company’s common stock on the grant date. For service-based vesting grants, expense is recognized ratably over the requisite service period based on the number of options or shares. Stock-based compensation is reversed for forfeitures in the period of forfeiture. Property and Equipment The Company accounts for property and equipment at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets. The Company generally depreciates property and equipment over a period of three to seven years. Depreciation for property and equipment commences once they are ready for its intended use. Capitalized Software Costs related to website and internal-use software development are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 350-50 — Intangibles — Website Development Costs. Such software is primarily related to our websites and mobile apps, including support systems. We begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred prior to meeting these criteria are expensed as incurred and recorded within General and administrative expenses within the accompanying consolidated statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized. Capitalized costs are amortized over the estimated useful life of the enhancements, generally between two and three years. Impairment of Long-Lived Assets Long-lived assets are primarily comprised of intangible assets, property and equipment, and capitalized software costs. The Company evaluates its Long-Lived Assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments to long-lived assets for the years ended December 31, 2019 and 2018. Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets. Fair Value Measurement The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments with carrying values approximating fair value include cash, accounts receivable, other assets, convertible notes and accounts payable due to their short-term nature. Loss Per Share Basic loss per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted loss per share is computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by the Company with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding because their inclusion would have been antidilutive. As of December 31, 2019 2018 Common stock equivalents: Common stock options 380,396 302,773 Series A, H-1, H-3, H-4, H-5, I, J, K and Merger common stock purchase warrants 4,300,560 863,084 Series H, H-3, H-4, H-5 Convertible Preferred Stock 3,900,354 1,796,251 Restricted shares (unvested) - 244,643 Totals 8,581,310 3,206,751 Research and development costs, net 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, which is included in loss from operations from discontinued operations. Total research and development expenses included in loss from discontinued operations were $205,000 and $322,269 for the years ended December 31, 2019 and 2018, respectively. Adoption of New Accounting Standards In February 2016, the FASB issued Accounting Standards Codification (ASC) 842, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted all practical expedients and elected the following accounting policies related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components for equipment leases. ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and general and administrative expenses. Amortization expense for finance (capital) leases is recognized on a straight-line basis over the lease term and is included in cost of sales or general and administrative expenses, while interest expense for finance leases is recognized using the effective interest method. Adoption of this standard resulted in the recognition of operating lease right-of-use assets of approximately $23,000 (including a reclassification from prepaid expenses of a prepaid lease approximating $9,500) and corresponding lease liabilities of approximately $13,500 on the consolidated balance sheet as of January 1, 2019. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 7, Lease Agreements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share- based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The guidance was adopted effective January 1, 2019, and the adoption of this ASU did not have a material effect on its consolidated financial statements. Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

Discontinued Operations and Dis

Discontinued Operations and Disposition of Operating Segment	12 Months Ended
	Dec. 31, 2019
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Discontinued Operations and Disposition of Operating Segment	DropCar Operating On December 19, 2019, the Company entered into the Asset Purchase Agreement to sell substantially all of the assets associated with the DropCar Operating business. Operating results for the years ended December 31, 2019 and 2018 for the DropCar Operating business are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the balance sheet. A breakdown of the discontinued operations is presented as follows: Years Ended December 31, 2019 2018 SERVICE REVENUES $ 4,579,745 $ 6,077,667 COST OF REVENUE 4,172,320 7,863,673 GROSS PROFIT (LOSS) 407,425 (1,786,006 ) OPERATING EXPENSES Research and development 205,000 322,269 General and administrative 2,245,394 9,119,772 Depreciation and amortization 395,081 354,657 TOTAL OPERATING EXPENSES 2,845,475 9,796,698 OPERATING LOSS (2,438,050 ) (11,582,704 ) Other income, net 12,827 - Interest expense, net - (409,082 ) LOSS FROM DROPCAR DISCONTINUED OPERATIONS (2,425,223 ) (11,991,786 ) INCOME FROM SUISUN CITY DISCONTINUED OPERATIONS - 315,119 LOSS FROM OPERATIONS OF DISCONTINUED COMPONENTS (2,425,223 ) (11,676,667 ) LOSS ON SALE OF SUISUN CITY COMPONENT - (4,169,718 ) LOSS FROM DISCONTINUED OPERATIONS $ (2,425,223 ) $ (15,846,385 ) Assets and liabilities of discontinued operations held for sale included the following: December 31, 2019 2018 Cash $ 81,457 $ 415,569 Accounts receivable, net 210,671 295,626 Prepaid expenses and other current assets 83,058 107,768 Current assets held for sale $ 375,186 $ 818,963 Property and equipment, net $ 25,723 $ 39,821 Capitalized software costs, net 410,261 659,092 Operating lease right-of-use asset 1,886 - Other assets 3,525 3,525 Noncurrent assets held for sale $ 441,395 $ 702,438 Accounts payable and accrued expenses 737,862 1,033,489 Deferred revenue 302,914 253,200 Current liabilities held for sale $ 1,040,776 $ 1,286,689 Suisun City Operations On December 10, 2018, the Company signed a definitive agreement with a private corporation and completed the sale on December 24, 2018, of 100% of the corporate capital of Suisun City Operations, a wholly owned subsidiary of DropCar, Inc, for a total cash consideration of $3.5 million. The Company recognized the following loss on sale of component on the date of sale: Sales price $ 3,500,000 Commissions and various transaction costs (332,220 ) Net sales proceeds 3,167,780 Carrying amounts of assets, net of liabilities 7,337,498 * Loss on sale of Suisun City Operations $ (4,169,718 ) * The carrying amounts of assets included cash of $1,504,366; accounts receivable and contract asset of $4,177,568; prepaid expenses and other current assets of $57,486; property and equipment of $295,206; intangibles and goodwill of $5,048,247; carrying amounts of liabilities included accounts payable and accrued liabilities of $3,688,831 and loans of $56,544. The operations and cash flows of the Suisun City Operations were eliminated from ongoing operations following its sale. The operating results of the Suisun City Operations for the year ended December 31, 2018 were as follows: Revenues $ 13,730,252 Cost of revenues 10,836,754 Gross profit 2,893,498 Selling, general and administrative expenses 2,285,661 Depreciation and amortization 287,830 Total Operating Expenses 2,573,491 Interest expense, net 4,888 Net income from discontinued operations $ 315,119

Capitalized Software

Capitalized Software	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized Software	Capitalized software costs included in non-current assets held for sale consists of the following as of December 31, 2019 and 2018: As of December 31, 2019 2018 Software $ 1,467,008 $ 1,324,275 Accumulated amortization (1,056,747 ) (665,183 ) Total $ 410,261 $ 659,092 Amortization expense for the years ended December 31, 2019 and 2018, was $391,564 and $350,385, respectively and included in loss from discontinued operations.

