Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | DIGITAL ALLY INC | ||
Entity Central Index Key | 0001342958 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 75,239,600 | ||
Entity Common Stock, Shares Outstanding | 51,521,191 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 4,361,758 | $ 359,685 |
Accounts receivable - trade, less allowance for doubtful accounts of $123,224 - 2020 and $123,224 - 2019 | 1,705,461 | 1,071,018 |
Other Receivables (including $500,000 due from Related Parties - 2020 and $0 - 2019, refer to Note 16) | 1,529,920 | 514,730 |
Inventories, net | 8,202,274 | 5,280,412 |
Income tax refund receivable, current | 44,650 | |
Prepaid expenses | 2,030,693 | 381,090 |
Total current assets | 17,830,106 | 7,651,585 |
Furniture, fixtures and equipment, net | 666,800 | 197,063 |
Intangible assets, net | 392,564 | 413,268 |
Operating lease right of use assets, net | 753,175 | 122,459 |
Other assets | 1,154,881 | 532,500 |
Total assets | 20,797,527 | 8,916,875 |
Current liabilities: | ||
Accounts payable | 1,144,675 | 2,339,985 |
Accrued expenses | 796,094 | 845,881 |
Current portion of operating lease obligations | 113,484 | 159,160 |
Contract liabilities-current | 1,647,469 | 1,707,943 |
Unsecured promissory note payable, net of unamortized discount of $0 and $66,061, respectively | 233,939 | |
Secured convertible notes at fair value - current portion | 1,593,809 | |
Subordinated notes payable - current portion | 11,727 | |
Income taxes payable | 7,158 | 5,934 |
Total current liabilities | 3,720,606 | 6,886,651 |
Long-term liabilities: | ||
Proceeds investment agreement, at fair value | 6,500,000 | |
Subordinated notes payable - long term | 148,273 | |
Operating lease obligation, long term | 723,272 | 44,460 |
Contract liabilities-long term | 1,848,869 | 1,803,143 |
Total liabilities | 6,441,021 | 15,234,254 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Common stock, $0.001 par value; 100,000,000 and 50,000,000 shares authorized, respectively; shares issued: 26,834,709 - 2020 and 12,079,095 - 2019 | 26,835 | 12,079 |
Additional paid in capital | 106,501,396 | 83,216,387 |
Treasury stock, at cost (63,518 shares) | (2,157,225) | (2,157,226) |
Accumulated deficit | (90,014,500) | (87,388,619) |
Total stockholders' equity (deficit) | 14,356,506 | (6,317,379) |
Total liabilities and stockholders' equity (deficit) | $ 20,797,527 | $ 8,916,875 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 123,224 | $ 123,224 |
Due from related parties | 500,000 | 0 |
Net of unamortized discount | $ 0 | $ 66,061 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 50,000,000 |
Common stock, shares issued | 26,834,709 | 12,079,095 |
Treasury stock, shares | 63,518 | 63,518 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Total revenue | $ 10,514,868 | $ 10,441,364 |
Cost of revenue: | ||
Total cost of revenue | 6,452,274 | 7,208,735 |
Gross profit | 4,062,594 | 3,232,629 |
Selling, general and administrative expenses: | ||
Research and development expense | 1,842,800 | 2,005,717 |
Selling, advertising and promotional expense | 2,607,242 | 3,652,434 |
General and administrative expense | 7,276,203 | 9,607,259 |
Patent litigation settlement | (6,000,000) | |
Total selling, general and administrative expenses | 11,726,245 | 9,265,410 |
Operating loss | (7,663,651) | (6,032,781) |
Other income (expense) | ||
Interest income | 47,893 | 37,410 |
Interest expense | (342,379) | (43,373) |
Change in fair value of secured convertible notes | (1,300,252) | (519,821) |
Change in fair value of proceeds investment agreement | 5,250,000 | (3,358,000) |
Gain on the extinguishment of debt | 1,417,413 | |
Secured convertible notes issuance expense | (34,906) | (89,148) |
Total other income (expense) | 5,037,769 | (3,972,932) |
Loss before income tax expense (benefit) | (2,625,881) | (10,005,713) |
Income tax expense (benefit) | ||
Net loss | $ (2,625,881) | $ (10,005,713) |
Net loss per share information: | ||
Basic | $ (0.12) | $ (0.87) |
Diluted | $ (0.12) | $ (0.87) |
Weighted average shares outstanding: | ||
Basic | 21,603,635 | 11,478,618 |
Diluted | 21,603,635 | 11,478,618 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 8,029,457 | $ 7,732,796 |
Cost of revenue: | ||
Total cost of revenue | 5,739,572 | 6,577,347 |
Service and other [Member] | ||
Revenue: | ||
Total revenue | 2,485,411 | 2,708,568 |
Cost of revenue: | ||
Total cost of revenue | $ 712,702 | $ 631,388 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 10,445 | $ 78,117,507 | $ (2,157,226) | $ (77,382,906) | $ (1,412,180) |
Balance, shares at Dec. 31, 2018 | 10,445,445 | ||||
Stock-based compensation | 2,112,090 | 2,112,090 | |||
Restricted common stock grant | $ 522 | (522) | |||
Restricted common stock grant, shares | 522,110 | ||||
Restricted common stock forfeitures | $ (5) | 5 | |||
Restricted common stock forfeitures, shares | (5,370) | ||||
Issuance of common stock upon conversion of secured convertible notes and interest | $ 499 | 697,568 | 698,067 | ||
Issuance of common stock upon conversion of secured convertible notes and interest, shares | 498,625 | ||||
Issuance of common stock In connection with issuance of secured convertible notes | $ 89 | 118,660 | 118,749 | ||
Issuance of common stock In connection with issuance of secured convertible notes, shares | 89,285 | ||||
Issuance of common stock purchase warrants in connection with issuance of secured convertible debentures | 535,739 | 535,739 | |||
Issuance of common stock upon exercise of warrants | $ 529 | 1,563,471 | 1,564,000 | ||
Issuance of common stock upon exercise of warrants, shares | 529,000 | ||||
Issuance of common stock purchase warrants in connection with issuance of unsecured promissory note payable | 71,869 | 71,869 | |||
Net loss | (10,005,713) | (10,005,713) | |||
Balance at Dec. 31, 2019 | $ 12,079 | 83,216,387 | (2,157,226) | (87,388,619) | (6,317,379) |
Balance, shares at Dec. 31, 2019 | 12,079,095 | ||||
Stock-based compensation | 1,462,270 | 1,462,270 | |||
Restricted common stock grant | $ 846 | (846) | |||
Restricted common stock grant, shares | 846,591 | ||||
Restricted common stock forfeitures | $ (37) | 37 | |||
Restricted common stock forfeitures, shares | (36,750) | ||||
Issuance of common stock upon conversion of secured convertible notes and interest | $ 2,625 | 3,022,060 | 3,024,685 | ||
Issuance of common stock upon conversion of secured convertible notes and interest, shares | 2,624,212 | ||||
Issuance of common stock through underwritten public offering at $1.15 per share (net of offering expenses and underwriters' discount) | $ 2,522 | 2,499,614 | 2,502,136 | ||
Issuance of common stock through underwritten public offering at $1.15 per share (net of offering expenses and underwriters' discount), shares | 2,521,740 | ||||
Issuance of common stock through underwritten public offering at $1.65 per share (net of offering expenses and underwriters' discount) | $ 3,554 | 5,346,859 | 5,350,413 | ||
Issuance of common stock through underwritten public offering at $1.65 per share (net of offering expenses and underwriters' discount), shares | 3,554,545 | ||||
Issuance of common stock through underwritten public offering at $2.15 per share (net of offering expenses and underwriters' discount) | $ 2,540 | 4,974,152 | 4,976,692 | ||
Issuance of common stock through underwritten public offering at $2.15 per share (net of offering expenses and underwriters' discount), shares | 2,539,534 | ||||
Issuance of common stock upon exercise of common stock purchase warrants | $ 2,694 | 5,200,428 | 5,203,122 | ||
Issuance of common stock upon exercise of common stock purchase warrants, shares | 2,693,867 | ||||
Issuance of common stock purchase warrants in connection with issuance of secured convertible notes | 721,141 | 721,141 | |||
Issuance of common stock upon exercise of stock options | $ 2 | 7,798 | 7,800 | ||
Issuance of common stock upon exercise of stock options, shares | 1,875 | ||||
Issuance of common stock for services rendered | $ 10 | 30,690 | 30,700 | ||
Issuance of common stock for services rendered, shares | 10,000 | ||||
Issuance of common stock purchase warrants in connection with issuance of unsecured promissory note payable | 20,806 | 20,806 | |||
Net loss | (2,625,881) | (2,625,881) | |||
Balance at Dec. 31, 2020 | $ 26,835 | $ 106,501,396 | $ (2,157,225) | $ (90,014,500) | $ 14,356,506 |
Balance, shares at Dec. 31, 2020 | 26,834,709 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2020$ / shares |
IPO [Member] | |
Common stock issued price per share | $ 1.15 |
IPO One [Member] | |
Common stock issued price per share | 1.65 |
IPO Two [Member] | |
Common stock issued price per share | $ 2.15 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (2,625,881) | $ (10,005,713) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 250,156 | 390,151 |
Stock based compensation | 1,462,270 | 2,112,090 |
Issuance of common stock for services | 30,700 | |
Amortization of debt discount | 86,867 | 5,808 |
Provision for doubtful accounts receivable | 60,000 | |
Interest paid through issuance of common stock | 99,945 | 50,000 |
Gain on extinguishment of debt | (1,417,413) | |
Secured convertible debentures issuance expense | 34,906 | 89,148 |
Change in fair value of secured convertible debentures | 1,300,252 | 519,821 |
Change in fair value of proceeds investment agreement | (5,250,000) | 3,358,000 |
Provision for inventory obsolescence | 275,690 | 856,242 |
(Increase) decrease in: | ||
Accounts receivable - trade | (634,443) | 716,868 |
Accounts receivable - other (including related party) | (1,015,191) | (132,318) |
Inventories | (3,197,552) | 862,406 |
Prepaid expenses | (1,649,603) | 48,313 |
Income tax refund receivable | 44,650 | 45,350 |
Operating lease right of use assets | (630,716) | 378,292 |
Other assets | 177,619 | (275,751) |
Increase (decrease) in: | ||
Accounts payable | (1,195,310) | 1,555,386 |
Accrued expenses | (41,274) | (1,234,786) |
Income taxes payable | 1,224 | 2,245 |
Operating lease obligations | 633,136 | (297,131) |
Contract liabilities | (14,747) | (228,794) |
Net cash used in operating activities | (13,284,715) | (1,124,373) |
Cash Flows from Investing Activities: | ||
Purchases of furniture, fixtures and equipment | (621,860) | (204,013) |
Additions to intangible assets | (77,329) | (62,131) |
Issuance of notes receivable | (800,000) | |
Net cash used in investing activities | (1,499,189) | (266,144) |
Cash Flows from Financing Activities: | ||
Proceeds from unsecured promissory note payable, related party | 319,000 | |
Proceeds from unsecured promissory note payable | 100,000 | 300,000 |
Proceeds from PPP/EIDL Loans | 1,568,900 | |
Repayment of proceeds investment agreement | (1,250,000) | (6,000,000) |
Proceeds from issuance of common stock and warrants, net of issuance costs | 12,829,241 | |
Proceeds from secured convertible debentures | 1,500,000 | 2,500,000 |
Secured convertible debenture issuance expense | (34,906) | (89,148) |
Principal payments on related party note payable | (319,000) | |
Principal payment on unsecured notes payable | (400,000) | (123,457) |
Principal payment on secured convertible debentures | (748,180) | |
Proceeds from issuance of common stock upon exercise of warrants | 5,203,122 | 1,564,000 |
Proceeds from exercising stock options | 7,800 | |
Net cash (used in) provided by financing activities | 18,775,977 | (1,848,605) |
Net increase (decrease) in cash and cash equivalents | 4,002,073 | (3,239,122) |
Cash, cash equivalents, beginning of year | 359,685 | 3,598,807 |
Cash, cash equivalents, end of year | 4,361,758 | 359,685 |
Supplemental disclosures of cash flow information: | ||
Cash payments for interest | 128,911 | 30,937 |
Cash payments for income taxes | 4,776 | 3,755 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Restricted common stock grant | 846 | 522 |
Restricted common stock forfeitures | 37 | 5 |
Impact of Adoption of ASC 842 - obtaining right of use asset for lease liability | 500,751 | |
Amounts allocated to common stock purchase warrants in connection with proceeds from secured convertible debentures | 741,947 | 535,739 |
Issuance of common stock upon conversion of secured convertible notes | 2,924,740 | 648,067 |
Issuance of common stock related to the issuance of secured convertible notes | 118,749 | |
Amounts allocated to common stock purchase warrants in connection with issuance of unsecured promissory note payable | $ 71,869 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc. and Shield Products, LLC collectively, “Digital Ally,” “Digital,” and the “Company”) produces digital video imaging, storage products and disinfectant and related safety products for use in law enforcement, security and commercial applications. The Company’s products include, among others; in-car digital video/audio recorders contained in a rear-view mirror for use in law enforcement and commercial fleets; a system that provides its law enforcement customers with audio/video surveillance from multiple vantage points and hands-free automatic activation of body-worn cameras and in-car video systems; a miniature digital video system designed to be worn on an individual’s body; and cloud storage solutions. The Company has recently added two new lines of branded products: (1) the ThermoVu™ line, which is a line of self-contained temperature monitoring stations that provides alerts and controls facility access when an individual’s temperature exceeds a pre-set threshold and (2) the Shield™ disinfectant and cleanser line, which is for use against viruses and bacteria and which we began offering to the Company’s law enforcement and commercial customers beginning late in the second quarter of 2020. Both product lines are manufactured by third parties. In addition, the Company has active research and development programs to adapt its technologies to other applications. It can integrate electronic, radio, computer, mechanical, and multi-media technologies to create unique solutions to address needs in a variety of other industries and markets, including mass transit, school bus, taxicab and the military. The Company sells its products to law enforcement agencies, private security customers and organizations, and consumer and commercial fleet operators through direct sales domestically and third-party distributors internationally. The Company was originally incorporated in Nevada on December 13, 2000 as Vegas Petra, Inc. and had no operations until 2004. On November 30, 2004, Vegas Petra, Inc. entered into a Plan of Merger with Digital Ally, Inc., at which time the merged entity was renamed Digital Ally, Inc. The following is a summary of the Company’s Significant Accounting Policies: Basis of Consolidation: The accompanying financial statements include the consolidated accounts of Digital Ally and its wholly-owned subsidiaries, Digital Ally International, Inc. and Shield Products, LLC. All intercompany balances and transactions have been eliminated during consolidation. The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Shield Products, LLC in May 2020 to facilitate the sales of its Shield™ line of disinfectant/cleanser products and ThermoVu™ line of temperature monitoring equipment. Fair Value of Financial Instruments: The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. The Company accounts for its secured convertible debentures and proceeds investment agreement on a fair value basis. Revenue Recognition: The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situation where sales are to a distributor, the Company had concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement product. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. The Company sells its products and services to law enforcement and commercial customers in the following manner: ● Sales to domestic customers are made direct to the end customer (typically a law enforcement agency or a commercial customer) through its sales force, which is composed of its employees. Revenue is recorded when the product is shipped to the end customer. ● Sales to international customers are made through independent distributors who purchase products from the Company at a wholesale price and sell to the end user (typically law enforcement agencies or a commercial customer) at a retail price. The distributor retains the margin as its compensation for its role in the transaction. The distributor generally maintains product inventory, customer receivables and all related risks and rewards of ownership. Accordingly, upon application of steps one through five above, revenue is recorded when the product is shipped to the distributor consistent with the terms of the distribution agreement. ● Repair parts and services for domestic and international customers are generally handled by its inside customer service employees. Revenue is recognized upon shipment of the repair parts and acceptance of the service or materials by the end customer. Sales taxes collected on products sold are excluded from revenues and are reported as accrued expenses in the accompanying balance sheets until payments are remitted. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. Contracts with some of the Company’s customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”). The Company determined SSP for all the performance obligations using observable inputs, such as standalone sales and historical pricing. SSP is consistent with the Company’s overall pricing objectives, taking into consideration the type of service being provided. SSP also reflects the amount the Company would charge for the performance obligation if it were sold separately in a standalone sale. Multiple performance obligations consist of product, software, cloud subscriptions and extended warranties. The Company’s multiple performance obligations may include future in-car or body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the year ended December 31, 2020, the Company recognized revenue of $1.6 million related to its contract liabilities at January 1, 2020. Total contract liabilities consist of the following: Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. Total contract liabilities consist of the following: December 31, 2020 December 31, 2019 Contract liabilities, current $ 1,647,469 $ 1,707,943 Contract liabilities, non-current 1,848,869 1,803,143 Total contract liabilities $ 3,496,338 $ 3,511,086 Sales returns and allowances aggregated $26,069 and $134,825 for the years ended December 31, 2020 and 2019, respectively. Obligations for estimated sales returns and allowances are recognized at the time of sales on an accrual basis. The accrual is determined based upon historical return rates adjusted for known changes in key variables affecting these return rates. Revenues for the years ended December 31, 2020 and 2019 were derived from the following sources: Year ended December 31, 2020 2019 DVM-800 $ 2,499,588 $ 3,756,544 ThermoVU 1,466,306 — Shield disinfectants/sanitizers 176,918 — Repair and service 1,331,071 1,505,849 FirstVu HD 1,383,822 1,264,457 DVM-250 Plus 339,008 1,133,557 Cloud service revenue 937,218 754,586 VuLink 170,415 140,392 EVO 931,889 287,012 Accessories and other revenues 1,278,633 1,598,967 $ 10,514,868 $ 10,441,364 Use of Estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, proceeds investment agreement and convertible debt, the recognition of revenue, inventory valuation reserve, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and cash equivalents: Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of the secured convertible debentures are presented as restricted cash separate from cash and cash equivalents on the accompanying balance sheet. Accounts Receivable: Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a weekly basis. 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. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than thirty (30) days beyond terms. No interest is charged on overdue trade receivables. Inventories: Inventories consist of electronic parts, circuitry boards, camera parts and ancillary parts (collectively, “components”), work-in-process and finished goods, and are carried at the lower of cost or market, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventory costs include material, labor and manufacturing overhead. Service inventories that exceed the estimated requirements for the next 12 months based on recent usage levels are reported as other long-term assets. Management has established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. Manufacturing inventory is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. To support our world-wide service operations, we maintain service spare parts inventory, which consists of both consumable and repairable spare parts. Consumable service spare parts are used within our service business to replace worn or damaged parts in a system during a service call and are generally classified in current inventory as our stock of this inventory turns relatively quickly. However, if there has been no recent usage for a consumable service spare part, but the part is still necessary to support systems under service contracts, the part is considered to be non-current and included within non-current inventories within our consolidated balance sheet. Consumables are charged to cost of goods sold when issued during the service call. As these service parts age over the related product group’s post-production service life, we reduce the net carrying value of our repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of our systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in our consolidated balance sheet is reduced to zero. We also perform periodic monitoring of our installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. Furniture, fixtures and equipment: Furniture, fixtures and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from three to ten years. Amortization expense on capitalized leases is included with depreciation expense. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. Intangible assets: Intangible assets include deferred patent costs and license agreements. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain the exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. Leases: The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, the Company will evaluate whether to account for the lease as an operating or finance lease. Operating leases are included in the right of use assets (ROU) and operating lease liabilities on the consolidated balance sheet as of December 31, 2020. Finance leases would be included in furniture, fixtures and equipment, net and long-term debt and finance lease obligations on the balance sheet. The Company had operating leases for copiers and its office and warehouse space at December 31, 2020 but no financing leases. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the operating lease liabilities if the operating lease does not provide an implicit rate. Lease terms may include the option to extend when Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short term leases. Secured convertible debentures: The Company has elected to record its debentures at fair value. Accordingly, the debentures are marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the debentures were expensed as incurred in the Consolidated Statement of Operations. Proceeds investment agreement: The Company has elected to record its proceeds investment agreement at its fair value. Accordingly, the proceeds investment agreement will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the proceeds investment agreement were expensed as incurred in the Consolidated Statement of Operations. Senior Convertible Notes: The Company has elected to record its senior convertible notes at its fair value. Accordingly, the senior convertible notes will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the senior convertible notes were expensed as incurred in the Consolidated Statement of Operations. Long-Lived Assets: Long-lived assets such as furniture, fixtures and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party appraisals, as considered necessary. Warranties: The Company’s products carry explicit product warranties that extend up to two years from the date of shipment. The Company records a provision for estimated warranty costs based upon historical warranty loss experience and periodically adjusts these provisions to reflect actual experience. Accrued warranty costs are included in accrued expenses. Extended warranties are offered on selected products and when a customer purchases an extended warranty the associated proceeds are treated as contract liabilities and recognized over the term of the extended warranty. Shipping and Handling Costs: Shipping and handling costs for outbound sales orders totaled $74,721 and $65,312 for the years ended December 31, 2020 and 2019, respectively. Such costs are included in general and administrative expenses in the Consolidated Statements of Operations. Advertising Costs: Advertising expense includes costs related to trade shows and conventions, promotional material and supplies, and media costs. Advertising costs are expensed in the period in which they are incurred. The Company incurred total advertising expense of approximately $990,975 and $1,019,707 for the years ended December 31, 2020 and 2019, respectively. Such costs are included in selling, advertising and promotional expenses in the Consolidated Statements of Operations. Income Taxes: Deferred taxes are provided for by the liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740 - Income Taxes that provides a framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present, and disclose in its financial statements uncertain tax positions taken or expected to be taken on a tax return. It initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, and it recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As it obtains additional information, the Company may need to periodically adjust its recognized tax positions and tax benefits. These periodic adjustments may have a material impact on its Consolidated Statements of Operations. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. There was no interest expense related to the underpayment of estimated taxes during the years ended December 31, 2020 and 2019. There were no penalties in 2020 and 2019. The Company is subject to taxation in the United States and various states. As of December 31, 2020, the Company’s tax returns filed for 2017, 2018, and 2019 and to be filed for 2020 are subject to examination by the relevant taxing authorities. With few exceptions, as of December 31, 2020, the Company is no longer subject to Federal, state, or local examinations by tax authorities for years before 2017. Research and Development Expenses: The Company expenses all research and development costs as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility were not significant, and software development costs were expensed as incurred during 2020 and 2019. Common Stock Purchase Warrants: The Company has common stock purchase warrants outstanding that are accounted for as equity based on their relative fair value and are not subject to re-measurement. Stock-Based Compensation: The Company grants stock-based compensation to its employees, board of directors and certain third-party contractors. Share-based compensation arrangements may include the issuance of options to purchase common stock in the future or the issuance of restricted stock, which generally are subject to vesting requirements. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. The Company estimates the grant-date fair value of stock-based compensation using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows: ● Expected term is determined using the contractual term and vesting period of the award; ● Expected volatility of award grants made in the Company’s plan is measured using the weighted average of historical daily changes in the market price of the Company’s common stock over the period equal to the expected term of the award; ● Expected dividend rate is determined based on expected dividends to be declared; ● Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and ● Forfeitures are accounted for as they occur. Segments of Business: The Company has determined that its operations are comprised of one reportable segment: the sale of digital audio and video recording and speed detection devices. For the year ended December 31, 2020 and 2019, sales by geographic area were as follows: Year ended December 31, 2020 2019 Sales by geographic area: United States of America $ 10,425,494 $ 10,251,259 Foreign 89,374 190,105 $ 10,514,868 $ 10,441,364 Sales to customers outside of the United States are denominated in U.S. dollars. All Company assets are physically located within the United States. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. New Accounting Standards In 2020, FASB issued ASU No. 2020-06 to simplify the accounting for convertible debt instruments as the current accounting guidance was determined to be unnecessarily complex and difficult to navigate. The ASU primarily does three things: (1) The ASU eliminates the beneficial conversion feature model and the cash conversion model. The elimination of these models will result in more convertible instruments (convertible debt instruments or convertible preferred stock instruments) being reported as a single liability instrument. The ASU also makes targeted improvements to the related disclosures, (2) The ASU eliminates certain settlement conditions that are required to qualify for derivative scope exception which will allow for less equity contracts to be accounted for as a derivative and (3) The ASU aligns the diluted EPS calculation for convertible instruments by requiring the use of the if-converted method and requiring share settlement be included in the calculation when the contract includes an option of cash or share settlement. In 2020, FASB issued ASU No. 2020-01 which represents a consensus of the Emerging Issues Task Force and it clarifies certain items related to ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU (1) clarifies that when an entity is either applying the equity method or upon discontinuing the equity method it should consider observable price changes in orderly transactions for the identical or a similar investment with the same issuer for valuing basis of the investment and (2) clarifies that when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases The Company adopted the new guidance on January 1, 2019 using the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. The Company has completed its assessment of the impact of the standard and determined that the only lease that the Company held was an operating lease for its office and warehouse space. Upon adoption of the standard, the Company recorded Right of Use (ROU) assets of approximately $501,000 and lease liabilities of approximately $582,000 related to it office and warehouse space operating leases. The Company also removed deferred rent of approximately $81,000 when adopting the new guidance. For financial liabilities measured using the fair value option in ASC 825, ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, issued in January 2016, requires entities to recognize the changes in fair value of liabilities caused by a change in instrument specific credit risk (own credit risk) in other comprehensive income. The ASU is effective for calendar-year public business entities beginning in 2018. For all other calendar-year entities, it is effective for annual periods beginning in 2019 and interim periods beginning in 2020. Entities can early adopt certain provisions of the new standard, including this provision related to financial liabilities measured under the fair value option. We have considered this guidance and its impact on this debt accounted for at fair value. Based on discussions with our valuation expert and knowledge of the Company there was no change in valuation caused by a change in the Company’s credit risk during the period ending December 31, 2020. ASU 2018-09, Codification improvements, clarifies the accounting for a debt extinguishment when the fair value option is elected. Upon extinguishment an entity shall include in net income the cumulative amount of the gai |
Concentration of Credit Risk an
Concentration of Credit Risk and Major Customers | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Major Customers | NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. Sales to domestic customers are typically made on credit and the Company generally does not require collateral while sales to international customers require payment before shipment or backing by an irrevocable letter or credit. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for estimated losses. Accounts are written off when deemed uncollectible and accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts totaled $123,224 as of December 31, 2020 and $123,224 as of December 31, 2019. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2020 and 2019, the uninsured balance amounted to $3,653,192 and $-0-, respectively. The Company uses primarily a network of unaffiliated distributors for international sales and employee-based direct sales force for domestic sales. No international distributor individually exceeded 10% of total revenues and no customer receivable balance exceeded 10% of total accounts receivable for the years ended December 31, 2020 and 2019. The Company purchases finished circuit boards and other proprietary component parts from suppliers located in the United States and on a limited basis from Asia. Although the Company obtains certain of these components from single source suppliers, it generally owns all tooling and management has located alternative suppliers to reduce the risk in most cases to supplier problems that could result in significant production delays. The Company has not historically experienced significant supply disruptions from any of its principal vendors and does not anticipate future supply disruptions. The Company acquires most of its components on a purchase order basis and does not have long-term contracts with its suppliers. |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable - Allowance for Doubtful Accounts | NOTE 3. ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts receivable was comprised of the following for the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Beginning balance $ 123,224 $ 70,000 Provision for bad debts — 60,000 Charge-offs to allowance, net of recoveries — (6,776 ) Ending balance $ 123,224 $ 123,224 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4. INVENTORIES Inventories consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Raw material and component parts $ 3,186,426 $ 4,481,611 Work-in-process 1,907 35,858 Finished goods 6,974,291 4,906,956 Subtotal 10,162,625 9,424,425 Reserve for excess and obsolete inventory (1,960,351 ) (4,144,013 ) Total inventories $ 8,202,274 $ 5,280,412 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $138,263 and $80,711 as of December 31, 2020 and 2019, respectively. |
Furniture, Fixtures and Equipme
Furniture, Fixtures and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Furniture, Fixtures and Equipment | NOTE 5. FURNITURE, FIXTURES AND EQUIPMENT Furniture, fixtures and equipment consisted of the following at December 31, 2020 and 2019: Estimated Useful Life December 31, 2020 December 31, 2019 Building 30 years $ 422,441 $ — Office furniture, fixtures and equipment 3-10 years 232,472 397,795 Warehouse and production equipment 3-5 years 96,415 210,700 Demonstration and tradeshow equipment 2-5 years 107,241 252,001 Leasehold improvements 2-5 years 289,865 163,170 Rental equipment 1-3 years 71,548 93,923 Total cost 1,219,983 1,117,591 Less: accumulated depreciation and amortization (553,183 ) (920,528 ) Net furniture, fixtures and equipment $ 666,800 $ 197,063 Depreciation and amortization of furniture, fixtures and equipment aggregated $62,048 and $254,491 for the years ended December 31, 2020 and 2019, respectively. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. The Company retired fixed assets during 2020 totaling $519,468, all of which were fully depreciated resulting in no gain or loss for the year ended December 31, 2020. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6. INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Gross value Accumulated amortization Net carrying value Gross value Accumulated amortization Net carrying value Amortized intangible assets: Licenses $ 104,099 $ 52,872 $ 51,227 $ 73,893 $ 41,785 $ 32,108 Patents and Trademarks 264,490 135,236 129,254 542,420 326,220 216,200 368,589 188,108 180,481 616,313 368,005 248,308 Unamortized intangible assets: Patents and trademarks pending 212,083 — 212,083 164,960 — 164,960 Total $ 580,672 $ 188,108 $ 392,564 $ 781,273 $ 368,005 $ 413,268 Patents and trademarks pending will be amortized beginning at the time they are issued by the appropriate authorities. If issuance of the final patent or trademark is denied, then the amount deferred will be immediately charged to expense. Amortization expense for the years ended December 31, 2020 and 2019 was $188,108 and $135,660, respectively. Estimated amortization for intangible assets with definite lives for the next five years ending December 31 and thereafter is as follows: Year ending December 31: 2021 $ 89,478 2022 63,909 2023 1,950 2024 1,510 2025 and thereafter 23,634 $ 180,481 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Obligations | NOTE 7. DEBT OBLIGATIONS Debt obligations is comprised of the following: December 31, 2020 December 31, 2019 Economic injury disaster loan (EIDL) $ 150,000 $ — Payroll protection program loan (PPP) 10,000 — 2019 Secured convertible notes, at fair value — 1,593,809 2018 Proceeds investment agreement, at fair value — 6,500,000 Unsecured promissory note payable, less unamortized discount of $-0- and $66,061 at December 31, 2020 and 2019, respectively — 233,939 Debt obligations 160,000 8,327,748 Less: current maturities of debt obligations 11,727 1,827,748 Debt obligations, long-term $ 148,273 $ 6,500,000 Debt obligations mature as follows as of December 31, 2020: December 31, 2020 2021 $ 6,218 2022 6,206 2023 3,166 2024 3,286 2025 and thereafter 141,124 Total $ 160,000 2020 Small Business Administration Notes On May 4, 2020, the Company issued a promissory note in connection with the receipt of the PPP Loan of $1,418,900 under the SBA’s PPP Program under the CARES Act. The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for nine months after the date of disbursement and total $79,850.57 per month thereafter. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory note contains events of default and other provisions customary for a loan of this type. The PPP provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company intends to use the majority of the PPP Loan amount for qualifying expenses and to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. The Company is in process of applying for forgiveness of the PPP Loan. On December 10, 2020, the Company was fully forgiven of its $1,418,900 PPP Loan, thus we recorded a gain on the extinguishment of debt in the amount of $1.4 million in the line item “Gain on Extinguishment of Debt” in our Consolidated Statements of Operations. On May 12, 2020 the Company received $150,000 in loan funding from the SBA under the EIDL program administered by the SBA, which program was expanded pursuant to the recently enacted CARES Act. The EIDL is evidenced by an unsecured promissory note, dated May 8, 2020, in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the note issued under the EIDL program, interest accrues on the outstanding principal at the rate of 3.75% per annum. The term of such note is thirty years, though it may be payable sooner upon an event of default under such note. Monthly principal and interest payments are deferred for twelve months after the date of disbursement and total $731.00 per month thereafter. Such note may be prepaid in part or in full, at any time, without penalty. The Company granted the secured party a continuing interest in and to any and all collateral, including but not limited to tangible and intangible personal property. 2020 Secured Convertible Notes On April 17, 2020, the Company entered into a securities purchase agreement with several accredited investors providing for the issuance of (i) the Company’s 8% secured convertible notes due April 16, 2021 with a principal face amount of $1,666,666, which convertible notes are, subject to certain conditions, convertible into 1,650,164 shares of the Company’s common stock, at a price per share of $1.01 (the “2020 Convertible Notes”), and (ii) five-year warrants to purchase an aggregate of 1,237,624 shares of Common Stock at an exercise price of $1.31, which warrants are immediately exercisable upon issuance and on a cashless basis if the Warrants have not been registered 180 days after the date of issuance. The accredited investors purchased the foregoing securities for an aggregate cash purchase price of $1,500,000. Under the purchase agreement, the convertible notes and warrants contain provisions whereby the accredited investors are prohibited from exercising their rights to convert the notes or exercise the warrants if, as a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The Company elected to account for the secured convertible notes on the fair value basis. Therefore, the Company determined the fair value of the secured convertible notes and the common stock purchase warrants which yielded estimated fair values of the secured convertible notes including their embedded derivatives and the detachable common stock purchase warrants. The following represents the resulting fair value as determined on April 17, 2020, the date of origination: Secured convertible notes $ 778,859 Common stock purchase warrants 721,141 Gross cash proceeds $ 1,500,000 During the year ended December 31, 2020, the holders of the 2020 Convertible Notes exercised their right to convert principal balances aggregating $1,665,666 into equity. In addition, on June 12, 2020, the Company exercised its right to prepay in cash the remaining outstanding principal balance aggregating $1,000. There remains no outstanding 2020 Convertible notes as of December 31, 2020 as a result of these conversions and prepayments. Under the fair value basis, the Company determines the fair value of the secured convertible notes and adjusts the carrying value of the secured convertible notes at each reporting date with the resulting charge or credit being reflected in the consolidated statement of operations. Following is an analysis of the activity in the secured convertible notes during the year ended December 31, 2020: Amount Balance at December 31, 2019 $ — Issuance of 2020 convertible notes at fair value 778,859 Principal repaid during the period by issuance of common stock (1,665,666 ) Principal repaid during the period by payment of cash (1,000 ) Change in fair value of secured convertible note during the period 887,807 Balance at December 31, 2020 $ — Following is a range of certain estimates and assumptions utilized as of the April 17, 2020 issuance date to determine the fair value of secured convertible notes: April 17, 2020 Assumptions Volatility – range 90 % Risk-free rate 0.36 % Contractual term 1.0 years Stock price $ 0.92 Debt yield 132.2 % Under the fair value basis, legal, accounting, and miscellaneous costs directly related to the issuance of the secured convertible notes are charged to expense as incurred. A total of $34,906 and $-0- of such issuance costs were charged to operations during the years ended December 31, 2020 and 2019, respectively. 2019 Secured Convertible Notes On August 5, 2019, the Company, entered into a securities purchase agreement with several accredited investors providing for the issuance of (i) the Company’s 8% secured convertible notes due August 4, 2020 with a principal face amount of $2,777,777.78, which convertible notes are, subject to certain conditions, convertible into 1,984,126 shares of the Company’s common stock, at a price per share of $1.40; (ii) five-year warrants to purchase an aggregate of 571,428 shares of Common Stock at an exercise price of $1.8125, which warrants are immediately exercisable upon issuance and on a cashless basis if the Warrants have not been registered 180 days after the date of issuance; and (iii) the issuance of shares of common stock equal to 5% of the aggregate purchase price of the convertible notes, with an aggregate value of $125,000 (the “Commitment Shares”). The accredited investors purchased the foregoing securities for an aggregate cash purchase price of $2,500,000. Pursuant to the purchase agreement, an aggregate of $1,153,320 in principal amount of convertible notes (the “Registered Notes”), the conversion shares underlying the Registered Notes and all of the Commitment Shares were issued to the accredited investors in a registered direct offering pursuant to a prospectus supplement to the Company’s currently effective shelf registration statement on Form S-3. Accordingly, $1,153,320 in original principal amount of our convertible notes were issued as Registered Notes pursuant to the shelf registration statement and therefore freely tradable. In a related transaction and in accordance with the purchase agreement, the Company issued to the accredited investors in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, (1) the remaining aggregate of $1,624,457.78 in principal amount of convertible notes, (2) the shares of common stock issuable from time to time upon conversion of such convertible notes, and (3) the common shares underlying the common stock purchase warrants. On September 5, 2019, the Company filed a Registration Statement on Form S-1 covering the securities issued in the concurrent private placement including an aggregate of $1,624,457.78 in principal amount of previously non-registered convertible notes, the shares of common stock issuable from time to time upon conversion of such non-registered convertible notes and the common stock underlying the common stock purchase warrants. Such Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on September 12, 2019. In connection with the purchase agreement, the Company and its subsidiary entered into a security agreement, dated as of August 5, 2019, with the investors, pursuant to which the Company and its subsidiary granted a security interest in, among other items, the Company and its subsidiary’s accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds, as set forth in the security agreement. In addition, pursuant to an intellectual property security agreement, dated as of August 5, 2019, the Company granted a continuing security interest in all of the Company’s right, title and interest in, to and under certain of the Company’s trademarks, copyrights and patents. In addition, the Company’s subsidiary jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the convertible notes pursuant to a subsidiary guarantee. Under the purchase agreement, the convertible notes and warrants contain provisions whereby the accredited investors are prohibited from exercising their rights to convert the notes or exercise the warrants if, as a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The Company elected to account for the secured convertible notes on the fair value basis. Therefore, the Company determined the fair value of the (1) secured convertible notes, (2) the Commitment Shares and (3) the common stock purchase warrants which yielded estimated fair values of the secured convertible notes including their embedded derivatives, the Commitment Shares and the detachable common stock purchase warrants. The following represents the resulting fair value as determined on August 5, 2019, the date of origination: Secured convertible notes $ 1,845,512 Common stock issued as Commitment Shares 118,749 Common stock purchase warrants 535,739 Gross cash proceeds $ 2,500,000 Under the fair value basis, the Company determines the fair value of the secured convertible notes and adjusts the carrying value of the secured convertible notes at each reporting date with the resulting charge or credit being reflected in the consolidated statement of operations. Following is an analysis of the activity in the secured convertible notes during the years ended December 31, 2020 and 2019: Amount Balance at December 31, 2018 — Issuance of convertible notes on August 5, 2019, at fair value 1,845,512 Principal repaid during the period by issuance of common stock (648,067 ) Principal repaid during the period by payment of cash (123,457 ) Change in fair value of secured convertible note during the period 519,821 Balance at December 31, 2019 $ 1,593,809 Principal repaid during the period by issuance of common stock (1,259,074 ) Principal repaid during the period by payment of cash (747,180 ) Change in fair value of secured convertible note during the period 412,445 Balance at December 31, 2020 $ — Following is a range of certain estimates and assumptions utilized as of December 31, 2020 to determine the fair value of secured convertible notes: December 31, 2019 Assumptions Volatility – range 115 % Risk-free rate 1.60 % Contractual term 0.6 years Calibrated stock price $ 1.06 Debt yield 123.6 % Under the fair value basis, legal, accounting, and miscellaneous costs directly related to the issuance of the secured convertible notes are charged to expense as incurred. A total of $-0- and $89,148 of such issuance costs were charged to operations during the years ended December 31, 2020 and 2019, respectively. 2018 Proceeds Investment Agreement On July 31, 2018, the Company entered into a Proceeds Investment Agreement (the “PIA Agreement”) with Brickell Key Investments LP (“BKI”), pursuant to which BKI funded an aggregate of $500,000 (the “First Tranche”) to be used (i) to fund the Company’s litigation proceedings relating to the infringement of certain patent assets listed in the PIA Agreement and (ii) to repay the Company’s existing debt obligations and for certain working capital purposes set forth in the PIA Agreement. Pursuant to the PIA Agreement, BKI was granted an option to provide the Company with an additional $9.5 million, at BKI’s sole discretion (the “Second Tranche”). On August 21, 2018, BKI exercised its option on the Second Tranche for $9.5 million which completed the $10 million funding. Pursuant to the PIA Agreement and in consideration for the $10 million in funding, the Company agreed to assign to BKI (i) 100% of all gross, pre-tax monetary recoveries paid by any defendant(s) to the Company or its affiliates agreed to in a settlement or awarded in judgment in connection with the patent assets, plus any interest paid in connection therewith by such defendant(s) (the “Patent Assets Proceeds”), up to the minimum return (as defined in the Agreement) and (ii) if BKI has not received its minimum return by the earlier of a liquidity event (as defined in the Agreement) and July 31, 2020, then the Company agreed to assign to BKI 100% of the Patent Asset Proceeds until BKI has received an amount equal to the minimum return on $4.0 million. Pursuant to the PIA Agreement, the Company granted BKI (i) a senior security interest in the Patent Assets, the claims (as defined in the Agreement) and the Patent Assets Proceeds until such time as the minimum return is paid, in which case, the security interest on the patent assets, the claims and the Patent Assets Proceeds will be released, and (ii) a senior security interest in all other assets of the Company until such time as the minimum return is paid on $4.0 million, in which case, the security interest on such other assets will be released. The security interest is enforceable by BKI if the Company is in default under the PIA Agreement which would occur if (i) the Company fails, after five (5) days’ written notice, to pay any due amount payable to BKI under the PIA Agreement, (ii) the Company fails to comply with any provision of the PIA Agreement or any other agreement or document contemplated under the PIA Agreement, (iii) the Company becomes insolvent or insolvency proceedings are commenced (and not subsequently discharged) with respect to the Company, (iv) the Company’s creditors commence actions against the Company (which are not subsequently discharged) that affect material assets of the Company, (v) the Company, without BKI’s consent, incurs indebtedness other than immaterial ordinary course indebtedness up to $500,000, (vi) the Company fails, within five (5) business days following the closing of the second tranche, to fully satisfy its obligations to certain holders of the Company’s senior secured convertible promissory notes listed in the PIA Agreement and fails to obtain unconditional releases from such holders as to the Company’s obligations to such holders and the security interests in the Company held by such holders or (vii) there is an uncured non-compliance of the Company’s obligations or misrepresentations by the Company under the PIA Agreement. Under the PIA Agreement, the Company issued BKI a warrant to purchase up to 465,712 shares of the Company’s common stock, par value $0.001 per share (the “PIA Warrant”), at an exercise price of $2.60 per share provided that the holder of the PIA Warrant will be prohibited from exercising the PIA Warrant if, as a result of such exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, such holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The PIA Warrant is exercisable for five years from the date of issuance and is exercisable on a cashless exercise basis if there is no effective registration statement. No contractual registration rights were given. The Company elected to account for the PIA on the fair value basis. Therefore, the Company determined the fair value of the PIA and PIA Warrants which yielded estimated fair values of the PIA including their embedded derivatives and the detachable PIA Warrants as follows: Proceeds investment agreement $ 9,067,513 Common stock purchase warrants 932,487 Gross cash proceeds $ 10,000,000 The Company utilized a probability weighted present value of expected patent asset proceeds for the litigation involving both Axon and WatchGuard (see Note 12 – Commitments and Contingencies) which involved estimates of the amount and timing of the expected patent asset proceeds from the alleged patent infringement. The fair value of the PIA is updated for actual and estimated activity affecting the probability weighted present value of expected patent asset proceeds at each reporting date with the change charged/credited to operations. Following is a range of certain estimates and assumptions utilized as of December 31, 2019 to probability weighted present value of expected patent asset proceeds for the litigation involving both Axon and WatchGuard: December 31, 2019 Discount rate 3.0% - 16.6 % Expected term to patent asset proceeds payment 0.58 years - 4 years Probability of success 5.9% - 38.5 % Estimated minimum return payable to BKI $ 21 million Negotiation discount 43.3 % During 2019, the Company settled its patent infringement litigation with WatchGuard whereby it received a lump-sum payment of $6.0 million as further described in Note 12. In accordance with the terms of the PIA, the Company remitted the $6.0 as a principal payment toward its minimum return payment obligations under the PIA. The Company recorded the receipt of the $6,000,000 settlement as Patent litigation settlement income in the accompanying consolidated statement of operations. On July 20, 2020, the Company and BKI executed a Termination Agreement and Mutual Release (the “Termination Agreement”). Under the terms of the Termination Agreement the parties agreed to terminate the PIA and to release each other from any further liability under the PIA obligation. Under the terms of the Termination Agreement, upon payment of $1,250,000 by the Company to BKI both parties agreed to terminate the PIA and to release each other from any further liability thereunder. Such $1,250,000 payment was made on July 22, 2020. In addition to the $1,250,000 payment, the Company further agreed to pay BKI the following: (a) a contingent payment in the amount of $2,750,000 following the closing of an asset purchase, membership interest purchase, or similar transaction between the Company and a specified third-party (the “Purchase Transaction”) and (b) any and all future proceeds received from Watchguard and its successors and assigns by the Company for WatchGuard’s use of U.S. Patent Nos. 8,781,292 and 9,253,452. For clarity, the Company and BKI further agreed that the payment of the contingent payment would only be due and payable upon the closing of the specified Purchase Transaction and the relevant contingent payment portion of the Termination Agreement, and any obligations stemming therefrom, would automatically terminate if the specified Purchase Transaction is abandoned prior to its closing, including its failure to close within three years from the date of the Termination Agreement. The parties abandoned the Purchase Transaction during the year ended December 31, 2020 and therefore, the contingent payment obligation automatically terminated as the specified Purchase Transaction was abandoned prior to its closing. Furthermore, the Company does not anticipate any future recoveries from Watchguard and its successors and assigns relative to WatchGuard’s use of U.S. Patent Nos. 8,781,292 and 9,253,452. As a result, the PIA obligation was extinguished upon the payment of the $1,250,000 required under the Termination Agreement. The following represents activity in the PIA during the years ended December 31, 2020 and 2019: Beginning balance as of January 1, 2019 $ 9,142,000 Repayment of obligation (6,000,000 ) Change in the fair value during the period 3,358,000 Ending balance as of December 31, 2019 $ 6,500,000 Beginning Balance as of January 1, 2020 $ 6,500,000 Repayment of obligation (1,250,000 ) Change in fair value during the period (5,250,000 ) Ending balance as of December 31, 2020 $ - Unsecured Promissory Note Payable On December 23, 2019, the Company, borrowed $300,000 under an unsecured note payable to a private, third-party lender. The promissory note bears interest at the rate of 8% per annum with principal and accrued interest payable on or before its maturity date of March 31, 2020. The Company granted the lender warrants exercisable to purchase a total of 107,000 shares of its common stock at an exercise price of $1.40 per share until December 23, 2024. When determining the fair value of these warrants, the assumptions utilized in the Black-Scholes model include the expected volatility of stock price of 86%, discount rate of 1.75%, and expected dividends of 0%. The Company allocated $71,869 of the proceeds of the promissory note to additional paid-in-capital, which represented the grant date relative fair value of the warrants issued to the lender. The discount will be amortized to interest expense ratably over the term of the promissory note which approximates the effective interest method. The amortization of discount resulted in $66,061 and $5,808 of the discount amortized to interest expense during the years ended December 31, 2020 and 2019, respectively. On January 17, 2020, the Company borrowed $100,000 under an unsecured note payable to a private, third-party lender. The promissory note bore interest at the rate of 8% per annum with principal and accrued interest payable on or before its maturity date of April 17, 2020. The Company granted the lender warrants exercisable to purchase a total of 35,750 shares of its common stock at an exercise price of $1.40 per share until January 17, 2025. When determining the fair value of these warrants, the assumptions utilized in the Black-Scholes model include the expected volatility of stock price of 86%, discount rate of 2%, and expected dividends of 0%. The Company allocated $20,806 of the proceeds of the promissory note to additional paid-in-capital, which represented the grant date relative fair value of the warrants issued to the lender. The note was repaid in full on March 12, 2020 and the discount was amortized to interest expense through the date of payment. The amortization of discount resulted in $20,806 of the discount amortized to interest expense during the year ended December 31, 2020. Unsecured Promissory Notes Payable – Related party During February and April 2020, the Company borrowed a total of $319,000 from the Company’s Chairman, CEO & President under an unsecured promissory note bearing interest at 6% through its May 28, 2020 maturity date. The proceeds from the note were used for general corporate purposes. The principal balance and related accrued interest were paid in full during the year ended December 31, 2020. Total interest accrued and paid on this note was $5,236. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 8. FAIR VALUE MEASUREMENT In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value) The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Secured convertible debentures $ — $ — $ — $ — Proceeds investment agreement — — — — $ — $ — $ — $ — December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Secured convertible debentures $ — $ — $ 1,593,809 $ 1,593,809 Proceeds investment agreement — — 6,500,000 6,500,000 $ — $ — $ 8,093,809 $ 8,093,809 The following table represents the change in Level 3 tier value measurements: 2019 2020 Secured Secured Proceeds Convertible Convertible Investment Notes Notes Agreement Total Balance, December 31, 2018 $ — $ — $ 9,142,000 $ 9,142,000 Principal payments made on debentures — — (6,000,000 ) (6,000,000 ) New secured convertible debentures 1,845,512 — — 1,845,512 Conversion of secured convertible debentures (648,067 ) — — (648,067 ) Repayment of 2019 secured convertible notes (123,457 ) — — (123,457 ) Change in fair value of secured convertible debentures and proceeds investment agreement 519,821 — 3,358,000 3,877,821 Balance, December 31, 2019 $ 1,593,809 $ — $ 6,500,000 $ 8,093,809 Issuance of secured convertible debt — 778,859 — 778,859 Conversion of secured convertible debentures (1,259,074 ) (1,665,666 ) — (2,924,740 ) Repayment of proceeds investment agreement — — (1,250,000 ) (1,250,000 ) Repayment of secured convertible notes (747,180 ) (1,000 ) — (748,180 ) Change in fair value of secured convertible debentures and proceeds investment agreement 412,445 887,807 (5,250,000 ) (3,949,748 ) Balance, December 31, 2020 $ — $ — $ — $ — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 9. ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Accrued warranty expense $ 31,845 $ 17,838 Accrued litigation costs 250,000 295,000 Accrued sales commissions 38,294 28,480 Accrued payroll and related fringes 199,850 233,254 Accrued insurance — 78,579 Accrued sales returns and allowances 26,069 18,258 Accrued sales taxes 53,627 50,136 Other 196,409 124,336 $ 796,094 $ 845,881 Accrued warranty expense was comprised of the following for the years ended December 31, 2020 and 2019: 2020 2019 Beginning balance $ 17,838 $ 195,135 Provision for warranty expense 123,474 47,355 Charges applied to warranty reserve (109,468 ) (224,651 ) Ending balance $ 31,845 $ 17,838 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10. INCOME TAXES The components of income tax provision (benefit) for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current taxes: Federal $ — $ — State — — Total current taxes — — Deferred tax provision (benefit) — — Income tax provision (benefit) $ — $ — A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2020 and 2019 to the Company’s effective tax rate is as follows: 2020 2019 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 5.1 % 5.1 % Stock based compensation (1.9 )% (2.6 )% Change in valuation reserve on deferred tax assets (32.6 )% (22.4 )% Forgiveness of Payroll Protection Plan loan 11.3 % — % Other, net (2.9 )% (1.1 )% Income tax (provision) benefit — % — % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Stock-based compensation $ 765,000 $ 605,000 Start-up costs 115,000 115,000 Inventory reserves 510,000 1,080,000 Uniform capitalization of inventory costs 85,000 85,000 Allowance for doubtful accounts receivable 35,000 90,000 Equipment depreciation 255,000 240,000 Deferred revenue 915,000 915,000 Debt and PIA obligations carried at fair value — 1,045,000 Accrued expenses 120,000 110,000 Net operating loss carryforward 19,855,000 17,515,000 Research and development tax credit carryforward 1,795,000 1,795,000 State jobs credit carryforward 230,000 230,000 Charitable contributions carryforward 60,000 55,000 Total deferred tax assets 24,740,000 23,880,000 Valuation reserve (24,595,000 ) (23,740,000 ) Total deferred tax assets 145,000 140,000 Domestic international sales company (145,000 ) (140,000 ) Total deferred tax liabilities (145,000 ) (140,000 ) Net deferred tax assets (liability) $ — $ — The valuation allowance on deferred tax assets totaled $24,595,000 and $23,740,000 as of December 31, 2020 and 2019, respectively. The Company records the benefit it will derive in future accounting periods from tax losses and credits and deductible temporary differences as “deferred tax assets.” In accordance with ASC 740, “Income Taxes,” the Company records a valuation allowance to reduce the carrying value of our deferred tax assets if, based on all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has incurred operating losses in 2020 and 2019 and it continues to be in a three-year cumulative loss position at December 31, 2020 and 2019. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to increase our valuation allowance by $855,000 to continue to fully reserve its deferred tax assets at December 31, 2020. The Company expects to continue to maintain a full valuation allowance until it determines that it can sustain a level of profitability that demonstrates its ability to realize these assets. To the extent the Company determines that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity. At December 31, 2020, the Company had available approximately $76,070,000 of Federal net operating loss carryforwards available to offset future taxable income generated. Such tax net operating loss carryforwards expire between 2026 and 2040. In addition, the Company had research and development tax credit carryforwards totaling $1,795,000 available as of December 31, 2020, which expire between 2023 and 2037. The Internal Revenue Code contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Current estimates prepared by the Company indicate that due to ownership changes which have occurred, approximately $765,000 of its net operating loss and $175,000 of its research and development tax credit carryforwards are currently subject to an annual limitation of approximately $1,151,000, and may be further limited by additional ownership changes which may occur in the future. As stated above, the net operating loss and research and development credit carryforwards expire between 2023 and 2037, allowing the Company to potentially utilize all of the limited net operating loss carry-forwards during the carryforward period. As discussed in Note 1, “Summary of Significant Accounting Policies,” tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Management has identified no tax positions taken that would meet or exceed these thresholds and therefore there are no gross interest, penalties and unrecognized tax expense/benefits that are not expected to ultimately result in payment or receipt of cash in the consolidated financial statements. The effective tax rate for the years ended December 31, 2020 and 2019 varied from the expected statutory rate due to the Company continuing to provide a 100% valuation allowance on net deferred tax assets. The Company determined that it was appropriate to continue the full valuation allowance on net deferred tax assets as of December 31, 2020 primarily because of the current year operating losses. The Company’s federal and state income tax returns are closed for examination purposes by relevant statute and by examination for 2016 and all prior tax years. |
Operating Lease
Operating Lease | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Operating Lease | NOTE 11. OPERATING LEASE On May 13, 2020, the Company entered into an operating lease for new warehouse and office space which will serve as its new principal executive office and primary business location. The original lease agreement was amended on August 28, 2020 to correct the footage under lease and monthly payment amounts resulting from such correction. The lease terms, as amended include no base rent for the first nine months and monthly payments ranging from $12,398 to $14,741 thereafter, with a termination date of December 2026. The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to its new location. The Company took possession of the leased facilities on June 15, 2020. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2020 was seventy-one months. The Company’s previous office and warehouse space lease expired in April 2020 and the Company paid holdover rent for the time period until it moved to and commenced occupying the new space on June 15, 2020. The Company entered into an operating lease with a third party in October 2019 for copiers used for office and warehouse purposes. The terms of the lease include 48 monthly payments of $1,598 with a maturity date of October 2023. The Company has the option to Purchase the equipment at maturity for its estimated fair market value at that point in time. The remaining lease term for the Company’s copier operating lease as of December 31, 2020 was 34 months. Lease expense related to the office space and copier operating leases were recorded on a straight-line basis over their respective lease terms. Total lease expense under the two operating leases was approximately $349,079 for the year ended December 31, 2020. The discount rate implicit within the Company’s operating leases was not generally determinable and therefore the Company determined the discount rate based on its incremental borrowing rate on the information available at commencement date. As of commencement date, the operating lease liabilities reflect a weighted average discount rate of 8%. The following sets forth the operating lease right of use assets and liabilities as of December 31, 2020: Assets: Operating lease right of use assets $ 753,175 Liabilities: Operating lease obligations-current portion $ 113,484 Operating lease obligations-less current portion $ 723,272 Total operating lease obligations $ 836,756 The components of lease expense were as follows for the year ended December 31, 2020: Selling, general and administrative expenses $ 349,079 Following are the minimum lease payments for each year and in total. Year ending December 31: 2021 $ 175,249 2022 184,145 2023 184,241 2024 171,642 Thereafter 333,705 Total undiscounted minimum future lease payments 1,048,982 Imputed interest (212,226 ) Total operating lease liability $ 836,756 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12. COMMITMENTS AND CONTINGENCIES COVID-19 pandemic The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and business partners. Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on our business in March 2020. By that time, much of our first fiscal quarter was completed. During the year ended December 31, 2020, we observed recent decreases in demand from certain customers, including primarily our law-enforcement and commercial customers. Given the fact that our products are sold through a variety of distribution channels, we expect our sales will experience more volatility as a result of the changing and less predictable operational needs of many customers as a result of the COVID-19 pandemic. We are aware that many companies, including many of our suppliers and customers, are reporting or predicting negative impacts from COVID-19 on future operating results. Although we observed significant declines in demand for our products from certain customers during the year ended December 31, 2020, we believe that it remains too early for us to know the exact impact COVID-19 will have on the long-term demand for our products. We also cannot be certain how demand may shift over time as the impacts of the COVID-19 pandemic may go through several phases of varying severity and duration. In light of broader macro-economic risks and already known impacts on certain industries that use our products and services, we have taken, and continue to take targeted steps to lower our operating expenses because of the COVID-19 pandemic. We continue to monitor the impacts of COVID-19 on our operations closely and this situation could change based on a significant number of factors that are not entirely within our control and are discussed in this and other sections of this annual report on Form 10-K. We do not expect there to be material changes to our assets on our balance sheet or our ability to timely account for those assets. Further, in connection with the preparation of this annual report on Form 10-K and the financial statements contained herein, we reviewed the potential impacts of the COVID-19 pandemic on goodwill and intangible assets and have determined there to be no material impact at this time. We have also reviewed the potential impacts on future risks to the business as it relates to collections, returns and other business-related items. To date, travel restrictions and border closures have not materially impacted our ability to obtain inventory or manufacture or deliver products or services to customers. However, if such restrictions become more severe, they could negatively impact those activities in a way that would harm our business over the long term. Travel restrictions impacting people can restrain our ability to assist our customers and distributors as well as impact our ability to develop new distribution channels, but at present we do not expect these restrictions on personal travel to be material to our business operations or financial results. We have taken steps to restrain and monitor our operating expenses and therefore we do not expect any such impacts to materially change the relationship between costs and revenues. Like most companies, we have taken a range of actions with respect to how we operate to assure we comply with government restrictions and guidelines as well as best practices to protect the health and well-being of our employees and our ability to continue operating our business effectively. To date, we have been able to operate our business effectively using these measures and to maintain all internal controls as documented and posted. We also have not experienced challenges in maintaining business continuity and do not expect to incur material expenditures to do so. However, the impacts of COVID-19 and efforts to mitigate the same have remained unpredictable and it remains possible that challenges may arise in the future. The actions we have taken so far during the COVID-19 pandemic include, but are not limited to: ● Requiring all employees who can work from home to work from home; ● Increasing our IT networking capability to best assure employees can work effectively outside the office; and ● For employees who must perform essential functions in one of our offices: ● Having employees maintain a distance of at least six feet from other employees whenever possible; ● Having employees work in dedicated shifts to lower the risk all employees who perform similar tasks might become infected by COVID-19; ● Having employees stay segregated from other employees in the office with whom they require no interaction; and ● Requiring employees to wear masks while they are in the office whenever possible. We currently believe revenue for the year ending December 31, 2021 may decline year over year due to the conditions noted. In April 2020, we implemented a COVID-19 mitigation plan designed to further reduce our operating expenses during the pandemic. Actions taken to date include work hour and salary reductions for senior management. These cost reductions are in addition to the significant restructuring actions we initiated in the first quarter of 2020. Based on our current cash position, our projected cash flow from operations and our cost reduction and cost containment efforts to date, we believe that we will have sufficient capital and or have access to sufficient capital through public and private equity and debt offerings to sustain operations for a period of one year following the date of this filing. If business interruptions resulting from the COVID-19 pandemic were to be prolonged or expanded in scope, our business, financial condition, results of operations and cash flows would be negatively impacted. We will continue to actively monitor this situation and will implement actions necessary to maintain business continuity. Litigation. From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time. While the ultimate resolution is unknown, based on the information currently available, we do not expect that these lawsuits will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. Axon The Company owns U.S. Patent No. 9,253,452 (the “ ‘452 Patent’ ”), which generally covers the automatic activation and coordination of multiple recording devices in response to a triggering event, such as a law enforcement officer activating the light bar on the vehicle. The Company filed suit on January 15, 2016 in the U.S. District Court for the District of Kansas (Case No: 2:16-cv-02032) against Axon, alleging willful patent infringement against Axon’s body camera product line and Signal auto-activation product. The Company is seeking both monetary damages and a permanent injunction against Axon for infringement of the ‘452 Patent. In December 2016 and January 2017, Axon filed two petitions for Inter Partes The District Court litigation in Kansas was temporarily stayed following the filing of the petitions for IPR. However, on November 17, 2017, the Federal District Court of Kansas rejected Axon’s request to maintain the stay. With this significant ruling, the parties will now proceed towards trial. Since litigation has resumed, the Court has issued a claim construction order (also called a Markman Markman On June 17, 2019, the Court granted Axon’s motion for summary judgment that Axon did not infringe on the Company’s patent and dismissed the case. Importantly, the Court’s ruling did not find that Digital’s ‘452 Patent was invalid. It also did not address any other issue, such as whether Digital’s requested damages were appropriate, and it did not impact the Company’s ability to file additional lawsuits to hold other competitors accountable for patent infringement. This ruling solely related to an interpretation of the claims as they relate to Axon and was unrelated to the supplemental briefing Digital recently filed on its damages claim and the WatchGuard settlement. Those issues are separate and the judge’s ruling on summary judgment had nothing to do with Digital’s damages request. The Company has filed an appeal to this ruling and has asked the appellate court to reverse this decision. The Company filed an opening appeal brief on August 26, 2019 with the U.S. Court of Appeals for the Tenth Circuit (the “Court of Appeals”), appealing the U.S. District Court’s granting of Axon’s motion for summary judgment. Axon responded by filing a responsive brief on November 6, 2019 and we then filed a reply brief responding to Axon on November 27, 2019. The Court of Appeals scheduled oral arguments on our appeal of the U.S. District Court’s summary judgment ruling on April 6, 2020. This appeal was intended to address the Company’s position that the U.S. District Court incorrectly dismissed our claims against Axon. If the Court of Appeals overturns the ruling of the U.S. District Court, the case will be remanded to the U.S District Court before a new judge. On March 12, 2020, the panel of judges for the Court of Appeals issued an order cancelling the oral arguments previously set for April 6, 2020, having determined that the appeal will be decided solely based on the parties’ briefs. On April 22, 2020, a three-judge panel of the United States Court of Appeals denied our appeal and affirmed the District Court’s previous decision to grant Axon summary judgment. On May 22, 2020, we filed a petition for panel rehearing requesting that we be granted a rehearing of our appeal of the U.S. District Court’s summary judgment ruling. Furthermore, we requested that we be given an opportunity to make our case through oral argument in front of the three-judge panel of the Court of Appeals, which was also denied. The Company has abandoned its right to any further appeals. WatchGuard On May 27, 2016, the Company filed suit against WatchGuard, (Case No. 2:16-cv-02349-JTM-JPO) alleging patent infringement based on WatchGuard’s VISTA Wi-Fi and 4RE In-Car product lines. On May 13, 2019, the parties resolved the dispute and executed a settlement agreement in the form of a Release and License Agreement. The litigation has been dismissed as a result of this settlement. The Release and License Agreement encompasses the following key terms: ● WatchGuard paid Digital Ally a one-time, lump settlement payment of $6,000,000. ● Digital Ally granted WatchGuard a perpetual covenant not to sue if WatchGuard’s products incorporate agreed-upon modified recording functionality. Digital Ally also granted WatchGuard a license to the ‘292 Patent and the ‘452 Patent (and related patents, now existing and yet-to-issue) through December 31, 2023. The parties agreed to negotiate in good faith to attempt to resolve any alleged infringement that occurs after the license period expires. ● The parties further agreed to release each other from all claims or liabilities pre-existing the settlement. ● As part of the settlement, the parties agreed that WatchGuard made no admission that it infringed any of Digital Ally’s patents. Upon receipt of the $6,000,000 the parties filed a joint motion to dismiss the lawsuit with the court, which was granted. General 401 (k) Plan. Consulting and Distributor Agreements. On June 1, 2018 the Company entered into an agreement with an individual that required it to make monthly payments that will be applied to future commissions and/or consulting fees to be earned by the provider. Under the agreement, the individual provides consulting services for developing new distribution channels both inside and outside of law enforcement for its in-car and body-worn camera systems and related cloud storage products to customers within and outside the United States. The Company was required to advance amounts to the individual as an advance against commissions of $7,000 per month plus necessary and reasonable expenses for the period through August 31, 2018, which was extended to December 31, 2018 by mutual agreement of the parties at $6,000 per month. The parties have mutually agreed to further extend the arrangement on a monthly basis at $5,000 per month. The Company had advanced a total of $53,332 pursuant to this agreement, until September of 2020 when the agreement was mutually terminated, thus as of December 31, 2020 the Company had advanced $-0- pursuant to this agreement. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 13. STOCK-BASED COMPENSATION The Company recorded pretax compensation expense related to the grant of stock options and restricted stock issued of $1,462,270 and $2,112,090 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had adopted nine separate stock option and restricted stock plans: (i) the 2005 Stock Option and Restricted Stock Plan (the “2005 Plan”), (ii) the 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”), (iii) the 2007 Stock Option and Restricted Stock Plan (the “2007 Plan”), (iv) the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), (v) the 2011 Stock Option and Restricted Stock Plan (the “2011 Plan”), (vi) the 2013 Stock Option and Restricted Stock Plan (the “2013 Plan”), (vii) the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”), (viii) the 2018 Stock Option and Restricted Stock Plan (the “2018 Plan”) and (ix) the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”).. The 2005 Plan, 2006 Plan, 2007 Plan, 2008 Plan, 2011 Plan, 2013 Plan, 2015 Plan, 2018 Plan and 2020 Plan are referred to as the “Plans.” These Plans permit the grant of stock options or restricted stock to its employees, non-employee directors and others for up to a total of 5,675,000 shares of common stock. The 2005 Plan terminated during 2015 with 19,678 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2005 Plan that remain unexercised and outstanding as of December 31, 2020 total 7,563. The 2006 Plan terminated during 2016 with 25,849 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2006 Plan that remain unexercised and outstanding as of December 31, 2020 total 39,750. The 2007 Plan terminated during 2017 with 89,651 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2007 Plan that remain unexercised and outstanding as of December 31, 2020 total 5,000. The 2008 Plan terminated during 2018 with 9,249 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2008 Plan that remain unexercised and outstanding as of December 31, 2020 total 31,250. Our Board of Directors adopted the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”) on September 30, 2020 and the Company’s stockholders approved the 2020 Plan at the Annual Meeting held on September 9, 2020. The 2020 Plan authorizes us to issue 1,500,000 shares of Common Stock upon exercise of options and grant of restricted stock awards. A total of 438,341 options and restricted stock have been granted under the 2020 Plan to date. The 2020 Plan also authorizes us to grant (i) to the key employees’ incentive stock options to purchase shares of Common Stock and non-qualified stock options to purchase shares of Common Stock and restricted stock awards and (ii) to non-employee directors and consultants non-qualified stock options and restricted stock. The Company believes that such awards better align the interests of our employees with those of its stockholders. Option awards have been granted with an exercise price equal to the market price of its stock at the date of grant with such option awards generally vesting based on the completion of continuous service and having ten-year contractual terms. These option awards typically provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company has registered all shares of common stock that are issuable under its Plans with the SEC. A total of 1,064,346 shares remained available for awards under the various Plans as of December 31, 2020. The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Activity in the various Plans during the years ended December 31, 2020 and 2019 is reflected in the following table: Options Number of Weighted Outstanding at January 1, 2019 434,012 $ 4.62 Granted 180,000 3.01 Exercised — — Forfeited (24,887 ) (13.78 ) Outstanding at December 31, 2019 589,125 $ 3.74 Exercisable at December 31, 2019 499,125 $ 3.87 Options Number of Weighted Outstanding at January 1, 2020 589,125 $ 3.74 Granted 255,000 2.09 Exercised (1,875 ) 4.16 Forfeited (3,937 ) (12.14 ) Outstanding at December 31, 2020 838,313 $ 3.20 Exercisable at December 31, 2020 725,813 $ 3.37 The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. The total estimated grant date fair value stock options issued during the year ended December 31, 2020 and 2019 was $415,742 and $436,217, respectively. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the years ended December 31, 2020 and 2019: 2020 2019 Assumptions Assumptions Volatility – range 104 % 107.6 % Risk-free rate 0.28 % 2.23 % Contractual term 5.5 years 5.5 years Exercise price $ 2.09 $ 3.01 The Plans allow for the cashless exercise of stock options. This provision allows the option holder to surrender/cancel options with an intrinsic value equivalent to the purchase/exercise price of other options exercised. There were no shares surrendered pursuant to cashless exercises during the years ended December 31, 2020 and 2019. At December 31, 2020 and 2019, the aggregate intrinsic value of options outstanding was approximately $86,150 and $-0-, respectively, and the aggregate intrinsic value of options exercisable was approximately $58,025 and $-0-, respectively. As of December 31, 2020, the unrecognized portion of stock compensation expense on all existing stock options was $183,415 and will be recognized over the next five months. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of December 31, 2020: Outstanding options Exercisable options Exercise price Number of Weighted average Number of Weighted average $ 0.01 to $3.49 725,313 8.2 years 612,813 7.9 years $ 3.50 to $4.99 64,000 3.3 years 64,000 3.3 years $ 5.00 to $6.49 — — years — —years $ 6.50 to $7.99 7,250 0.8 years 7,250 0.8 years $ 8.00 to $9.99 2,500 0.4 years 2,500 0.4 years $ 10.00 to $13.20 39,250 0.0 years 39,250 0.0 years 838,313 7.3 years 725,813 7.0 years Restricted stock grants. A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2020 and 2019 is as follows: Number of Weighted Nonvested balance, January 1, 2019 772,150 $ 3.40 Granted 522,110 2.91 Vested (774,015 ) (3.35 ) Forfeited (5,370 ) (3.46 ) Nonvested balance, December 31, 2019 514,875 $ 2.97 Number of Weighted Nonvested balance, January 1, 2020 514,875 $ 2.97 Granted 846,591 1.02 Vested (604,591 ) (1.85 ) Forfeited (36,750 ) (1.84 ) Nonvested balance, December 31, 2020 720,125 $ 1.69 The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of grant. As of December 31, 2020, there were $130,072 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next 12 months in accordance with their respective vesting scale. The nonvested balance of restricted stock vests as follows: Years ended Number of 2021 479,250 2022 240,875 |
Common Stock Purchase Warrants
Common Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock Purchase Warrants | NOTE 14. COMMON STOCK PURCHASE WARRANTS The Company has issued common stock purchase warrants in conjunction with various debt and equity issuances. The warrants are either immediately exercisable, or have a delayed initial exercise date, no more than six months from their respective issue date and allow the holders to purchase up to 3,388,364 shares of common stock at $2.60 to $13.43 per share as of December 31, 2020. The warrants expire from January 22, 2021 through July 31, 2023 and allow for cashless exercise. The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2020 and 2019: Warrants Weighted Vested Balance, January 1, 2019 4,693,145 $ 5.40 Granted 678,428 1.75 Exercised (529,000 ) (2.96 ) Cancelled (18,000 ) (3.50 ) Vested Balance, December 31, 2019 4,824,573 $ 5.15 Warrants Weighted Vested Balance, January 1, 2020 4,824,573 $ 5.15 Granted 1,273,374 1.31 Exercised (2,704,583 ) (1.95 ) Cancelled (5,000 ) (16.50 ) Vested Balance, December 31, 2020 3,388,364 $ 6.24 The total intrinsic value of all outstanding warrants aggregated $-0- as of December 31, 2020 and the weighted average remaining term is 15.8 months. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of December 31, 2020: Outstanding and exercisable warrants Exercise price Number of warrants Weighted average $ 2.60 465,712 2.6 years $ 3.00 316,800 2.3 years $ 3.36 733,333 1.9 years $ 3.65 167,000 1.5 years $ 3.75 25,753 1.6 years $ 5.00 800,000 1.0 years $ 13.43 879,766 0.1 years 3,388,364 1.3 years |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 15 - STOCKHOLDERS’ EQUITY Amendment to Articles of Incorporation The Company held its annual meeting of the shareholders on September 9, 2020. At such meeting a proposed amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock that the Company may issue from 50,000,000 to 100,000,000, of which all 100,000,000 shares shall be classified as Common Stock, was approved. Underwritten Public Offering On March 3, 2020, the Company entered into an underwriting agreement with Aegis Capital Corp., as the representative of the underwriters and sole book-running manager, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 2,521,740 shares of the Company’s common stock at a public price of $1.15 per share. The Company also granted the underwriters a forty-five (45)-day option to purchase up to an additional 378,261 shares of common stock to cover over-allotments, if any. The Offering was registered and the common stock was issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-225227), which was initially filed with the SEC on May 25, 2018 and was declared effective on June 6, 2018. The underwriting agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters. The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common stock in the Offering. In addition, the Company agreed to pay the Underwriters (a) a non-accountable expense reimbursement of 1% of the gross proceeds received and (b) “road show” expenses, diligence fees and the fees and expenses of the Underwriters’ legal counsel not to exceed $50,000. The net proceeds to the Company from the Offering totaled $2,502,136, after deducting underwriting discounts and commissions and estimated expenses payable by the Company. On June 2, 2020, the Company entered into an underwriting agreement with Aegis Capital Corp., as the representative of the underwriters and sole book-running manager, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering an aggregate of 3,090,909 shares of the Company’s common stock, at a public price of $1.65 per share (the “June 2 nd nd nd On June 8, 2020, the Underwriters fully exercised their over-allotment option to acquire the June 2 nd nd he Company The underwriting agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters. The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common shares in the June 2 nd nd On June 8, 2020, the Company entered into an underwriting agreement with Aegis Capital Corp., as the representative of the underwriters and sole book-running manager, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering an aggregate of 2,325,581 shares of common stock at a public price of $2.15 per share (the “June 8 th th th On June 10, 2020, the Underwriters fully exercised their over-allotment option to acquire the June 8 th th he Company The underwriting agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters. The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common shares in the June 8 th th 2020 Issuances of Restricted Common Stock On January 3, 2020, the board of directors approved the grant of 530,050 shares of restricted common stock to officers and employees of the Company. Such shares will generally vest one-half on January 2, 2021 and one half on January 2, 2022, provided that each grantee remains an officer or employee on such dates. In April 17, 2020 the Compensation Committee of the Board of Directors of the Company determined that the cash portion of the annual base salaries of the Company’s President and Chief Executive Officer, and the Company’s Chief Financial Officer, Treasurer and Secretary, would be reduced to annual rates of $150,000 each for the balance of 2020 commencing May 1, 2020. The Committee also decided that the reduction of the base annual salaries of Company’s President and Chief Executive Officer, and the Company’s Chief Financial Officer, Treasurer and Secretary, for 2020, which totaled $69,231 and $55,384, respectively, as of May 1, 2020 was paid through the issuance of shares of restricted stock under the 2018 Stock Option and Restricted Stock Plan with the Company paying the applicable federal and state taxes on such amounts. Accordingly, the Company issued the Company’s President and Chief Executive Officer, and the Company’s Chief Financial Officer, Treasurer and Secretary 75,250 shares and 60,200 shares, respectively, effective April 17, 2020 based on a closing price of $0.92 per share on such date. In addition, on September 9, 2020 a total of 178,091 shares of restricted stock were issued to five employees in consideration for their agreement to voluntary reduce their cash compensation by a total of $165,625 with the Company paying the applicable federal and state taxes on such amounts. On July 1, 2020, the Company entered into a commission agreement with an individual who provides services for our Shield and ThermoVU product lines. Pursuant to such agreement, we issued a total of 10,000 shares of common stock valued at $30,700 based on the closing market price which has been expensed during the year ended December 31, 2020. Shelf Registration Statement on Form S-3 On July 2, 2020, the SEC declared the Company’s shelf registration statement on Form S-3 (the “Shelf Registration Statement”) effective. The Shelf Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of our common stock, debt securities, debt securities convertible into common stock or other securities in any combination thereof, rights to purchase shares of common stock or other securities in any combination thereof, warrants to purchase shares of common stock or other securities in any combination thereof or units consisting of common stock or other securities in any combination thereof having an aggregate initial offering price not exceeding $125,000,000. The Company has utilized the shelf for its two recent offerings as described in “ Note 18. SUBSEQUENT EVENTS”. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16. RELATED PARTY TRANSACTIONS American Rebel Holding, Inc. Secured Promissory Notes On October 1, 2020, the Company advanced $250,000 to American Rebel Holdings, Inc. (AREB) under a secured promissory note. The CEO, President and Chairman of AREB is the brother of the Company’s CEO, President and Chairman. Such note bears interest at 8% and is secured by all the tangible and intangible assets of the Company that are not currently secured by other indebtedness. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $0.10 per share with a five-year term . On October 21, 2020, the Company advanced $250,000 to American Rebel Holdings, Inc. (AREB) under a second secured promissory note. Such note bears interest at 8% and is secured by inventory manufactured and revenue/accounts receivable derived from a specific purchase order. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $0.10 per share with a five-year term . The parties have been negotiating the terms of a Forbearance Agreement regarding the following: (a) the secured promissory note dated October 1, 2020; (b) the secured promissory note dated October 21, 2020; and (c) an advance made by the Company on March 1, 2021. The parties are attempting to arrange for a series of payments that will liquidate the outstanding balances of the two delinquent notes and the advance by no later than June 30, 2021. Based on the terms being negotiated, if AREB timely and fully complies with all of its obligations under the Forbearance Agreement, the Company would agree that AREB’s obligations to the Company in connection with the defaults would be satisfied. However, there is no assurance that the parties will agree to the terms contained in the Forbearance Agreement, and whether AREB will be able to comply with such terms. Unsecured Promissory Notes Payable – Related party During February and April 2020, the Company borrowed a total of $319,000 from the Company’s Chairman, CEO & President under an unsecured promissory note bearing interest at 6% through its May 28, 2020 maturity date. The proceeds from the note were used for general corporate purposes. The principal balance and related accrued interest were paid in full in cash during the year ended December 31, 2020. Total interest accrued and paid on this note was $5,236. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 17. NET LOSS PER SHARE The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2020 and 2019 are as follows: Year ended December 31, 2020 2019 Numerator for basic and diluted income per share – Net loss $ (2,625,881 ) $ (10,005,713 ) Denominator for basic loss per share – weighted average shares outstanding 21,603,635 11,478,618 Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 21,603,635 11,478,618 Net loss per share: Basic $ (0.12 ) $ (0.87 ) Diluted $ (0.12 ) $ (0.87 ) Basic loss per share is based upon the weighted average number of common shares outstanding during the period. For the years ended December 31, 2020 and 2019, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. SUBSEQUENT EVENTS Underwritten public offering - investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering (“Pre-Funded Warrants”); and (iii) common stock purchase warrants (“Warrants”) to purchase up to an aggregate of 10,000,000 shares of Common Stock (the “Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $3.25 per share, subject to certain adjustments, as provided in the Warrants. acted as the exclusive placement agent in connection with the Offering pursuant to a placement agency agreement The common stock in the Offering was issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The underwriting agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters. The Underwriters received discounts and commissions of six percent (6%) of the gross cash proceeds received by the Company from the sale of the common shares in the Offering and certain expenses. Under the underwriting agreement, the Company and its officers and directors executed lock-up agreements whereby, (a) the Company has agreed not to engage in the following for a period of 90 days from the date of the pricing of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. Further, pursuant to the terms of the Purchase Agreement the Company has granted to the Investors, for a period of 12 months after the closing of the Offering, the right to participate in subsequent offerings by the Company of Common Stock and Common Stock equivalents in an amount up to 50% of the amount of each such subsequent offering, on the same terms, conditions and price provided for in such subsequent offering. The Company received approximately $29,013,000 in net proceeds from the Offering after deducting the discounts, commissions, and other estimated offering expenses payable by the Company. As of March 31, 2021, all pre-funded warrants have been fully exercised. The Company plans to use the net proceeds from the Offering for working capital, product development, order fulfillment and for general corporate purposes. Underwritten public offering - investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering (“Pre-Funded Warrants”); and (iii) common stock purchase warrants (“Warrants”) to purchase up to an aggregate of 14,300,000 shares of Common Stock (the “Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $3.25 per share, subject to certain adjustments, as provided in the Warrants. acted as the exclusive placement agent in connection with the Offering pursuant to a placement agency agreement The common stock in the Offering was issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The underwriting agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters. The Underwriters received discounts and commissions of six percent (6%) of the gross cash proceeds received by the Company from the sale of the common shares in the Offering and certain expenses. Under the underwriting agreement, the Company and its officers and directors executed lock-up agreements whereby, (a) the Company has agreed not to engage in the following for a period of 90 days from the date of the pricing of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. Further, pursuant to the terms of the Purchase Agreement the Company has granted to the Investors, for a period of 12 months after the closing of the Offering, the right to participate in subsequent offerings by the Company of Common Stock and Common Stock equivalents in an amount up to 50% of the amount of each such subsequent offering, on the same terms, conditions and price provided for in such subsequent offering. The Company received approximately $37,587,600 in net proceeds from the Offering after deducting the discounts, commissions, and other estimated offering expenses payable by the Company. As of March 31, 2021, all pre-funded warrants have been fully exercised. The Company plans to use the net proceeds from the Offering for working capital, product development, order fulfillment and for general corporate purposes. American Rebel Holding, Inc. Secured Promissory Notes - NOTE 16. RELATED PARTY TRANSACTIONS” The parties have been negotiating the terms of a Forbearance Agreement regarding the following: (a) the secured promissory note dated October 1, 2020; (b) the secured promissory note dated October 21, 2020; and (c) an advance made by the Company on March 1, 2021. The parties are attempting to arrange for a series of payments that will liquidate the outstanding balances of the two delinquent notes and the advance by no later than June 30, 2021. Based on the terms being negotiated, if AREB timely and fully complies with all of its obligations under the Forbearance Agreement, the Company would agree that AREB’s obligations to the Company in connection with the defaults would be satisfied. However, there is no assurance that the parties will agree to the terms contained in the Forbearance Agreement, and whether AREB will be able to comply with such terms. Purchase of Building - |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business: Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc. and Shield Products, LLC collectively, “Digital Ally,” “Digital,” and the “Company”) produces digital video imaging, storage products and disinfectant and related safety products for use in law enforcement, security and commercial applications. The Company’s products include, among others; in-car digital video/audio recorders contained in a rear-view mirror for use in law enforcement and commercial fleets; a system that provides its law enforcement customers with audio/video surveillance from multiple vantage points and hands-free automatic activation of body-worn cameras and in-car video systems; a miniature digital video system designed to be worn on an individual’s body; and cloud storage solutions. The Company has recently added two new lines of branded products: (1) the ThermoVu™ line, which is a line of self-contained temperature monitoring stations that provides alerts and controls facility access when an individual’s temperature exceeds a pre-set threshold and (2) the Shield™ disinfectant and cleanser line, which is for use against viruses and bacteria and which we began offering to the Company’s law enforcement and commercial customers beginning late in the second quarter of 2020. Both product lines are manufactured by third parties. In addition, the Company has active research and development programs to adapt its technologies to other applications. It can integrate electronic, radio, computer, mechanical, and multi-media technologies to create unique solutions to address needs in a variety of other industries and markets, including mass transit, school bus, taxicab and the military. The Company sells its products to law enforcement agencies, private security customers and organizations, and consumer and commercial fleet operators through direct sales domestically and third-party distributors internationally. The Company was originally incorporated in Nevada on December 13, 2000 as Vegas Petra, Inc. and had no operations until 2004. On November 30, 2004, Vegas Petra, Inc. entered into a Plan of Merger with Digital Ally, Inc., at which time the merged entity was renamed Digital Ally, Inc. |
Basis of Consolidation | Basis of Consolidation: The accompanying financial statements include the consolidated accounts of Digital Ally and its wholly-owned subsidiaries, Digital Ally International, Inc. and Shield Products, LLC. All intercompany balances and transactions have been eliminated during consolidation. The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Shield Products, LLC in May 2020 to facilitate the sales of its Shield™ line of disinfectant/cleanser products and ThermoVu™ line of temperature monitoring equipment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. The Company accounts for its secured convertible debentures and proceeds investment agreement on a fair value basis. |
Revenue Recognition | Revenue Recognition: The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situation where sales are to a distributor, the Company had concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement product. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. The Company sells its products and services to law enforcement and commercial customers in the following manner: ● Sales to domestic customers are made direct to the end customer (typically a law enforcement agency or a commercial customer) through its sales force, which is composed of its employees. Revenue is recorded when the product is shipped to the end customer. ● Sales to international customers are made through independent distributors who purchase products from the Company at a wholesale price and sell to the end user (typically law enforcement agencies or a commercial customer) at a retail price. The distributor retains the margin as its compensation for its role in the transaction. The distributor generally maintains product inventory, customer receivables and all related risks and rewards of ownership. Accordingly, upon application of steps one through five above, revenue is recorded when the product is shipped to the distributor consistent with the terms of the distribution agreement. ● Repair parts and services for domestic and international customers are generally handled by its inside customer service employees. Revenue is recognized upon shipment of the repair parts and acceptance of the service or materials by the end customer. Sales taxes collected on products sold are excluded from revenues and are reported as accrued expenses in the accompanying balance sheets until payments are remitted. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. Contracts with some of the Company’s customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”). The Company determined SSP for all the performance obligations using observable inputs, such as standalone sales and historical pricing. SSP is consistent with the Company’s overall pricing objectives, taking into consideration the type of service being provided. SSP also reflects the amount the Company would charge for the performance obligation if it were sold separately in a standalone sale. Multiple performance obligations consist of product, software, cloud subscriptions and extended warranties. The Company’s multiple performance obligations may include future in-car or body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the year ended December 31, 2020, the Company recognized revenue of $1.6 million related to its contract liabilities at January 1, 2020. Total contract liabilities consist of the following: Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. Total contract liabilities consist of the following: December 31, 2020 December 31, 2019 Contract liabilities, current $ 1,647,469 $ 1,707,943 Contract liabilities, non-current 1,848,869 1,803,143 Total contract liabilities $ 3,496,338 $ 3,511,086 Sales returns and allowances aggregated $26,069 and $134,825 for the years ended December 31, 2020 and 2019, respectively. Obligations for estimated sales returns and allowances are recognized at the time of sales on an accrual basis. The accrual is determined based upon historical return rates adjusted for known changes in key variables affecting these return rates. Revenues for the years ended December 31, 2020 and 2019 were derived from the following sources: Year ended December 31, 2020 2019 DVM-800 $ 2,499,588 $ 3,756,544 ThermoVU 1,466,306 — Shield disinfectants/sanitizers 176,918 — Repair and service 1,331,071 1,505,849 FirstVu HD 1,383,822 1,264,457 DVM-250 Plus 339,008 1,133,557 Cloud service revenue 937,218 754,586 VuLink 170,415 140,392 EVO 931,889 287,012 Accessories and other revenues 1,278,633 1,598,967 $ 10,514,868 $ 10,441,364 |
Use of Estimates | Use of Estimates: The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, proceeds investment agreement and convertible debt, the recognition of revenue, inventory valuation reserve, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. |
Cash and Cash Equivalents | Cash and cash equivalents: Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of the secured convertible debentures are presented as restricted cash separate from cash and cash equivalents on the accompanying balance sheet. |
Accounts Receivable | Accounts Receivable: Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a weekly basis. 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. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than thirty (30) days beyond terms. No interest is charged on overdue trade receivables. |
Inventories | Inventories: Inventories consist of electronic parts, circuitry boards, camera parts and ancillary parts (collectively, “components”), work-in-process and finished goods, and are carried at the lower of cost or market, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventory costs include material, labor and manufacturing overhead. Service inventories that exceed the estimated requirements for the next 12 months based on recent usage levels are reported as other long-term assets. Management has established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. Manufacturing inventory is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. To support our world-wide service operations, we maintain service spare parts inventory, which consists of both consumable and repairable spare parts. Consumable service spare parts are used within our service business to replace worn or damaged parts in a system during a service call and are generally classified in current inventory as our stock of this inventory turns relatively quickly. However, if there has been no recent usage for a consumable service spare part, but the part is still necessary to support systems under service contracts, the part is considered to be non-current and included within non-current inventories within our consolidated balance sheet. Consumables are charged to cost of goods sold when issued during the service call. As these service parts age over the related product group’s post-production service life, we reduce the net carrying value of our repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of our systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in our consolidated balance sheet is reduced to zero. We also perform periodic monitoring of our installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. |
Furniture, Fixtures and Equipment | Furniture, fixtures and equipment: Furniture, fixtures and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from three to ten years. Amortization expense on capitalized leases is included with depreciation expense. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. |
Intangible Assets | Intangible assets: Intangible assets include deferred patent costs and license agreements. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain the exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. |
Leases | Leases: The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, the Company will evaluate whether to account for the lease as an operating or finance lease. Operating leases are included in the right of use assets (ROU) and operating lease liabilities on the consolidated balance sheet as of December 31, 2020. Finance leases would be included in furniture, fixtures and equipment, net and long-term debt and finance lease obligations on the balance sheet. The Company had operating leases for copiers and its office and warehouse space at December 31, 2020 but no financing leases. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the operating lease liabilities if the operating lease does not provide an implicit rate. Lease terms may include the option to extend when Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short term leases. |
Secured Convertible Debentures | Secured convertible debentures: The Company has elected to record its debentures at fair value. Accordingly, the debentures are marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the debentures were expensed as incurred in the Consolidated Statement of Operations. |
Proceeds Investment Agreement | Proceeds investment agreement: The Company has elected to record its proceeds investment agreement at its fair value. Accordingly, the proceeds investment agreement will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the proceeds investment agreement were expensed as incurred in the Consolidated Statement of Operations. |
Senior Convertible Notes | Senior Convertible Notes: The Company has elected to record its senior convertible notes at its fair value. Accordingly, the senior convertible notes will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the senior convertible notes were expensed as incurred in the Consolidated Statement of Operations. |
Long-lived Assets | Long-Lived Assets: Long-lived assets such as furniture, fixtures and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party appraisals, as considered necessary. |
Warranties | Warranties: The Company’s products carry explicit product warranties that extend up to two years from the date of shipment. The Company records a provision for estimated warranty costs based upon historical warranty loss experience and periodically adjusts these provisions to reflect actual experience. Accrued warranty costs are included in accrued expenses. Extended warranties are offered on selected products and when a customer purchases an extended warranty the associated proceeds are treated as contract liabilities and recognized over the term of the extended warranty. |
Shipping and Handling Costs | Shipping and Handling Costs: Shipping and handling costs for outbound sales orders totaled $74,721 and $65,312 for the years ended December 31, 2020 and 2019, respectively. Such costs are included in general and administrative expenses in the Consolidated Statements of Operations. |
Advertising Costs | Advertising Costs: Advertising expense includes costs related to trade shows and conventions, promotional material and supplies, and media costs. Advertising costs are expensed in the period in which they are incurred. The Company incurred total advertising expense of approximately $990,975 and $1,019,707 for the years ended December 31, 2020 and 2019, respectively. Such costs are included in selling, advertising and promotional expenses in the Consolidated Statements of Operations. |
Income Taxes | Income Taxes: Deferred taxes are provided for by the liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740 - Income Taxes that provides a framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present, and disclose in its financial statements uncertain tax positions taken or expected to be taken on a tax return. It initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, and it recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As it obtains additional information, the Company may need to periodically adjust its recognized tax positions and tax benefits. These periodic adjustments may have a material impact on its Consolidated Statements of Operations. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. There was no interest expense related to the underpayment of estimated taxes during the years ended December 31, 2020 and 2019. There were no penalties in 2020 and 2019. The Company is subject to taxation in the United States and various states. As of December 31, 2020, the Company’s tax returns filed for 2017, 2018, and 2019 and to be filed for 2020 are subject to examination by the relevant taxing authorities. With few exceptions, as of December 31, 2020, the Company is no longer subject to Federal, state, or local examinations by tax authorities for years before 2017. |
Research and Development Expenses | Research and Development Expenses: The Company expenses all research and development costs as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility were not significant, and software development costs were expensed as incurred during 2020 and 2019. |