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Convertible Notes Payable	During the year ended December 31, 2017, the Company issued convertible notes totaling $4,840,000 and warrants to acquire 146,358 shares of common stock at an exercise price of $59.04 per share in connection with the convertible notes (the “Notes”). The Notes all had a maturity date of one year from the date of issuance, and accrued interest at a rate of 6% per annum, compounded annually. The Notes were convertible at $35.40 per share and, including accrued interest, were converted into 141,303 shares of common stock in connection with the Merger. In connection with the Merger, the holders of the Notes entered into lock-up agreements pursuant to which they have agreed not to sell the 85,573 shares of common stock received in the Merger. The length of the lock-up period is up to 120 days. For the year ended December 31, 2018, the Company recorded $672,144 as interest expense in relation to the lock-up agreements in the accompanying consolidated statement of operations. At December 31, 2018, the aggregate carrying value of the Notes was $0. The Notes were fully converted during the year ended December 31, 2018.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Lease Agreements The Company leases office space in New York City and Buenos Aires, Argentina on a month-to-month basis, with a condition of a 60-day notice to terminate. For the years ended December 31, 2019 and 2018, rent expense for the Company’s New York City and Buenos Aires offices was approximately $58,000 and $158,000, respectively, and included in loss from discontinued operations. 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. In February 2018, the Company was served an Amended Summons and Complaint in the Supreme Court of the City of New York, Bronx county originally served solely on an individual, the Company’s former customer, for injuries sustained by plaintiffs alleging such injuries were caused by either the customer, the Company’s valet operating the customer’s vehicle or an unknown driver operating customer’s vehicle. The Company to date has cooperated with the NYC Police Department and no charges have been brought against any of its employees. The Company has referred the matter to its insurance carrier. As of June 12, 2019, this case was settled by the insurance carrier. Other As of January 1, 2018, the Company had accrued approximately $96,000 for the settlement of multiple employment disputes. During the year ended December 31, 2018, approximately $70,000 of this amount was settled upon payment. An additional $207,000 was expensed as loss from operations of discontinued components and accrued as accounts payable and accrued expenses for settlements during the year ended December 31, 2018. As of December 31, 2018, approximately $232,000 remained accrued as accounts payable and accrued expenses for the settlement of employment disputes. During the year ended December 31, 2019, approximately $186,000 of this amount was settled upon payment. For the year ended December 31, 2019 $108,000 was expensed as loss from operations of discontinued components and accrued as accounts payable and accrued expenses for settlements and $20,000 was recorded as a reduction in loss from operations of discontinued components for the reversal of previously accrued settlements. As of December 31, 2019, approximately $134,000 remains accrued as accounts payable and accrued expenses for the settlement of employment disputes. As of December 31, 2019 and 2018, the Company has entered into multiple settlement agreements with former employees for which it has agreed to make monthly settlement payments which were paid during the year ended December 31, 2019. On March 23, 2018, DropCar was made aware of an audit being conducted by the New York State Department of Labor (“DOL”) regarding a claim filed by an employee. The DOL is investigating whether DropCar properly paid overtime for which DropCar has raised several defenses. In addition, the DOL is conducting its audit to determine whether the Company owes spread of hours pay (an hour’s pay for each day an employee worked or was scheduled for a period over ten hours in a day). If the DOL determines that monies are owed, the DOL will seek a backpay order, which management believes will not, either individually or in the aggregate, have a material adverse effect on DropCar’s business, consolidated financial position, results of operations or cash flows. During the years ended December 31, 2019 and 2018, the Company expensed as loss from operations of discontinued components approximately $273,000 and $60,000, respectively, in relation to these matters. As of December 31, 2019 and 2018, the Company has accrued as accounts payable and accrued expenses approximately $333,000 and $60,000, respectively, in relation to these matters. The Company was a defendant in a class action lawsuit which resulted in a judgement entered into whereby the Company is required to pay legal fees in the amount of $45,000 to the plaintiff’s counsel. As of and for the year ended December 31, 2019, the Company recorded $45,000 as current liabilities held for sale and loss from operations of discontinued components.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	The Company files corporate income tax returns in the United States (federal) and in New York. The Company is subject to federal, state and local income tax examinations by tax authorities from inception. At December 31, 2019, the Company has approximately $17,233,000 of operating loss carryforwards for both federal and state tax purposes that may be applied against future taxable income. The net operating loss carryforwards will begin to expire in the year 2037 if not utilized prior to that date. Net operating losses generated after 2017 are limited to 80% of current years income and can be carried forward indefinitely. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $1,206,000 and $5,619,000 during the years 2019 and 2018, respectively, and was approximately $9,885,000 and $8,679,000 at December 31, 2019 and 2018, respectively. A reconciliation of the statutory U.S. Federal rate to the Company's effective tax rate is as follows: December 31, 2019 2018 Federal income tax benefit at statutory rate 21.00% 21.00% State income tax, net of federal benefits 5.44% 7.80% Permanent items (0.01)% (9.88)% Return to Provision (1.85) % -% Other -% 0.49% Change in valuation allowance (24.58)% (19.41)% Provision for income taxes - - The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets were as follows: December 31, 2019 2018 Net operating loss carryforwards - Federal $3,619,000 $2,785,000 Net operating loss carryforwards - State 2,115,000 1,827,000 Stock based compensation 1,470,000 1,335,000 Capital loss carryforward 2,721,000 2,776,000 Capitalized Software (148,000) (182,000) Settlement reserve 140,000 122,000 Depreciation and amortization (50,000) 1,000 Allowance for doubtful accounts 18,000 15,000 Valuation allowance (9,885,000) (8,679,000) Net deferred tax assets $- $- An adjustment was made to the opening balance of deferred tax assets amounting to $2 million for net operating losses and other tax attributes that were not previously reported. The assets are subject to full valuation allowance. The federal and state net operating loss may be subject to the limitations provided in the Internal Revenue Code (“IRC”) Sections 382 and 383. The net operating loss and tax credit carryforwards are subject to review by the Internal Revenue Service in accordance with the provisions of Section 382 of the Internal Revenue Code. Under this Internal Revenue Code section, substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of the Company’s net operating loss carryforwards before they expire. The closing of the Company’s merger alone or together with transactions that have occurred or that may occur in the future, may trigger an ownership change pursuant to Section 382, which could limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset the Company’s taxable income, if any. Any such limitation as the result of the Company’s additional sales of common stock by the Company could have a material adverse effect on the Company’s results of operations in future years. There are no liabilities from unrecognized tax benefits included in the Company's consolidated balance sheets as of December 31, 2019 and 2018, and therefore the Company has not incurred any penalties or interest.