Common Stock Purchase Warrants | Common Stock Purchase Warrants: The Company has common stock purchase warrants outstanding that are accounted for as equity based on their relative fair value and are not subject to re-measurement. |
Stock-based Compensation | Stock-Based Compensation: The Company grants stock-based compensation to its employees, board of directors and certain third-party contractors. Share-based compensation arrangements may include the issuance of options to purchase common stock in the future or the issuance of restricted stock, which generally are subject to vesting requirements. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. The Company estimates the grant-date fair value of stock-based compensation using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows: ● Expected term is determined using the contractual term and vesting period of the award; ● Expected volatility of award grants made in the Company’s plan is measured using the weighted average of historical daily changes in the market price of the Company’s common stock over the period equal to the expected term of the award; ● Expected dividend rate is determined based on expected dividends to be declared; ● Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and ● Forfeitures are accounted for as they occur. |
Segments of Business | Segments of Business: The Company has determined that its operations are comprised of one reportable segment: the sale of digital audio and video recording and speed detection devices. For the year ended December 31, 2020 and 2019, sales by geographic area were as follows: Year ended December 31, 2020 2019 Sales by geographic area: United States of America $ 10,425,494 $ 10,251,259 Foreign 89,374 190,105 $ 10,514,868 $ 10,441,364 Sales to customers outside of the United States are denominated in U.S. dollars. All Company assets are physically located within the United States. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
New Accounting Standards | New Accounting Standards In 2020, FASB issued ASU No. 2020-06 to simplify the accounting for convertible debt instruments as the current accounting guidance was determined to be unnecessarily complex and difficult to navigate. The ASU primarily does three things: (1) The ASU eliminates the beneficial conversion feature model and the cash conversion model. The elimination of these models will result in more convertible instruments (convertible debt instruments or convertible preferred stock instruments) being reported as a single liability instrument. The ASU also makes targeted improvements to the related disclosures, (2) The ASU eliminates certain settlement conditions that are required to qualify for derivative scope exception which will allow for less equity contracts to be accounted for as a derivative and (3) The ASU aligns the diluted EPS calculation for convertible instruments by requiring the use of the if-converted method and requiring share settlement be included in the calculation when the contract includes an option of cash or share settlement. In 2020, FASB issued ASU No. 2020-01 which represents a consensus of the Emerging Issues Task Force and it clarifies certain items related to ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU (1) clarifies that when an entity is either applying the equity method or upon discontinuing the equity method it should consider observable price changes in orderly transactions for the identical or a similar investment with the same issuer for valuing basis of the investment and (2) clarifies that when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases The Company adopted the new guidance on January 1, 2019 using the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. The Company has completed its assessment of the impact of the standard and determined that the only lease that the Company held was an operating lease for its office and warehouse space. Upon adoption of the standard, the Company recorded Right of Use (ROU) assets of approximately $501,000 and lease liabilities of approximately $582,000 related to it office and warehouse space operating leases. The Company also removed deferred rent of approximately $81,000 when adopting the new guidance. For financial liabilities measured using the fair value option in ASC 825, ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, issued in January 2016, requires entities to recognize the changes in fair value of liabilities caused by a change in instrument specific credit risk (own credit risk) in other comprehensive income. The ASU is effective for calendar-year public business entities beginning in 2018. For all other calendar-year entities, it is effective for annual periods beginning in 2019 and interim periods beginning in 2020. Entities can early adopt certain provisions of the new standard, including this provision related to financial liabilities measured under the fair value option. We have considered this guidance and its impact on this debt accounted for at fair value. Based on discussions with our valuation expert and knowledge of the Company there was no change in valuation caused by a change in the Company’s credit risk during the period ending December 31, 2020. ASU 2018-09, Codification improvements, clarifies the accounting for a debt extinguishment when the fair value option is elected. Upon extinguishment an entity shall include in net income the cumulative amount of the gain or loss previously recorded in other comprehensive income for the extinguished debt that resulted from changes in instrument-specific credit risk. The ASU is effective for calendar-year public business entities beginning in 2019. For all other calendar-year entities, it is effective for annual periods beginning in 2020 and interim periods beginning in 2021. Early adoption is permitted for any fiscal year or interim period for which an entity’s financial statements have not yet been issued or have not been made available to be issued. We have considered this guidance and its impact on this debt accounted for at fair value. Based on discussions with our valuation expert and knowledge of the Company there was no change in valuation caused by a change in the Company’s credit risk during the period ending December 31, 2020. Since there is no change accounted for as a change in Credit Risk (included in other comprehensive income/loss) there is no impact to the Company’s financial statements from this new guidance. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Intangible-Goodwill and Other Internal-Use Software (Subtopic 350-40) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Contract Liabilities | Total contract liabilities consist of the following: December 31, 2020 December 31, 2019 Contract liabilities, current $ 1,647,469 $ 1,707,943 Contract liabilities, non-current 1,848,869 1,803,143 Total contract liabilities $ 3,496,338 $ 3,511,086 |
Schedule of Revenues | Revenues for the years ended December 31, 2020 and 2019 were derived from the following sources: Year ended December 31, 2020 2019 DVM-800 $ 2,499,588 $ 3,756,544 ThermoVU 1,466,306 — Shield disinfectants/sanitizers 176,918 — Repair and service 1,331,071 1,505,849 FirstVu HD 1,383,822 1,264,457 DVM-250 Plus 339,008 1,133,557 Cloud service revenue 937,218 754,586 VuLink 170,415 140,392 EVO 931,889 287,012 Accessories and other revenues 1,278,633 1,598,967 $ 10,514,868 $ 10,441,364 |
Summary of Sales by Geographic Area | For the year ended December 31, 2020 and 2019, sales by geographic area were as follows: Year ended December 31, 2020 2019 Sales by geographic area: United States of America $ 10,425,494 $ 10,251,259 Foreign 89,374 190,105 $ 10,514,868 $ 10,441,364 |
Accounts Receivable - Allowan_2
Accounts Receivable - Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The allowance for doubtful accounts receivable was comprised of the following for the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Beginning balance $ 123,224 $ 70,000 Provision for bad debts — 60,000 Charge-offs to allowance, net of recoveries — (6,776 ) Ending balance $ 123,224 $ 123,224 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Raw material and component parts $ 3,186,426 $ 4,481,611 Work-in-process 1,907 35,858 Finished goods 6,974,291 4,906,956 Subtotal 10,162,625 9,424,425 Reserve for excess and obsolete inventory (1,960,351 ) (4,144,013 ) Total inventories $ 8,202,274 $ 5,280,412 |
Furniture, Fixtures and Equip_2
Furniture, Fixtures and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Furniture, Fixtures and Equipment | Furniture, fixtures and equipment consisted of the following at December 31, 2020 and 2019: Estimated Useful Life December 31, 2020 December 31, 2019 Building 30 years $ 422,441 $ — Office furniture, fixtures and equipment 3-10 years 232,472 397,795 Warehouse and production equipment 3-5 years 96,415 210,700 Demonstration and tradeshow equipment 2-5 years 107,241 252,001 Leasehold improvements 2-5 years 289,865 163,170 Rental equipment 1-3 years 71,548 93,923 Total cost 1,219,983 1,117,591 Less: accumulated depreciation and amortization (553,183 ) (920,528 ) Net furniture, fixtures and equipment $ 666,800 $ 197,063 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Gross value Accumulated amortization Net carrying value Gross value Accumulated amortization Net carrying value Amortized intangible assets: Licenses $ 104,099 $ 52,872 $ 51,227 $ 73,893 $ 41,785 $ 32,108 Patents and Trademarks 264,490 135,236 129,254 542,420 326,220 216,200 368,589 188,108 180,481 616,313 368,005 248,308 Unamortized intangible assets: Patents and trademarks pending 212,083 — 212,083 164,960 — 164,960 Total $ 580,672 $ 188,108 $ 392,564 $ 781,273 $ 368,005 $ 413,268 |
Schedule of Estimated Amortization for Intangible Assets | Estimated amortization for intangible assets with definite lives for the next five years ending December 31 and thereafter is as follows: Year ending December 31: 2021 $ 89,478 2022 63,909 2023 1,950 2024 1,510 2025 and thereafter 23,634 $ 180,481 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Secured Convertible Debentures and Proceeds Investment Agreement | Debt obligations is comprised of the following: December 31, 2020 December 31, 2019 Economic injury disaster loan (EIDL) $ 150,000 $ — Payroll protection program loan (PPP) 10,000 — 2019 Secured convertible notes, at fair value — 1,593,809 2018 Proceeds investment agreement, at fair value — 6,500,000 Unsecured promissory note payable, less unamortized discount of $-0- and $66,061 at December 31, 2020 and 2019, respectively — 233,939 Debt obligations 160,000 8,327,748 Less: current maturities of debt obligations 11,727 1,827,748 Debt obligations, long-term $ 148,273 $ 6,500,000 |
Schedule of Maturity of Debt Obligations | Debt obligations mature as follows as of December 31, 2020: December 31, 2020 2021 $ 6,218 2022 6,206 2023 3,166 2024 3,286 2025 and thereafter 141,124 Total $ 160,000 |
2020 Secured Convertible Notes [Member] | |
Schedule of Fair Value of Embedded Derivatives and Warrants | The following represents the resulting fair value as determined on April 17, 2020, the date of origination: Secured convertible notes $ 778,859 Common stock purchase warrants 721,141 Gross cash proceeds $ 1,500,000 |
Summary of Fair Value and Adjusted Carrying Value of Secured Convertible Notes | Following is an analysis of the activity in the secured convertible notes during the year ended December 31, 2020: Amount Balance at December 31, 2019 $ — Issuance of 2020 convertible notes at fair value 778,859 Principal repaid during the period by issuance of common stock (1,665,666 ) Principal repaid during the period by payment of cash (1,000 ) Change in fair value of secured convertible note during the period 887,807 Balance at December 31, 2020 $ — |
Schedule of Certain Estimates and Assumptions of Fair Value of Secured Convertible Notes | Following is a range of certain estimates and assumptions utilized as of the April 17, 2020 issuance date to determine the fair value of secured convertible notes: April 17, 2020 Assumptions Volatility – range 90 % Risk-free rate 0.36 % Contractual term 1.0 years Stock price $ 0.92 Debt yield 132.2 % |
2019 Secured Convertible Notes [Member] | |
Schedule of Fair Value of Embedded Derivatives and Warrants | The following represents the resulting fair value as determined on August 5, 2019, the date of origination: Secured convertible notes $ 1,845,512 Common stock issued as Commitment Shares 118,749 Common stock purchase warrants 535,739 Gross cash proceeds $ 2,500,000 |
Summary of Fair Value and Adjusted Carrying Value of Secured Convertible Notes | . Following is an analysis of the activity in the secured convertible notes during the years ended December 31, 2020 and 2019: Amount Balance at December 31, 2018 — Issuance of convertible notes on August 5, 2019, at fair value 1,845,512 Principal repaid during the period by issuance of common stock (648,067 ) Principal repaid during the period by payment of cash (123,457 ) Change in fair value of secured convertible note during the period 519,821 Balance at December 31, 2019 $ 1,593,809 Principal repaid during the period by issuance of common stock (1,259,074 ) Principal repaid during the period by payment of cash (747,180 ) Change in fair value of secured convertible note during the period 412,445 Balance at December 31, 2020 $ — |
Schedule of Certain Estimates and Assumptions of Fair Value of Secured Convertible Notes | Following is a range of certain estimates and assumptions utilized as of December 31, 2020 to determine the fair value of secured convertible notes: December 31, 2019 Assumptions Volatility – range 115 % Risk-free rate 1.60 % Contractual term 0.6 years Calibrated stock price $ 1.06 Debt yield 123.6 % |
2018 Proceeds Investment Agreement [Member] | |
Schedule of Fair Value of Embedded Derivatives and Warrants | The Company elected to account for the PIA on the fair value basis. Therefore, the Company determined the fair value of the PIA and PIA Warrants which yielded estimated fair values of the PIA including their embedded derivatives and the detachable PIA Warrants as follows: Proceeds investment agreement $ 9,067,513 Common stock purchase warrants 932,487 Gross cash proceeds $ 10,000,000 |
Schedule of Certain Estimates and Assumptions of Weighted Patent Asset | Following is a range of certain estimates and assumptions utilized as of December 31, 2019 to probability weighted present value of expected patent asset proceeds for the litigation involving both Axon and WatchGuard: December 31, 2019 Discount rate 3.0% - 16.6 % Expected term to patent asset proceeds payment 0.58 years - 4 years Probability of success 5.9% - 38.5 % Estimated minimum return payable to BKI $ 21 million Negotiation discount 43.3 % |
Schedule of Fair Value of Debentures Activity | The following represents activity in the PIA during the years ended December 31, 2020 and 2019: Beginning balance as of January 1, 2019 $ 9,142,000 Repayment of obligation (6,000,000 ) Change in the fair value during the period 3,358,000 Ending balance as of December 31, 2019 $ 6,500,000 Beginning Balance as of January 1, 2020 $ 6,500,000 Repayment of obligation (1,250,000 ) Change in fair value during the period (5,250,000 ) Ending balance as of December 31, 2020 $ - |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Secured convertible debentures $ — $ — $ — $ — Proceeds investment agreement — — — — $ — $ — $ — $ — December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Secured convertible debentures $ — $ — $ 1,593,809 $ 1,593,809 Proceeds investment agreement — — 6,500,000 6,500,000 $ — $ — $ 8,093,809 $ 8,093,809 |
Fair Value Measurements Change in Level 3 Inputs | The following table represents the change in Level 3 tier value measurements: 2019 2020 Secured Secured Proceeds Convertible Convertible Investment Notes Notes Agreement Total Balance, December 31, 2018 $ — $ — $ 9,142,000 $ 9,142,000 Principal payments made on debentures — — (6,000,000 ) (6,000,000 ) New secured convertible debentures 1,845,512 — — 1,845,512 Conversion of secured convertible debentures (648,067 ) — — (648,067 ) Repayment of 2019 secured convertible notes (123,457 ) — — (123,457 ) Change in fair value of secured convertible debentures and proceeds investment agreement 519,821 — 3,358,000 3,877,821 Balance, December 31, 2019 $ 1,593,809 $ — $ 6,500,000 $ 8,093,809 Issuance of secured convertible debt — 778,859 — 778,859 Conversion of secured convertible debentures (1,259,074 ) (1,665,666 ) — (2,924,740 ) Repayment of proceeds investment agreement — — (1,250,000 ) (1,250,000 ) Repayment of secured convertible notes (747,180 ) (1,000 ) — (748,180 ) Change in fair value of secured convertible debentures and proceeds investment agreement 412,445 887,807 (5,250,000 ) (3,949,748 ) Balance, December 31, 2020 $ — $ — $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Accrued warranty expense $ 31,845 $ 17,838 Accrued litigation costs 250,000 295,000 Accrued sales commissions 38,294 28,480 Accrued payroll and related fringes 199,850 233,254 Accrued insurance — 78,579 Accrued sales returns and allowances 26,069 18,258 Accrued sales taxes 53,627 50,136 Other 196,409 124,336 $ 796,094 $ 845,881 |
Schedule of Accrued Warranty Expense | Accrued warranty expense was comprised of the following for the years ended December 31, 2020 and 2019: 2020 2019 Beginning balance $ 17,838 $ 195,135 Provision for warranty expense 123,474 47,355 Charges applied to warranty reserve (109,468 ) (224,651 ) Ending balance $ 31,845 $ 17,838 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision (Benefit) | The components of income tax provision (benefit) for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current taxes: Federal $ — $ — State — — Total current taxes — — Deferred tax provision (benefit) — — Income tax provision (benefit) $ — $ — |
Schedule of Reconciliation of Income Tax (Provision) Benefit | A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2020 and 2019 to the Company’s effective tax rate is as follows: 2020 2019 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 5.1 % 5.1 % Stock based compensation (1.9 )% (2.6 )% Change in valuation reserve on deferred tax assets (32.6 )% (22.4 )% Forgiveness of Payroll Protection Plan loan 11.3 % — % Other, net (2.9 )% (1.1 )% Income tax (provision) benefit — % — % |
Schedule of Significant Components of Company's Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Stock-based compensation $ 765,000 $ 605,000 Start-up costs 115,000 115,000 Inventory reserves 510,000 1,080,000 Uniform capitalization of inventory costs 85,000 85,000 Allowance for doubtful accounts receivable 35,000 90,000 Equipment depreciation 255,000 240,000 Deferred revenue 915,000 915,000 Debt and PIA obligations carried at fair value — 1,045,000 Accrued expenses 120,000 110,000 Net operating loss carryforward 19,855,000 17,515,000 Research and development tax credit carryforward 1,795,000 1,795,000 State jobs credit carryforward 230,000 230,000 Charitable contributions carryforward 60,000 55,000 Total deferred tax assets 24,740,000 23,880,000 Valuation reserve (24,595,000 ) (23,740,000 ) Total deferred tax assets 145,000 140,000 Domestic international sales company (145,000 ) (140,000 ) Total deferred tax liabilities (145,000 ) (140,000 ) Net deferred tax assets (liability) $ — $ — |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases Right of Use Assets and Liabilities | The following sets forth the operating lease right of use assets and liabilities as of December 31, 2020: Assets: Operating lease right of use assets $ 753,175 Liabilities: Operating lease obligations-current portion $ 113,484 Operating lease obligations-less current portion $ 723,272 Total operating lease obligations $ 836,756 |
Schedule of Components of Lease Expenses | The components of lease expense were as follows for the year ended December 31, 2020: Selling, general and administrative expenses $ 349,079 |