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Common Stock On January 18, 2018, the Company sold 10,057 shares of common stock for proceeds of $300,000. On January 30, 2018, the Company converted $3,682,502, the net carrying value of the principal balance of $4,840,000 convertible notes payable, into 136,785 shares of common stock just prior to the WPCS Merger. On April 19, 2018, the Company entered into separate Warrant Exchange Agreements with the holders of existing warrants issued in the WPCS Merger to purchase shares of common stock, pursuant to which, on the closing date, the Merger Warrant Holders exchanged each Merger Warrant for 1/18 of a share of common stock and 1/12 of a warrant to purchase a share of common stock. In connection with the Exchange Agreements, the Company issued an aggregate of (i) 48,786 new shares of common stock and (ii) Series I Warrants to purchase an aggregate of 73,178 shares of common stock. The Company valued (a) the stock and warrants issued in the amount of $972,368, (b) the warrants retired in the amount of $655,507, and (c) recorded the difference as deemed dividend in the amount of $316,861. See below under “Warrants” for further details. During the year ended December 31, 2018, the Company converted $159,584 of accrued interest related to the convertible notes into 4,518 shares of common stock. During the year ended December 31, 2018, the Company granted 3,333 shares of common stock to a service provider and recorded $31,800 as general and administrative expense in the Company’s consolidated statements of operations. On September 4, 2018, the Company issued 260,116 shares of common stock from the exercise of Series H-4 Warrants. On December 17, 2018, the Company issued 14,653 shares of common stock from the conversion of 224 shares of Series H-4 Convertible Preferred Stock. On March 26, 2019, 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 478,469 shares of common stock, par value $0.0001 per share, at an offering price of $4.18 per share for proceeds of $1,985,001 net of offering expenses of $15,000. During the year ended December 31, 2019, the Company issued 1,412,420 shares of common stock from the conversion of 21,591 shares of Series H-4 Convertible Preferred Stock. During the year ended December 31, 2019, the Company granted 116,666 shares of common stock to a service provider and recorded $222,200 stock based compensation as a part of general and administrative expense in the Company’s consolidated statements of operations. During the year ended December 31, 2019, the Company issued 277,778 shares of common stock from the exercise of Series K Warrants and received cash proceeds of $16,667. During the year ended December 31, 2019, the Company issued 31,646 shares of common stock to a director and recorded $25,000 stock based compensation as part of general and administrative expenses in the Company’s consolidated statements of operations. Concurrently and upon vesting, the Company paid $9,857 of personal withholding taxes for the grantee and reserved 12,477 shares of common stock as consideration for the cash paid which was immediately retired. Preferred Stock In accordance with the amended and restated certificate of incorporation, there are 5,000,000 authorized preferred shares at a par value of $ 0.0001. Series Seed On January 30, 2018, the Company converted 275,691 shares of Series Seed Preferred Stock into 45,949 shares of common stock in connection with the WPCS Merger. Series A On January 30, 2018, the Company converted 611,944 shares of Series A Preferred Stock into 101,991 shares of common stock in connection with the WPCS Merger. Series H Convertible Preferred Stock On January 30, 2018, in accordance with the WPCS Merger the Company issued 8 shares of Series H Convertible Preferred Stock. Under the terms of the Series H Certificate of Designation, each share of Series H Preferred Stock has a stated value of $154 and is convertible into shares of the Company’s common stock (“common stock”), equal to the stated value divided by the conversion price of $36.96 per share (subject to adjustment in the event of stock splits or dividends). The Company is prohibited from effecting the conversion of the Series H Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon such conversion. In the event of liquidation, the holders of the Series H Preferred Stock are entitled, pari passu with the holders of common stock, to receive a payment in the amount the holder would receive if such holder converted the Series H Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2019, such payment would be calculated as follows at December 31, 2019: Number of Series H Preferred Stock outstanding 8 Multiplied by the stated value $ 154 Equals the gross stated value $ 1,232 Divided by the conversion price $ 36.96 Equals the convertible shares of common stock 33 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 29 Series H-1 and H-2 Convertible Preferred Stock The Company has designated 9,488 Series H-1 Preferred Stock and designated 3,500 Series H-2 Preferred Stock, none of which are outstanding. Series H-3 Convertible Preferred Stock On January 30, 2018, in accordance with the WPCS Merger the Company issued 2,189 shares of Series H-3 Convertible Preferred Stock. Also, pursuant to the Series H-3 Certificate of Designation (as defined below), the holders of the Series H-3 Shares 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. On March 30, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Rights with respect to the Series H-3 Shares (the “Series H-3 Certificate of Designation”). Under the terms of the Series H-3 Certificate of Designation, each share of the Series H-3 Shares has a stated value of $138 and is convertible into shares of common stock, equal to the stated value divided by the conversion price of $33.12 per share (subject to adjustment in the event of stock splits and dividends). The Company is prohibited from effecting the conversion of the Series H-3 Shares to the extent that, as a result of such conversion, the holder or any of its affiliates would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series H-3 Shares. 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, 2019, such payment would be calculated as follows at December 31, 2019: Number of Series H-3 Preferred Stock outstanding 2,189 Multiplied by the stated value $ 138 Equals the gross stated value $ 302,082 Divided by the conversion price $ 33.12 Equals the convertible shares of common stock 9,121 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 8,026 Series H-4 Convertible Preferred Stock On March 8, 2018, the Company entered into a Securities Purchase Agreement with investors pursuant to which the Company issued to the investors an aggregate of 25,472 shares of the Company’s Series H-4 Convertible Preferred Stock, par value $0.0001 per share (the “Series H-4 Shares”) convertible into 424,533 shares of common stock of the Company, and warrants to purchase 424,533 shares of common stock of the Company, with an original exercise price of $15.60 per share (the “H-4 Exercise Price”), subject to adjustments (the “Series H-4 Warrants”). The purchase price per Series H-4 Shares and Series H-4 Warrant was $235.50, equal to (i) the closing price of the Common Stock on the Nasdaq Capital Market on March 7, 2018, plus $0.125 multiplied by (ii) 100. The aggregate purchase price for the Series H-4 Shares and Series H-4 Warrants was approximately $6.0 million. Subject to certain ownership limitations, the Series H-4 Warrants are immediately exercisable from the issuance date and are exercisable for a period of five years from the issuance date. On March 8, 2018, the Company filed the Certificate of Designations, Preferences and Rights of the Series H-4 Convertible Preferred Stock (the “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-4 Convertible Preferred Stock (the “Series H-4 Stock”). The Company designated up to 30,000 shares of Series H-4 Stock and each share has a stated value of $235.50 (the “Stated Value”). Each share of Series H-4 Stock is convertible at any time at the option of the holder thereof, into a number of shares of Common Stock determined by dividing the Stated Value by the original conversion price of $14.13 per share (the “Conversion Price”), subject to a 9.99% blocker provision. The Series H-4 Stock has the same dividend rights as the Common Stock, and no voting rights except as provided for in the Certificate of Designation or as otherwise required by law. In the event of any liquidation or dissolution of the Company, the Series H-4 Stock ranks senior to the Common Stock in the distribution of assets, to the extent legally available for distribution. The holders of Series H-4 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-4 Stock. If any such dilutive issuance occurs prior to the conversion of the Series H-4 Stock, the conversion price will be adjusted downward to a price equal to the issuance (subject to a floor of $2.826 per share). On August 31, 2018, the Company entered into an agreement with certain investors to exercise Series H-4 Warrants and issue Series J warrants which resulted in a reduced conversion price of $3.60 per share for the Series H-4 Stock. See “Exercise of Series H-4 Warrants and Issuance of Series J Warrants” below. On December 6, 2019, the Company entered into Series H-5 securities purchase agreement, causing the Conversion Price to decrease from $3.60 per share to $2.826 per share. As a result, the Company recorded a deemed dividend of $55,853 which represents the fair value transferred to the Series H-4 shareholders from the anti-dilution protection being triggered. The deemed dividend was recorded as an increase to accumulated deficit and increase in additional paid-in capital and reduced net income available to common shareholders by the same amount. The Company valued (a) the fair value of the Series H-4 Shares immediately before the re-pricing in the amount of $203,927, (b) the fair value of the Series H-4 Shares immediately after the re-pricing in the amount of $259,780, and (c) recorded the difference as deemed dividend in the amount of $55,853. The Series H-4 Shares were valued at fair market value on the date of the exchange using the following assumptions: (a) the stated value of $1,184,094 divided by the conversion price of $3.60 multiplied by the fair market value per shares of $0.62 results in $203,927, and (b) stated value $1,184,094 divided by the conversion price of $2.826 multiplied by the fair market value of $0.62 per shares results in $259,780. See “Issuance of Series H-5 Warrants”. If at any time (i) the volume weighted average price (“VWAP”) of the Common Stock exceeds $35.10 for not less than ten (10) consecutive Trading Days (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 H-4 Warrants still unexercised for a cash exercise. In the event of liquidation, the holders of the Series H-4 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-4 Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2019, such payment would be calculated as follows at December 31, 2019: Number of Series H-4 Preferred Stock outstanding 5,028 Multiplied by the stated value $ 235.50 Equals the gross stated value $ 1,184,094 Divided by the conversion price $ 2.826 Equals the convertible shares of common stock 419,000 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 368,720 On November 15, 2018, the initial conversion price of Series H-4 Shares was adjusted upon obtaining stockholder approval in accordance with Nasdaq rules and regulations which resulted in the 25,475 Series H-4 Shares being convertible into 1,666,490 shares of common stock of the Company. On December 17, 2018, an investor converted 224 shares of Series H-4 into 14,653 shares of Common Stock. During the year ended December 31, 2019, investors converted 21,591 shares of Series H-4 Stock into 1,412,420 shares of Common Stock. Series H-5 Convertible Preferred Stock On December 6, 2019, the Company entered into a Securities Purchase Agreement with investors pursuant to which the Company issued to the investors an aggregate of 34,722 shares of the Company’s newly designated Series H-5 Convertible Preferred Stock, par value $0.0001 per share (the “Series H-5 Stock”) convertible into 3,472,200 shares of common stock of the Company. The purchase price per Series H-5 Stock was $72.00, equal to (i) the closing price of the Common Stock on the Nasdaq Capital Market on December 5, 2019, plus $0.125 multiplied by (ii) 100. The aggregate purchase price for the Series H-5 Stock was approximately $2.5 million. December 6, 2019, the Company filed the Certificate of Designations, Preferences and Rights of the Series H-5 Convertible Preferred Stock (the “H-5 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-5 Convertible Preferred Stock (the “Series H-5 Stock”). The Company designated up to 50,000 shares of Series H-5 Stock and each share has a stated value of $72.00 (the “Stated Value”). Each share of Series H-5 Stock is convertible at any time at the option of the holder thereof, into a number of shares of Common Stock determined by dividing the Stated Value by the conversion price of $0.72 per share, subject to a 9.99% blocker provision. The Series H-5 Stock has the same dividend rights as the Common Stock, and no voting rights except as provided for in the Certificate of Designation or as otherwise required by law. In the event of any liquidation or dissolution of the Company, the Series H-5 Stock ranks senior to the Common Stock in the distribution of assets, to the extent legally available for distribution. The holders of Series H-5 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-5 Stock. If any such dilutive issuance occurs prior to the conversion of the Series H-5 Stock, the conversion price will be adjusted downward to a price that cannot be less than 20% of the exercise price or $0.1584. In the event of liquidation, the holders of the Series H-5 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-5 Preferred Stock into common stock immediately prior to the date of such payment. As of December 31, 2019, such payment would be calculated as follows at December 31, 2019: Number of Series H-5 Preferred Stock outstanding 34,722 Multiplied by the stated value $ 72.00 Equals the gross stated value $ 2,499,984 Divided by the conversion price $ 0.72 Equals the convertible shares of common stock 3,472,200 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 3,055,536 As described in Note 11, on February 5, 2020, the Company entered into Exchange Agreement with the holders of existing Series H-5 Stock to exchange an equivalent number of shares of its Series H-6 Stock. The Exchange closed on February 5, 2020. The purpose of the exchange was to include voting rights. Stock Based Compensation Amended and Restated 2014 Equity Incentive Plan The Company has one equity incentive plan, the 2014 Equity Incentive Plan (the “Plan”), with 706,629 shares of common stock reserved for issuance. As of December 31, 2019, there were 49,943 shares available for grant under the Company’s equity plan. The Plan was amended in 2018 to increase the number of shares of common stock available for issuance thereunder by 285,417, which amendment was approved by the Company’s stockholders on November 15, 2018. Service Based Restricted Stock Units and Common Stock On February 28, 2018, the Company issued 244,643 restricted stock units (“RSUs”) to two members of management. On March 26, 2019, the Board of Directors, with the consent of the grantees, agreed to amend the vesting period for the RSUs issued on February 28, 2018 to vest in full on May 17, 2019. The RSUs were valued using the fair market value of the Company’s closing stock price on the date of grant totaling $3,243,966, which was amortized over the original vesting period. On June 6, 2019, the Company issued 244,643 shares of common stock upon vesting of the RSUs. Upon vesting, the Company paid $183,333 of personal withholding taxes for the grantees and reserved 120,658 shares of common stock as consideration for the cash paid which was immediately retired. On July 30, 2019, the Board of Directors approved of certain modification to directors compensation. As consideration for services to the Board the Chairman of the Board received (i) an annual cash retainer equal to $90,000 and, as compensation for the period from February 1, 2019 through January 31, 2020, a grant of shares of restricted stock in an amount equal to $60,000 and (ii) each non-Chairman member of the Board receives an annual cash retainer equal to $30,000 and, as compensation for the period from February 1, 2019 through January 31, 2020, a grant of shares of restricted stock in an amount equal to $50,000, each to be paid as determined by the Compensation Committee. Due to the limited number of shares available for grant pursuant to the DropCar, Inc. Amended and Restated 2014 Equity Incentive Plan, the restricted stock grants referred to in the forgoing paragraph could not be granted in full in fiscal 2019. The Company issued 31,646 shares of common stock to one board member; 132,913 vested shares were not issued. On November 14, 2019 the board of directors modified the terms to convert the grant to a contingent payment payable upon a merger or change in control within twelve months. Upon a merger or change in control, the board of directors will have the option to satisfy the director payments in the form of cash or equity, if available. During the year ended December 31, 2019, the Company recorded $237,855 as general and administrative expense related to this grant, of which $25,000 was recorded as stock-based compensation. From this grant, the Company issued 31,646 shares on August 27, 2019 to one grantee and recognized a total of $25,000 as a credit to additional paid in capital for restricted stock units issued to the board of directors. The balance of the accrual is recorded and carried forward through accounts payable and accrued expenses. Service Based Common Stock On January 30, 2018 the Company issued 213,707 and 35,558 and shares of common stock to Alpha Capital Anstalt and Palladium Capital Advisors, respectively, in connection with the WPCS Merger. For the Alpha Capital Anstalt issuance, the Company recorded 90% of the issuance or 192,336 common shares as cost of capital raise and 10% of the issuance or 21,371 common shares as advisory services. The merger costs in the amount of $1,510,722 were recorded as a reduction to additional paid in capital and the advisory service costs in the amount of $167,858 were recorded as general and administrative expense in the consolidated statement of operations. For the Palladium Capital Advisors issuance, the Company recorded $279,327 as general and administrative expense in the consolidated statement of operations. Service Based Warrants On March 8, 2018, in connection with the financing discussed above, the Company issued 1,371 Series H-4 Shares and 22,850 common stock warrants to a service provider. The Company valued these warrants using the Black-Scholes option pricing model with the following inputs: exercise price of $15.60; fair market value of underlying stock of $13.20; expected term of 5 years; risk free rate of 2.63%; volatility of 120.63%; and dividend yield of 0%. For the year ended December 31, 2018, the Company recorded the fair market value of the Series H-4 Shares and warrants as an increase and decrease to additional paid in capital in the amount of $568,648 as these services were provided in connection with the sale of the Series H-4 shares. Consulting Agreement The Company entered into a two-month consulting agreement with a vendor to receive public relations services beginning on December 24, 2018. The compensation terms are $20,000 cash payment and 33,333 shares of common stock. In accordance with ASC 505, the shares were valued as of December 31, 2018, the reporting date. The Company recorded $61,318 and $6,982 as sales and marketing expense in the consolidated statement of operations for the year ended December 31, 2019 and 2018, respectively. The Company paid the cash upon entering the agreement and issued the shares of common stock upon completion of the contract in February 2019. Modification Expense The Company modified 60,516 options that were subject to expiration within 90 days following the sale of Suisun City Operations for WPCS employees, during the year ended December 31, 2018. The Company extended the expiration date in accordance with the options’ original terms. The Company recorded a modification expense related to the extension of the expiration date and recorded $74,109 as a selling, general and administrative expense for the year ended December 31, 2018 as part of discontinued operations in the consolidated statement of operations. The expense was based on the change in the fair value before and after the modification using the Black-Scholes option-pricing model on the date of the modification using the following assumptions: pre-modification post-modification Employee and Non-employee Stock Options On January 30, 2019, the Company issued options to purchase 99,072 shares of common stock to two members of management. The options vest quarterly over two years and have an exercise price of $2.32 per share. The options were valued at $213,444, in the aggregate, on the date of grant using the Black-Scholes options pricing model and amortized over the vesting period. The following table summarizes stock option activity during the years ended December 31, 2019 and 2018: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 - - - - Acquired in Merger 133,711 $ 36.42 3.88 - Granted 214,239 5.58 9.72 - Forfeited (45,178 ) 11.64 - - Outstanding at December 31, 2018 302,772 18.3 7.20 - Granted 99,072 2.32 9.09 - Forfeited (21,448 ) 13.09 - - Outstanding at December 31, 2019 380,396 $ 14.43 6.84 - At December 31, 2019, unamortized stock compensation for stock options was approximately $131,693, with a weighted-average recognition period of 1.07 years. At December 31, 2019, outstanding options to purchase 317,381 shares of common stock were exercisable with a weighted-average exercise price per share of $16.78. The following table sets forth total non-cash stock-based compensation for common stock, RSUs, options and warrants issued to employees and non-employees by operating statement classification for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 Selling, general and administrative $ 280,275 $ 82,436 Loss from operations of discontinued components, net of taxes 338,854 3,711,084 Total $ 619,129 $ 3,793,520 Stock option pricing model The fair value of the stock options granted during the year ended December 31, 2019 and 2018, was estimated at the date of grant using the Black-Scholes options pricing model with the following assumptions: For the year ended December 31, 2019 2018 Fair value of common stock $ 2.32 $ 1.62 - 13.26 Expected volatility 151.76 % 118.10% - 151.79 % Dividend yield - - Risk-free interest 2.70 % 2.79% - 3.00 % Expected life (years) 5.5 5.13 - 5.50 Warrants Merger Warrants and Warrant Exchange The warrants to purchase common stock (the “Merger Warrants”) issued in connection with the convertible debt in 2017 are fully vested and exercisable for five years through November 14, 2021. The warrants were valued using the Black-Scholes option-pricing model with the following inputs: exercise price of $59.04; fair market value of underlying stock of $16.68 and $17.40; expected term of 5 years; risk free rate of 1.61%, 1.70%, and 2.01%; volatility of 161%, 147%, and 150%; and a dividend yield of 0.00%. The Company accounted for these warrants as debt discount. The Company recorded amortization of $176,000 for the year ended December 31, 2018. On April 19, 2018, the Company entered into separate Warrant Exchange Agreements (the “Exchange Agreements”) with the holders (the “Merger Warrant Holders”) of existing warrants issued in the Merger (the “Merger Warrants”) to purchase shares of common stock, pursuant to which, on the closing date, the Merger Warrant Holders exchanged each Merger Warrant for 1/18 of a share of common stock and 1/12 of a warrant to purchase a share of common stock (collectively, the “Series I Warrants”). The Series I Warrants have an exercise price of $13.80 per share. In connection with the Exchange Agreements, the Company issued an aggregate of (i) 48,786 new shares of common stock and (ii) Series I Warrants to purchase an aggregate of 73,178 shares of common stock. The Company valued (a) the stock and warrants issued in the amount of $972,368, (b) the warrants retired in the amount of $655,507, and (c) recorded the difference as deemed dividend in the amount of $316,861. The warrants were valued using the Black-Scholes option-pricing model on the date of the exchange using the following assumptions: (a) fair value of common stock $10.32, (b) expected volatility of 103% and 110%, (c) dividend yield of 0%, (d) risk-free interest rate of 2.76% and 2.94%, (e) expected life of 3 years and 4.13 years. If at any time (i) the volume weighted average price (“VWAP”) of the Common Stock exceeds $27.60 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. Exercise of Series H-4 Warrants and Issuance of Series J Warrants On August 31, 2018, the Company offered (the “Repricing Offer Letter”) to the holders (the “Holders”) of the Company’s outstanding Series H-4 Warrants to purchase common stock of the Company issued on March 8, 2018 (the “Series H-4 Warrants”) the opportunity to exercise such Series H-4 Warrants for cash at a reduced exercise price of $3.60 per share (the “Reduced Exercise Price”) provided such Series H-4 Warrants were exercised for cash on or before September 4, 2018 (the “End Date”). In addition, the Company issued a “reload” warrant (the “Series J Warrants”) to each Holder who exercised their Series H-4 Warrants prior to the End Date, covering one share for each Series H-4 Warrant exercised during that period. The terms of the Series J Warrants are substantially identical to the terms of the Series H-4 Warrants except that (i) the exercise price is equal to $6.00, (ii) the Series J Warrants may be exercised at all times beginning on the 6-month anniversary of the issuance date on a cash basis and also on a cashless basis, (iii) the Series J Warrants do not contain any provisions for anti-dilution adjustment and (iv) the Company has the right to require the Holders to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise if the volume-weighted average price (as defined in the Series J Warrant) for the Company’s common stock equals or exceeds $9.00 for not less than ten consecutive trading days. If at any time (i) the VWAP of the Common Stock exceeds $9.00 for not less than the Mandatory Exercise Measuring Period; (ii) the daily average number of shares of Common Stock traded during the Mandatory Exercise Measuring Period equals or exceeds 25,000; and (iii) no equity conditions failure has occurred as of such date, then the Company shall have the right to require the holder to exercise all or any portion of the Series J Warrants still unexercised for a cash exercise. On September 4, 2018, the Company received executed Repricing Offer Letters from a majority of the Holders, which resulted in the issuance of 260,116 shares of the Company’s common stock and Series J Warrants to purchase up to 260,116 shares of the Company’s common stock. The Company received gross proceeds of $936,423 from the exercise of the Series H-4 Warrants pursuant to the terms of the Repricing Offer Letter. On September 5, 2018, the Company received a request from Nasdaq to amend its Series H-4 Warrants to provide that the Series H-4 Warrants may not be exercised until the Company has obtained stockholder approval of the issuance of Common Stock underlying the Series H-4 Warrants pursuant to the applicable rules and regulations of Nasdaq. In response to the request, on September 10, 2018, the Company entered into an amendment (the “Warrant Amendment”) with the holders of the Series H-4 Stock to provide for stockholder approval as described above prior to the exercise of the Series H-4 Warrants. On November 15, 2018, the Company obtained such stockholder approval. The Company considers the warrant amendment for the Reduced Exercise Price and issuance of the Series J Warrants to be of an equity nature as the amendment and issuance allowed the warrant holders to exercise warrants and receive a share of common stock and warrant which, represents an equity for equity exchange. Therefore, the change in the fair value before and after the modification and the fair value of the Series J warrants will be treated as a deemed dividend in the amount of $1,019,040. The cash received upon exercise in excess of par is accounted through additional paid in capital. The Company valued the deemed dividend as the sum of: (a) the difference between the fair value of the modified award and the fair value of the original award at the time of modification of $129,476, and (b) the fair value of the Series J Warrants in the amount of $889,564. 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 $3.90, (b) expected volatility of 144.3%, (c) dividend yield of 0%, (d) risk-free interest rate of 2.77% and 2.78%, (e) expected life of 4.51 years and 5 years. At the March 8, 2018 closing, the Company issued Series H-4 Warrants that entitled the holders to purchase, in aggregate, up to 447,383 shares of its common stock. As

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2019
Related Parties
Related Parties	On July 11, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with Ascentaur, LLC (“Ascentaur”). Sebastian Giordano is the Chief Executive Officer of Ascentaur. Mr. Giordano has served on the board of directors of the Company since February 2013 and served as the Company’s Interim Chief Executive Officer from August 2013 through April 2016 and as the Company’s Chief Executive Officer from April 2016 through January 2018. Pursuant to the terms of the Consulting Agreement, Ascentaur has agreed to provide advisory services with respect to the strategic development and growth of the Company, including advising the Company on market strategy and overall Company strategy, advising the Company on the sale of the Company’s Suisun City Operations, providing assistance to the Company in identifying and recruiting prospective employees, customers, business partners, investors and advisors that offer desirable administrative, financing, investment, technical, marketing and/or strategic expertise, and performing such other services pertaining to the Company’s business as the Company and Ascentaur may from time to time mutually agree. The term of the Consulting Agreement commenced on July 11, 2018 and will continue until terminated in accordance with the terms of the Consulting Agreement. During the year ended December 31, 2019, the Company recorded $33,733 as general and administrative expense related to this consulting agreement. For the year ended December 31, 2019, approximately $130,557 was paid in cash and $0 is recorded as accounts payable. During the year ended December 31, 2018, the Company recorded $147,754 as general and administrative related to this consulting agreement. As of December 31, 2018, approximately $51,000 was paid in cash and approximately $97,000 is recorded as accounts payable. Of this amount, Ascentaur received $90,000 in relation to the sale of Suisun City Operations. During 2018 and 2017, the Company entered into various financial transactions with Alpha Capital Anstalt, a majority shareholder, through the issuance of $1,350,000 convertible notes in 2017, issued 213,707 shares of common stock in connection with the merger on January 30, 2018 for merger related services and cost of providing capital, issued 11,093 Series A Preferred Stock for $2,612,500 in the March 8, 2018 PIPE transaction, and was issued 277,778 Series K prefunded common stock warrants on November 14, 2018 for proceeds of approximately $983,000. Palladium Capital Advisors (“Palladium”), and advisor to the Company and AYRO, has provided investment banking services in connection with the merger on January 30, 2018 and received 35,558 shares of common stock for merger related services, received 1,371 Series H-4 preferred shares and warrants in the March 8, 2018 PIPE transaction for advisory services, and in connection with the December 6, 2019 Series H-5 Stock transaction received $200,000 and 243,054 H-5 Warrants. On December 5, 2019, the Company entered into a placement agent and merger advisory agreement with Palladium whereby the Company shall pay to Palladium a cash fee equal to 8% of the aggregate gross proceeds raise in closing of each financing transaction and warrants to purchase that number of shares of common stock of the Company equal to 7% of the aggregate number of shares of common stock sold in each offering. The warrants will be identical to any warrants issued to investors at such closing, provide for a cashless exercise, have an exercise price equal to the offering price per share in the closing, and expire on the five year anniversary at such closing. In addition, the Company shall pay Palladium compensation for advisory services in connection with a possible business combination of the Company with an unaffiliated third party whereby the Company shall issue the number of shares of common stock of the post-merger entity immediately after the merger that represents 2.5% of the outstanding shares of common stock in any surviving post-merger entity.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	The Company has analyzed its operations subsequent to December 31, 2019 and noted the following subsequent events: The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020, was been declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s customers and revenue, labor workforce, and the decline in value of assets held by the Company, including, property and equipment. On February 5, 2020 the Company entered into separate Exchange Agreements (the “Exchange Agreements”) with the holders of existing Series H-5 Convertible Preferred Stock (the “Series H-5 Shares”), par value $0.0001 per share, to exchange an equivalent number of shares of the Company’s Series H-6 Convertible Preferred Stock (the “Series H-6 Shares”), par value $0.0001 per share (the “Exchange”). The Exchange closed on February 5, 2020. On February 12, 2020, the Company received a notice from the New York State Department of Labor stating the Company has a negative balance in their experience rating account of approximately $165,000. The notice states the Company may make a voluntary payment of approximately $165,000. The Company does not expect to make this payment which will result in an increase to their future unemployment insurance rates. The Company will need to pay the max rate for a three-year period for not making the payment. Subsequent to December 31, 2019, investors converted 4,900 shares of Series H-6 Shares into 490,000 shares of Common Stock.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Liquidity and Basis of Presentation	These consolidated financial statements of DropCar, Inc., a Delaware corporation, are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and include the accounts of its wholly-owned subsidiaries. All significant intercompany transactions and amounts have been eliminated. The results of businesses acquired and disposed of are included in the consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively. During the year ended December 31, 2018, the Company completed a reverse merger with WPCS International Incorporated, the parent company of WPCS International – Suisun City, Inc. (the “Suisun City Operations”), a wholly-owned subsidiary. Subsequently, the Company completed the sale of the wholly-owned Suisun City Operations and is reported in discontinued operations. Additionally, on December 19, 2019, the Company entered into an the Asset Purchase Agreement to sell the wholly-owned DropCar Operating component and is reported in discontinued operations. See Note 4 to the financial statements for further details. Acquisition Accounting The fair value of WPCS assets acquired and liabilities assumed was based upon management’s estimates assisted by an independent third-party valuation firm. As of December 31, 2018, the acquisition accounting was completed and there were no further adjustments to the assumptions. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and the trade name, present value and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price allocation of million was as follows: Fair value of equity consideration, 506,423 common shares $ 9,792,000 Liability assumed: notes payable 158,000 Total purchase price consideration $ 9,950,000 Tangible assets Net working capital (1) $ 6,664,000 Deferred revenue (2,300,000 ) Property and equipment 376,000 Intangible assets (2) Customer contracts 1,200,000 Trade name 600,000 Goodwill 3,410,000 Total allocation of purchase price consideration $ 9,950,000 (1) Net working capital consisted of cash of $4,947,000; accounts receivable and contract assets of $3,934,000; other assets of $317,000; accounts payable and accrued liabilities of $2,534,000. (2) The useful lives related to the acquired were expected to be approximately 10 years.
Use Of Estimates	The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of expenses during the reported period. Generally, matters subject to estimation and judgement include amounts related to accounts receivable realization, asset impairments, useful lives of property and equipment and capitalized software costs, deferred tax asset valuation allowances, and operating expense accruals. Actual results could differ from those estimates.
Cash	The Company considers all highly liquid investment with an original maturity of three months or less to be cash. At times, cash deposits may exceed FDIC-insured limits. At December 31, 2019 and 2018, the amount the Company had on deposit that exceeded the FDIC-insured limits was approximately $4.0 million.
Accounts Receivable	Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. The Company determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and set up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At December 31, 2019 and 2018, the accounts receivable allowance was approximately $2,000 and included in current assets held for sale.
Revenue Recognition	The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as ASC 606: Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company’s influence, such as the judgment and actions of third parties. The Company’s contracts are generally designed to provide cash fees to the Company on a monthly basis or an agreed upfront rate based upon demand services. The Company’s performance obligation is satisfied over time as the service is provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing a continuous service to the customer. Contracts with minimum performance guarantees or price concessions include variable consideration and are subject to the revenue constraint. The Company uses an expected value method to estimate variable consideration for minimum performance guarantees and price concessions. Monthly Subscriptions The Company offers a selection of subscriptions and on-demand services which include parking, valet, and access to other services. The contract terms are on a month-to-month subscription contract with fixed monthly or contract term fees. These subscription services include a fixed number of round-trip deliveries of the customer’s vehicle to a designated location. The Company allocates the purchase price among the performance obligations which results in deferring revenue until the service is utilized or the service period has expired. On Demand Valet and Parking Services The Company offers to consumers certain on demand services through its mobile application. The customer is billed at an hourly rate upon completion of the services. Revenue is recognized when the Company had satisfied all performance obligations which is upon completion of the service. DropCar 360 Services on Demand Service The Company offers to consumers certain services upon request including vehicle inspection, maintenance, car washes or to fill up with gas. The customers are charged a fee in addition to the cost of the third-party services provided. Revenue is recognized on a gross basis when the Company had satisfied all performance obligations which is upon completion of the service. On Demand Business-To-Business The Company also has contracts with car dealerships, car share programs and others in the automotive industry transporting vehicles. Revenue is recognized at the point in time all performance obligations are satisfied which is when the Company provides the delivery service of the vehicles.
Employee Stock-Based Compensation	The Company recognizes all employee share-based compensation as an expense in the financial statements. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs is determined using the closing price of the Company’s common stock on the grant date. For service-based vesting grants, expense is recognized ratably over the requisite service period based on the number of options or shares. Stock-based compensation is reversed for forfeitures in the period of forfeiture.
Property and Equipment	The Company accounts for property and equipment at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets. The Company generally depreciates property and equipment over a period of three to seven years. Depreciation for property and equipment commences once they are ready for its intended use.
Capitalized Software	Costs related to website and internal-use software development are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 350-50 — Intangibles — Website Development Costs. Such software is primarily related to our websites and mobile apps, including support systems. We begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred prior to meeting these criteria are expensed as incurred and recorded within General and administrative expenses within the accompanying consolidated statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized. Capitalized costs are amortized over the estimated useful life of the enhancements, generally between two and three years.
Impairment of Long-Lived Assets	Long-lived assets are primarily comprised of intangible assets, property and equipment, and capitalized software costs. The Company evaluates its Long-Lived Assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments to long-lived assets for the years ended December 31, 2019 and 2018.
Income Taxes	The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets.
Fair Value Measurement	The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments with carrying values approximating fair value include cash, accounts receivable, other assets, convertible notes and accounts payable due to their short-term nature.
Loss Per Share	Basic loss per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted loss per share is computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by the Company with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding because their inclusion would have been antidilutive. As of December 31, 2019 2018 Common stock equivalents: Common stock options 380,396 302,773 Series A, H-1, H-3, H-4, H-5, I, J, K and Merger common stock purchase warrants 4,300,560 863,084 Series H, H-3, H-4, H-5 Convertible Preferred Stock 3,900,354 1,796,251 Restricted shares (unvested) - 244,643 Totals 8,581,310 3,206,751
Research and development costs, net	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, which is included in loss from operations from discontinued operations. Total research and development expenses included in loss from discontinued operations were $205,000 and $322,269 for the years ended December 31, 2019 and 2018, respectively.
Adoption of New Accounting Standards	In February 2016, the FASB issued Accounting Standards Codification (ASC) 842, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted all practical expedients and elected the following accounting policies related to this standard: ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components for equipment leases. ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and general and administrative expenses. Amortization expense for finance (capital) leases is recognized on a straight-line basis over the lease term and is included in cost of sales or general and administrative expenses, while interest expense for finance leases is recognized using the effective interest method. Adoption of this standard resulted in the recognition of operating lease right-of-use assets of approximately $23,000 (including a reclassification from prepaid expenses of a prepaid lease approximating $9,500) and corresponding lease liabilities of approximately $13,500 on the consolidated balance sheet as of January 1, 2019. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 7, Lease Agreements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share- based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The guidance was adopted effective January 1, 2019, and the adoption of this ASU did not have a material effect on its consolidated financial statements.
Recently Issued Accounting Standards	From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In August 2018, the FASB issued ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule of recognized identified assets acquired and liabilities assumed	Fair value of equity consideration, 506,423 common shares $ 9,792,000 Liability assumed: notes payable 158,000 Total purchase price consideration $ 9,950,000 Tangible assets Net working capital (1) $ 6,664,000 Deferred revenue (2,300,000 ) Property and equipment 376,000 Intangible assets (2) Customer contracts 1,200,000 Trade name 600,000 Goodwill 3,410,000 Total allocation of purchase price consideration $ 9,950,000
Schedule of antidilutive securities excluded from computation of earnings per share	As of December 31, 2019 2018 Common stock equivalents: Common stock options 380,396 302,773 Series A, H-1, H-3, H-4, H-5, I, J, K and Merger common stock purchase warrants 4,300,560 863,084 Series H, H-3, H-4, H-5 Convertible Preferred Stock 3,900,354 1,796,251 Restricted shares (unvested) - 244,643 Totals 8,581,310 3,206,751

Discontinued Operations and D_2

Discontinued Operations and Disposition of Operating Segment (Tables)	12 Months Ended
	Dec. 31, 2019
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Schedule of discontinued operations	Years Ended December 31, 2019 2018 SERVICE REVENUES $ 4,579,745 $ 6,077,667 COST OF REVENUE 4,172,320 7,863,673 GROSS PROFIT (LOSS) 407,425 (1,786,006 ) OPERATING EXPENSES Research and development 205,000 322,269 General and administrative 2,245,394 9,119,772 Depreciation and amortization 395,081 354,657 TOTAL OPERATING EXPENSES 2,845,475 9,796,698 OPERATING LOSS (2,438,050 ) (11,582,704 ) Other income, net 12,827 - Interest expense, net - (409,082 ) LOSS FROM DROPCAR DISCONTINUED OPERATIONS (2,425,223 ) (11,991,786 ) INCOME FROM SUISUN CITY DISCONTINUED OPERATIONS - 315,119 LOSS FROM OPERATIONS OF DISCONTINUED COMPONENTS (2,425,223 ) (11,676,667 ) LOSS ON SALE OF SUISUN CITY COMPONENT - (4,169,718 ) LOSS FROM DISCONTINUED OPERATIONS $ (2,425,223 ) $ (15,846,385 ) Assets and liabilities of discontinued operations held for sale included the following: December 31, 2019 2018 Cash $ 81,457 $ 415,569 Accounts receivable, net 210,671 295,626 Prepaid expenses and other current assets 83,058 107,768 Current assets held for sale $ 375,186 $ 818,963 Property and equipment, net $ 25,723 $ 39,821 Capitalized software costs, net 410,261 659,092 Operating lease right-of-use asset 1,886 - Other assets 3,525 3,525 Noncurrent assets held for sale $ 441,395 $ 702,438 Accounts payable and accrued expenses 737,862 1,033,489 Deferred revenue 302,914 253,200 Current liabilities held for sale $ 1,040,776 $ 1,286,689
Discontinued operations - other	Sales price $ 3,500,000 Commissions and various transaction costs (332,220 ) Net sales proceeds 3,167,780 Carrying amounts of assets, net of liabilities 7,337,498 * Loss on sale of Suisun City Operations $ (4,169,718 ) Revenues $ 13,730,252 Cost of revenues 10,836,754 Gross profit 2,893,498 Selling, general and administrative expenses 2,285,661 Depreciation and amortization 287,830 Total Operating Expenses 2,573,491 Interest expense, net 4,888 Net income from discontinued operations $ 315,119

Capitalized Software (Tables)

Capitalized Software (Tables)	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of capitalized computer software, net	As of December 31, 2019 2018 Software $ 1,467,008 $ 1,324,275 Accumulated amortization (1,056,747 ) (665,183 ) Total $ 410,261 $ 659,092

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate renconciliation	December 31, 2019 2018 Federal income tax benefit at statutory rate 21.00% 21.00% State income tax, net of federal benefits 5.44% 7.80% Permanent items (0.01)% (9.88)% Return to Provision (1.85) % -% Other -% 0.49% Change in valuation allowance (24.58)% (19.41)% Provision for income taxes - -
Deferred tax assets	December 31, 2019 2018 Net operating loss carryforwards - Federal $3,619,000 $2,785,000 Net operating loss carryforwards - State 2,115,000 1,827,000 Stock based compensation 1,470,000 1,335,000 Capital loss carryforward 2,721,000 2,776,000 Capitalized Software (148,000) (182,000) Settlement reserve 140,000 122,000 Depreciation and amortization (50,000) 1,000 Allowance for doubtful accounts 18,000 15,000 Valuation allowance (9,885,000) (8,679,000) Net deferred tax assets $- $-

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Preferred Stock Conversion calculation, Series H	Number of Series H Preferred Stock outstanding 8 Multiplied by the stated value $ 154 Equals the gross stated value $ 1,232 Divided by the conversion price $ 36.96 Equals the convertible shares of common stock 33 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 29
Preferred Stock Conversion calculation, Series H-3	Number of Series H-3 Preferred Stock outstanding 2,189 Multiplied by the stated value $ 138 Equals the gross stated value $ 302,082 Divided by the conversion price $ 33.12 Equals the convertible shares of common stock 9,121 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 8,026
Preferred Stock Conversion calculation, Series H-4	Number of Series H-4 Preferred Stock outstanding 5,028 Multiplied by the stated value $ 235.50 Equals the gross stated value $ 1,184,094 Divided by the conversion price $ 2.826 Equals the convertible shares of common stock 419,000 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 368,720
Preferred Stock Conversion calculation, Series H-5	Number of Series H-5 Preferred Stock outstanding 34,722 Multiplied by the stated value $ 72.00 Equals the gross stated value $ 2,499,984 Divided by the conversion price $ 0.72 Equals the convertible shares of common stock 3,472,200 Multiplied by the fair market value of common stock at December 31, 2019 $ 0.88 Equals the payment $ 3,055,536
Schedule of share-based compensation, stock options, activity	Shares Underlying Options WeightedA verage Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Outstanding at January 1, 2018 - - - - Acquired in Merger 133,711 $ 36.42 3.88 - Granted 214,239 5.58 9.72 - Forfeited (45,178 ) 11.64 - - Outstanding at December 31, 2018 302,772 18.3 7.20 - Granted 99,072 2.32 9.09 - Forfeited (21,448 ) 13.09 - - Outstanding at December 31, 2019 380,396 $ 14.43 6.84 -
Schedule of share-based compensation	Year ended December 31, 2019 2018 Selling, general and administrative $ 280,275 $ 82,436 Loss from operations of discontinued components, net of taxes 338,854 3,711,084 Total $ 619,129 $ 3,793,520
Schedule of share-based payment award, stock options, valuation assumptions	For the year ended December 31, 2019 2018 Fair value of common stock $ 2.32 $ 1.62 - 13.26 Expected volatility 151.76 % 118.10% - 151.79 % Dividend yield - - Risk-free interest 2.70 % 2.79% - 3.00 % Expected life (years) 5.5 5.13 - 5.50
Schedule of common stock warrant activity	Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) January 1, 2018 146,358 $ 59.04 4.50 Acquired, H-1 warrants 50,744 29.04 1.55 Acquired, H-3 warrants 14,001 33.12 3.25 Granted, H-4 warrants 447,383 3.60 4.18 Granted, I warrants 73,178 13.80 2.30 Granted, Reload warrants 260,116 6.00 2.60 Granted, K warrants 277,778 0.06 * Exercised, H-4 warrants (260,116 ) 3.60 - Retired, Merger warrants (146,358 ) 59.04 - Outstanding, December 31, 2018 863,084 $ 6.00 2.51 Exercised, K Warrants (277,778 ) 0.06 - Granted, H-5 warrants** 3,715,254 0.792 5.00 Outstanding, December 31, 2019 4,300,560 $ 1.77 5.06

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2019USD ($)
Fair value of equity consideration, 4,685,164 common shares	$ 9,792,000
Liability assumed: notes payable	158,000
Total purchase price consideration	9,950,000
Tangible assets
Net working capital	6,664,000
Deferred revenue	(2,300,000)
Property and equipment	376,000
Intangible assets
Goodwill	3,410,000
Customer Contracts
Intangible assets
Business combination, recognized finite-lived intangibles	1,200,000
Trade Names
Intangible assets
Business combination, recognized finite-lived intangibles	$ 600,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Antidilutive securities excluded	8,581,310	3,206,751
Common Stock
Antidilutive securities excluded	380,396	302,773
Series A H1 H3 H4 I and Merger common stock purchase warrants
Antidilutive securities excluded	4,300,560	863,084
Series H H3 H4 and H5Convertible Preferred Stock
Antidilutive securities excluded	3,900,354
Series H H3 H4 and H5 Convertible Preferred Stock
Antidilutive securities excluded		1,796,251
Restricted Stock
Antidilutive securities excluded	0	244,643

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Accumulated deficit	$ (34,713,979)	$ (29,753,721)
Net working capital	(4,947,000)
Accounts receivable and contract assets	3,934,000
Other assets	317,000	3,525
Accounts payable and accrued liabilities	2,534,000
Accounts receivable allowance	$ 2,000	$ 2,000

Discontinued Operations and D_3

Discontinued Operations and Disposition of Operating Segments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Service Revenues	$ 4,579,745	$ 6,077,667
Cost of Revenue	4,172,320	7,863,673
Gross Profit (Loss)	407,425	(1,786,006)
OPERATING EXPENSES
Research and development	205,000	322,269
General and administrative	2,245,394	9,119,772
Depreciation and amortization	395,081	354,657
TOTAL OPERATING EXPENSES	2,845,475	9,796,698
OPERATING LOSS	(2,438,050)	(11,582,704)
Other income, net	12,827	0
Interest expense, net	0	(409,082)
LOSS FROM DROPCAR DISCONTINUED OPERATIONS	(2,425,223)	(11,991,786)
INCOME FROM SUISUN CITY DISCONTINUED OPERATIONS	0	315,119
LOSS FROM OPERATIONS OF DISCONTINUED COMPONENTS	(2,425,223)	(11,676,667)
LOSS ON SALE OF SUISUN CITY COMPONENT	0	(4,169,718)
LOSS FROM DISCONTINUED OPERATIONS	$ (2,425,223)	$ (15,846,385)

Discontinued Operations and D_4

Discontinued Operations and Disposition of Operating Segments (Details 1) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Cash	$ 81,457	$ 415,569
Accounts receivable, net	210,671	295,626
Prepaid expenses and other current assets	83,058	107,768
Current assets held for sale	375,186	818,963
Property and equipment, net	25,723	39,821
Capitalized software costs, net	410,261	659,092
Operating lease right-of-use asset	1,886	0
Other assets	3,525	3,525
Noncurrent assets held for sale	441,395	702,438
Accounts payable and accrued expenses	737,862	1,033,489
Deferred revenue	302,914	253,200
Current liabilities held for sale	$ 1,040,776	$ 1,286,689

Discontinued Operations and D_5

Discontinued Operations and Disposition of Operating Segment (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Sales price		$ 3,500,000
Commissions and various transaction costs		(332,220)
Net sales proceeds		3,167,780
Carrying amounts of assets, net of liabilities		7,337,498
Loss on sale of Suisun City Operations	$ 0	(4,169,718)
Revenues		13,730,252
Cost of revenues		10,836,754
Gross profit		2,893,498
Selling, general and administrative expenses		2,285,661
Depreciation and amortization		287,830
Total Operating Expenses		2,573,491
Interest expense, net		4,888
Net income from discontinued operations	$ 0	$ 315,119

Capitalized Software (Details)

Capitalized Software (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Software	$ 1,467,008	$ 1,324,275
Accumulated amortization	(1,056,747)	(665,183)
Total	$ 410,261	$ 659,092

Capitalized Software (Details N

Capitalized Software (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 391,564	$ 350,385

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative)	Dec. 31, 2018USD ($)
Debt Disclosure [Abstract]
Convertible notes payable, noncurrent	$ 0

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 58,000	$ 158,000

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21.00%	21.00%
State income tax, net of federal benefits	5.44%	7.80%
Permanent items	(0.01%)	(9.88%)
Return to Provision	(1.85%)	0.00%
Other	0.00%	0.49%
Change in valuation allowance	(24.58%)	(19.41%)
Provision for income taxes	0.00%	0.00%

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforwards - Federal	$ 3,619,000	$ 2,785,000
Net operating loss carryforwards - State	2,115,000	1,827,000
Stock based compensation	1,470,000	1,335,000
Capital loss carryforward	2,721,000	2,776,000
Capitalized Software	(148,000)	(182,000)
Settlement reserve	140,000	122,000
Fixed Asset Depreciation	(50,000)	1,000
Allowance for doubtful accounts	18,000	15,000
Valuation allowance	(9,885,000)	(8,679,000)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Valuation allowance increase	$ 1,206,000	$ 5,619,000
Valuation allowance	9,885,000	$ 8,679,000
Federal
Operating loss carryforwards	17,233,000
State
Operating loss carryforwards	$ 17,233,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Dec. 31, 2019USD ($)$ / sharesshares
Series H Preferred
Preferred stock outstanding | shares	8
Multiplied by the stated value	$ 154
Equals the gross stated value | $	$ 1,232
Divided by the conversion price	$ 36.96
Equals the convertible shares of common stock | shares	33
Multiplied by the fair market value of common stock	$ .88
Payment | $	$ 29
Series H-3 Preferred
Preferred stock outstanding | shares	2,189
Multiplied by the stated value	$ 138
Equals the gross stated value | $	$ 302,082
Divided by the conversion price	$ 33.12
Equals the convertible shares of common stock | shares	9,121
Multiplied by the fair market value of common stock	$ .88
Payment | $	$ 8,026
Series H-4 Preferred Stock
Preferred stock outstanding | shares	5,028
Multiplied by the stated value	$ 235.50
Equals the gross stated value | $	$ 1,184,094
Divided by the conversion price	$ 2.826
Equals the convertible shares of common stock | shares	419,000
Multiplied by the fair market value of common stock	$ .88
Payment | $	$ 368,720
Series H-5 Preferred
Preferred stock outstanding | shares	34,722
Multiplied by the stated value	$ 72,000
Equals the gross stated value | $	$ 2,499,984
Divided by the conversion price	$ .72
Equals the convertible shares of common stock | shares	3,472,200
Multiplied by the fair market value of common stock	$ .88
Payment | $	$ 3,055,536

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Stock options outstanding, beginning	302,772	0
Stock options acquired in merger	0	133,711
Stock options granted	99,072	214,239
Stock options forfeited	(21,448)	(45,178)
Stock options outstanding, ending	380,396	302,772
Weighted average exercise price outstanding, beginning	$ 18.30	$ 0
Weighted average exercise price acquired in merger	.00	36.42
Weighted average exercise price granted	2.32	5.58
Weighted average exercise price forfeited	13.09	11.64
Weighted average exercise price outstanding, ending	$ 14.43	$ 18.30
Weighted average remaining contractual life, beginning	7 years 2 months 12 days
Weighted average remaining contractual life acquired in merger		3 years 10 months 17 days
Weighted average remaining contractual life granted	9 years 1 month 2 days	9 years 8 months 19 days
Weighted average remaining contractual life, ending	6 years 10 months 2 days	7 years 2 months 12 days

Stockholders' Equity (Details 2

Stockholders' Equity (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Non-cash stock-based compensation	$ 619,129	$ 3,793,520
Selling, General and Administrative Expenses
Non-cash stock-based compensation	280,275	482,436
Loss from operations of discontinued components, net of tax
Non-cash stock-based compensation	$ 338,854	$ 3,711,084

Stockholders' Equity (Details 3

Stockholders' Equity (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair value of common stock	$ 2.32
Expected volatility	151.76%
Dividend yield	0.00%	0.00%
Risk-free interest	2.70%
Expected life (years)	5 years 6 months
Minimum
Fair value of common stock		$ 1.62
Expected volatility		118.10%
Risk-free interest		2.79%
Expected life (years)		5 years 1 month 17 days
Maximum
Fair value of common stock		$ 13.26
Expected volatility		151.79%
Risk-free interest		3.00%
Expected life (years)		5 years 6 months

Stockholders' Equity (Details 4

Stockholders' Equity (Details 4) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Warrants outstanding, beginning	863,084	146,358
Warrants outstanding, ending		863,084
Weighted average exercise price outstanding, beginning	$ 6	$ 59.04
Weighted average exercise price outstanding, ending	$ 1.77	$ 6
Weighted Average Remaining Contractual Life (years)	5 years 22 days	2 years 6 months 4 days
Acquired H1 Warrants
Warrants acquired		50,744
Weighted average exercise price acquired		$ 29.04
Weighted Average Remaining Contractual Life (years)		1 year 6 months 18 days
Acquired H3 Warrants
Warrants acquired		14,001
Weighted average exercise price acquired		$ 33.12
Weighted Average Remaining Contractual Life (years)		3 years 3 months
Granted H4 warrants
Warrants granted		447,383
Weighted average exercise price granted		$ 3.60
Weighted Average Remaining Contractual Life (years)		4 years 2 months 5 days
Granted I warrants
Warrants granted		73,178
Weighted average exercise price granted		$ 13.80
Weighted Average Remaining Contractual Life (years)		2 years 3 months 18 days
Granted Reload warrants
Warrants granted		260,116
Weighted average exercise price granted		$ 6
Weighted Average Remaining Contractual Life (years)		2 years 7 months 6 days
Exercised K warrants
Warrants granted	(277,778)
Weighted average exercise price granted	$ .06
Exercised H-4 warrants
Warrants granted		(260,116)
Weighted average exercise price granted		$ 3.60
Granted H-5 warrants
Warrants granted	3,715,254
Weighted average exercise price granted	$ .792
Weighted Average Remaining Contractual Life (years)	5 years
Retired Merger Warrants
Warrants retired		(146,358)
Weighted average exercise price Retired		$ 59.04
Granted K warrants
Warrants granted		277,778
Weighted average exercise price granted		$ 0.06

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Conversion of accrued interest into common stock, amount		$ 159,584
Exercise of warrants, amount	$ 16,667
Unamortized stock compensation, options	$ 131,693
Unamortized stock compensation, period of recognition	1 year 25 days
Stock based compensation for RSUs and options issued to employees and non-employees	$ 280,275	$ 82,436
Stock based compensation to director, amount	$ 25,000
Selling, General and Administrative Expenses
Stock based compensation for common stock issued to service provider, shares		3,333
Stock based compensation for common stock issued to service provider, amount		$ 31,800
Common Stock
Conversion of accrued interest into common stock, shares		4,518
Stock based compensation for common stock issued to service provider, shares	116,666
Stock based compensation for common stock issued to service provider, amount	$ 222,200
Issuance of common shares in connection with exercise of H-4 warrants, shares	1,412,420	260,116
Exercise of warrants, shares	277,778
Exercise of warrants, amount	$ 28
Stock based compensation to director, shares	31,646