Schedule of Future Minimum Lease Payments | Following are the minimum lease payments for each year and in total. Year ending December 31: 2021 $ 175,249 2022 184,145 2023 184,241 2024 171,642 Thereafter 333,705 Total undiscounted minimum future lease payments 1,048,982 Imputed interest (212,226 ) Total operating lease liability $ 836,756 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Outstanding | Activity in the various Plans during the years ended December 31, 2020 and 2019 is reflected in the following table: Options Number of Weighted Outstanding at January 1, 2019 434,012 $ 4.62 Granted 180,000 3.01 Exercised — — Forfeited (24,887 ) (13.78 ) Outstanding at December 31, 2019 589,125 $ 3.74 Exercisable at December 31, 2019 499,125 $ 3.87 Options Number of Weighted Outstanding at January 1, 2020 589,125 $ 3.74 Granted 255,000 2.09 Exercised (1,875 ) 4.16 Forfeited (3,937 ) (12.14 ) Outstanding at December 31, 2020 838,313 $ 3.20 Exercisable at December 31, 2020 725,813 $ 3.37 |
Schedule of Fair Value of Stock Options Assumption | The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the years ended December 31, 2020 and 2019: 2020 2019 Assumptions Assumptions Volatility – range 104 % 107.6 % Risk-free rate 0.28 % 2.23 % Contractual term 5.5 years 5.5 years Exercise price $ 2.09 $ 3.01 |
Schedule of Shares Authorized Under Stock Option Plans by Exercise Price Range | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of December 31, 2020: Outstanding options Exercisable options Exercise price Number of Weighted average Number of Weighted average $ 0.01 to $3.49 725,313 8.2 years 612,813 7.9 years $ 3.50 to $4.99 64,000 3.3 years 64,000 3.3 years $ 5.00 to $6.49 — — years — —years $ 6.50 to $7.99 7,250 0.8 years 7,250 0.8 years $ 8.00 to $9.99 2,500 0.4 years 2,500 0.4 years $ 10.00 to $13.20 39,250 0.0 years 39,250 0.0 years 838,313 7.3 years 725,813 7.0 years |
Summary of Restricted Stock Activity | A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2020 and 2019 is as follows: Number of Weighted Nonvested balance, January 1, 2019 772,150 $ 3.40 Granted 522,110 2.91 Vested (774,015 ) (3.35 ) Forfeited (5,370 ) (3.46 ) Nonvested balance, December 31, 2019 514,875 $ 2.97 Number of Weighted Nonvested balance, January 1, 2020 514,875 $ 2.97 Granted 846,591 1.02 Vested (604,591 ) (1.85 ) Forfeited (36,750 ) (1.84 ) Nonvested balance, December 31, 2020 720,125 $ 1.69 |
Schedule of Non-vested Balance of Restricted Stock | The nonvested balance of restricted stock vests as follows: Years ended Number of 2021 479,250 2022 240,875 |
Common Stock Purchase Warrants
Common Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrant Activity | The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2020 and 2019: Warrants Weighted Vested Balance, January 1, 2019 4,693,145 $ 5.40 Granted 678,428 1.75 Exercised (529,000 ) (2.96 ) Cancelled (18,000 ) (3.50 ) Vested Balance, December 31, 2019 4,824,573 $ 5.15 Warrants Weighted Vested Balance, January 1, 2020 4,824,573 $ 5.15 Granted 1,273,374 1.31 Exercised (2,704,583 ) (1.95 ) Cancelled (5,000 ) (16.50 ) Vested Balance, December 31, 2020 3,388,364 $ 6.24 |
Summary of Range of Exercise Prices and Weighted Average Remaining Contractual Life of Warrants | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of December 31, 2020: Outstanding and exercisable warrants Exercise price Number of warrants Weighted average $ 2.60 465,712 2.6 years $ 3.00 316,800 2.3 years $ 3.36 733,333 1.9 years $ 3.65 167,000 1.5 years $ 3.75 25,753 1.6 years $ 5.00 800,000 1.0 years $ 13.43 879,766 0.1 years 3,388,364 1.3 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares Outstanding and Loss Per Share Outstanding | The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2020 and 2019 are as follows: Year ended December 31, 2020 2019 Numerator for basic and diluted income per share – Net loss $ (2,625,881 ) $ (10,005,713 ) Denominator for basic loss per share – weighted average shares outstanding 21,603,635 11,478,618 Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 21,603,635 11,478,618 Net loss per share: Basic $ (0.12 ) $ (0.87 ) Diluted $ (0.12 ) $ (0.87 ) |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) | Jan. 02, 2019USD ($) | |
Contract liabilities | $ 1,647,469 | $ 1,707,943 | |
Sales returns and allowances | 26,069 | 134,825 | |
Advertising costs | $ 990,975 | 1,019,707 | |
Percentage of income tax benefit | Greater than 50% likely | ||
Penalties | |||
Number of reportable segments | Integer | 1 | ||
Operating lease right of use assets | $ 753,175 | 122,459 | $ 501,000 |
Lease liabilities | 836,756 | 582,000 | |
Deferred rent | $ 81,000 | ||
Shipping and Handling [Member] | |||
Cost of goods sold | $ 74,721 | $ 65,312 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Schedule of Contract Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract liabilities, current | $ 1,647,469 | $ 1,707,943 |
Contract liabilities, non-current | 1,848,869 | 1,803,143 |
Total contract liabilities | $ 3,496,338 | $ 3,511,086 |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies - Schedule of Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 10,514,868 | $ 10,441,364 |
DVM-800 [Member] | ||
Revenue | 2,499,588 | 3,756,544 |
ThermoVU [Member] | ||
Revenue | 1,466,306 | |
Shield disinfectants/sanitizers [Member] | ||
Revenue | 176,918 | |
Repair and service [Member] | ||
Revenue | 1,331,071 | 1,505,849 |
FirstVu HD [Member] | ||
Revenue | 1,383,822 | 1,264,457 |
DVM-250 Plus [Member] | ||
Revenue | 339,008 | 1,133,557 |
Cloud Service Revenue [Member] | ||
Revenue | 937,218 | 754,586 |
VuLink [Member] | ||
Revenue | 170,415 | 140,392 |
EVO [Member] | ||
Revenue | 931,889 | 287,012 |
Accessories and Other Revenues [Member] | ||
Revenue | $ 1,278,633 | $ 1,598,967 |
Nature of Business and Summar_7
Nature of Business and Summary of Significant Accounting Policies - Summary of Sales by Geographic Area (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales by geographic area | $ 10,514,868 | $ 10,441,364 |
United States of America [Member] | ||
Sales by geographic area | 10,425,494 | 10,251,259 |
Foreign [Member] | ||
Sales by geographic area | $ 89,374 | $ 190,105 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Major Customers (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 123,224 | $ 123,224 | $ 70,000 |
Cash insured FDIC | 250,000 | ||
Cash uninsured balance | $ 3,653,192 | $ 0 | |
No International Distributor [Member] | Revenue [Member] | |||
Percentage of concentration risk | 10.00% | 10.00% | |
No Individual Customer [Member] | Accounts Receivable [Member] | |||
Percentage of concentration risk | 10.00% | 10.00% |
Accounts Receivable - Allowan_3
Accounts Receivable - Allowance for Doubtful Accounts - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Beginning balance | $ 123,224 | $ 70,000 |
Provision for bad debts | 60,000 | |
Charge-offs to allowance, net of recoveries | (6,776) | |
Ending balance | $ 123,224 | $ 123,224 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods inventory | $ 138,263 | $ 80,711 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw material and component parts | $ 3,186,426 | $ 4,481,611 |
Work-in-process | 1,907 | 35,858 |
Finished goods | 6,974,291 | 4,906,956 |
Subtotal | 10,162,625 | 9,424,425 |
Reserve for excess and obsolete inventory | (1,960,351) | (4,144,013) |
Total | $ 8,202,274 | $ 5,280,412 |
Furniture, Fixtures and Equip_3
Furniture, Fixtures and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization of furniture fixtures and equipment | $ 62,048 | $ 254,491 |
Retired fixed assets | $ 519,468 |
Furniture, Fixtures and Equip_4
Furniture, Fixtures and Equipment - Schedule of Furniture, Fixtures and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Building | $ 422,441 | |
Office furniture, fixtures and equipment | 232,472 | 397,795 |
Warehouse and production equipment | 96,415 | 210,700 |
Demonstration and tradeshow equipment | 107,241 | 252,001 |
Leasehold improvements | 289,865 | 163,170 |
Rental equipment | 71,548 | 93,923 |
Total cost | 1,219,983 | 1,117,591 |
Less: accumulated depreciation and amortization | (553,183) | (920,528) |
Net furniture, fixtures and equipment | $ 666,800 | $ 197,063 |
Buildings [Member] | ||
Estimated Useful Life | 30 years | |
Office Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||
Estimated Useful Life | 3 years | |
Office Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||
Estimated Useful Life | 10 years | |
Warehouse and Production Equipment [Member] | Minimum [Member] | ||
Estimated Useful Life | 3 years | |
Warehouse and Production Equipment [Member] | Maximum [Member] | ||
Estimated Useful Life | 5 years | |
Demonstration and Tradeshow Equipment [Member] | Minimum [Member] | ||
Estimated Useful Life | 2 years | |
Demonstration and Tradeshow Equipment [Member] | Maximum [Member] | ||
Estimated Useful Life | 5 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Estimated Useful Life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Estimated Useful Life | 5 years | |
Rental Equipment [Member] | Minimum [Member] | ||
Estimated Useful Life | 1 year | |
Rental Equipment [Member] | Maximum [Member] | ||
Estimated Useful Life | 3 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 188,108 | $ 135,660 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Gross value | $ 580,672 | $ 781,273 |
Accumulated amortization | 188,108 | 368,005 |
Net carrying value | 392,564 | 413,268 |
Amortized Intangible Assets [Member] | ||
Gross value | 368,589 | 616,313 |
Accumulated amortization | 188,108 | 368,005 |
Net carrying value | 180,481 | 248,308 |
Amortized Intangible Assets [Member] | Licenses [Member] | ||
Gross value | 104,099 | 73,893 |
Accumulated amortization | 52,872 | 41,785 |
Net carrying value | 51,227 | 32,108 |
Amortized Intangible Assets [Member] | Patents and Trademarks [Member] | ||
Gross value | 264,490 | 542,420 |
Accumulated amortization | 135,236 | 326,220 |
Net carrying value | 129,254 | 216,200 |
Unamortized Intangible Assets [Member] | Patents and Trademarks Pending [Member] | ||
Gross value | 212,083 | 164,960 |
Accumulated amortization | ||
Net carrying value | $ 212,083 | $ 164,960 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization for Intangible Assets (Details) | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 89,478 |
2022 | 63,909 |
2023 | 1,950 |
2024 | 1,510 |
2025 and thereafter | 23,634 |
Total | $ 180,481 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) - USD ($) | Dec. 10, 2020 | Jul. 22, 2020 | May 12, 2020 | May 04, 2020 | Apr. 17, 2020 | Jan. 17, 2020 | Dec. 23, 2019 | Aug. 05, 2019 | Aug. 21, 2018 | Jul. 31, 2018 | Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 05, 2019 |
Gain on the extinguishment of debt | $ 1,417,413 | |||||||||||||
Common stock for aggregate purchase price of notes | 5,350,413 | |||||||||||||
Secured convertible notes issuance expense | $ (34,906) | $ (89,148) | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Amortization of debt discount | $ 86,867 | $ 5,808 | ||||||||||||
Private, Third-party Lenders [Member] | ||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||
Debt maturity date | Mar. 31, 2020 | |||||||||||||
Warrant to purchase of common stock shares | 107,000 | |||||||||||||
Warrant exercise price | $ 1.40 | |||||||||||||
Unsecured notes payable | $ 300,000 | |||||||||||||
Warrant exercisable date | Dec. 23, 2024 | |||||||||||||
Proceeds from warrants | $ 71,869 | |||||||||||||
Amortization of debt discount | 66,061 | 5,808 | ||||||||||||
Private, Third-party Lenders [Member] | Warrants [Member] | Volatility [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 86 | |||||||||||||
Private, Third-party Lenders [Member] | Warrants [Member] | Discount Rate [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 1.75 | |||||||||||||
Private, Third-party Lenders [Member] | Warrants [Member] | Expected Dividends [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||
Warrant to purchase of common stock shares | 1,237,624 | 571,428 | ||||||||||||
Warrant exercise price | $ 1.31 | $ 1.8125 | ||||||||||||
Common stock for aggregate purchase price of notes | $ 1,500,000 | $ 125,000 | ||||||||||||
Common stock percentage | 5.00% | |||||||||||||
Aggregate purchase price of notes | $ 2,500,000 | |||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Private Placement [Member] | ||||||||||||||
Debt instrument face amount | 1,624,458 | $ 1,624,458 | ||||||||||||
2018 Proceeds Investment Agreement [Member] | Brickell Key Investments LP [Member] | ||||||||||||||
Warrant exercise price | $ 2.60 | |||||||||||||
Funded amount | $ 10,000,000 | |||||||||||||
Investment agreement description | The Company agreed to assign to BKI (i) 100% of all gross, pre-tax monetary recoveries paid by any defendant(s) to the Company or its affiliates agreed to in a settlement or awarded in judgment in connection with the patent assets, plus any interest paid in connection therewith by such defendant(s) (the "Patent Assets Proceeds"), up to the minimum return (as defined in the Agreement) and (ii) if BKI has not received its minimum return by the earlier of a liquidity event (as defined in the Agreement) and July 31, 2020, then the Company agreed to assign to BKI 100% of the Patent Asset Proceeds until BKI has received an amount equal to the minimum return on $4.0 million. | |||||||||||||
Payments of minimum return | $ 4,000,000 | |||||||||||||
Indebtedness | $ 500,000 | |||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Description of warrants reflecting agreement | The Company's common stock, par value $0.001 per share (the "PIA Warrant"), at an exercise price of $2.60 per share provided that the holder of the PIA Warrant will be prohibited from exercising the PIA Warrant if, as a result of such exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. However, such holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The PIA Warrant is exercisable for five years from the date of issuance and is exercisable on a cashless exercise basis if there is no effective registration statement. No contractual registration rights were given. | |||||||||||||
Warrant to purchase shares of common stock | 465,712 | |||||||||||||
Lump sum payment received | 6,000,000 | |||||||||||||
Minimum return payment obligations | 6,000,000 | |||||||||||||
2018 Proceeds Investment Agreement [Member] | Brickell Key Investments LP [Member] | First Tranche [Member] | ||||||||||||||
Funded amount | $ 500,000 | |||||||||||||
2018 Proceeds Investment Agreement [Member] | Brickell Key Investments LP [Member] | Second Tranche [Member] | ||||||||||||||
Funded amount | $ 10,000,000 | $ 9,500,000 | ||||||||||||
Number of option exercised | 9,500,000 | |||||||||||||
Termination Agreement [Member] | ||||||||||||||
Payments for termination | 1,250,000 | |||||||||||||
Termination Agreement [Member] | Brickell Key Investments LP [Member] | ||||||||||||||
Payment for contract termination | $ 1,250,000 | |||||||||||||
Contingent payment | $ 2,750,000 | |||||||||||||
Contract termination description | Under the terms of the Termination Agreement, upon payment of $1,250,000 by the Company to BKI both parties agreed to terminate the PIA and to release each other from any further liability thereunder. Such $1,250,000 payment was made on July 22, 2020. In addition to the $1,250,000 payment, the Company further agreed to pay BKI the following: (a) a contingent payment in the amount of $2,750,000 following the closing of an asset purchase, membership interest purchase, or similar transaction between the Company and a specified third-party (the "Purchase Transaction") and (b) any and all future proceeds received from Watchguard and its successors and assigns by the Company for WatchGuard's use of U.S. Patent Nos. 8,781,292 and 9,253,452. For clarity, the Company and BKI further agreed that the payment of the contingent payment would only be due and payable upon the closing of the specified Purchase Transaction and the relevant contingent payment portion of the Termination Agreement, and any obligations stemming therefrom, would automatically terminate if the specified Purchase Transaction is abandoned prior to its closing, including its failure to close within three years from the date of the Termination Agreement. The specified Purchase Transaction has not yet occurred and there is no binding agreement to complete such Purchase Transaction. | |||||||||||||
Paycheck Protection Program [Member] | 2020 Small Business Administration Notes [Member] | ||||||||||||||
Loan amount | $ 1,418,900 | |||||||||||||
Debt instrument term | 2 years | |||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||
Monthly principal payments | $ 79,851 | |||||||||||||
Gain on the extinguishment of debt | $ 1,418,900 | |||||||||||||
2020 Small Business Administration Notes [Member] | ||||||||||||||
Debt instrument interest rate | 3.75% | |||||||||||||
Monthly principal payments | $ 731 | |||||||||||||
Proceeds from loans | 150,000 | |||||||||||||
Debt instrument face amount | $ 150,000 | |||||||||||||
8% Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt instrument face amount | 2,777,778 | |||||||||||||
8% Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreement [Member] | Investors [Member] | ||||||||||||||
Debt instrument face amount | $ 1,666,666 | $ 1,153,320 | ||||||||||||
Debt maturity date | Apr. 16, 2021 | Aug. 4, 2020 | ||||||||||||
Debt converted into shares | 1,650,164 | 1,984,126 | ||||||||||||
Conversion price, per share | $ 1.01 | $ 1.40 | ||||||||||||
Agreement description | As a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. | As a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. | ||||||||||||
2020 Convertible Notes [Member] | ||||||||||||||
Debt instrument term | 1 year | |||||||||||||
2020 Convertible Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt instrument face amount | 1,665,666 | |||||||||||||
Prepay in cash the remaining outstanding principal | 1,000 | |||||||||||||
2020 Secured Convertible Notes [Member] | ||||||||||||||
Secured convertible notes issuance expense | $ 34,906 | $ 0 | ||||||||||||
2019 Secured Convertible Notes [Member] | ||||||||||||||
Debt instrument term | 7 months 6 days | 7 months 6 days | ||||||||||||
Secured convertible notes issuance expense | $ 0 | $ 89,148 | ||||||||||||
Unsecured Promissory Note Payable [Member] | ||||||||||||||
Debt instrument interest rate | 6.00% | |||||||||||||
Debt maturity date | May 28, 2020 | |||||||||||||
Unsecured notes payable | $ 319,000 | |||||||||||||
Total interest accrued | 5,236 | |||||||||||||
Unsecured Promissory Note Payable [Member] | Private, Third-party Lenders [Member] | ||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||
Debt maturity date | Apr. 17, 2020 | |||||||||||||
Warrant to purchase of common stock shares | 35,750 | |||||||||||||
Warrant exercise price | $ 1.40 | |||||||||||||
Unsecured notes payable | $ 100,000 | |||||||||||||
Warrant exercisable date | Jan. 17, 2025 | |||||||||||||
Proceeds from warrants | $ 20,806 | |||||||||||||
Amortization of debt discount | $ 20,806 | |||||||||||||
Unsecured Promissory Note Payable [Member] | Private, Third-party Lenders [Member] | Warrants [Member] | Volatility [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 86 | |||||||||||||
Unsecured Promissory Note Payable [Member] | Private, Third-party Lenders [Member] | Warrants [Member] | Discount Rate [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 2 | |||||||||||||
Unsecured Promissory Note Payable [Member] | Private, Third-party Lenders [Member] | Warrants [Member] | Expected Dividends [Member] | ||||||||||||||
Warrants and rights outstanding, measurement input | 0 |
Debt Obligations - Summary of S
Debt Obligations - Summary of Secured Convertible Debentures and Proceeds Investment Agreement (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt obligations | $ 160,000 | $ 8,327,748 |
Less: current maturities of debt obligations | 11,727 | 1,827,748 |
Debt obligations, long-term | 148,273 | 6,500,000 |
Economic Injury Disaster Loan [Member] | ||
Debt obligations | 150,000 | |
Paycheck Protection Program [Member] | ||
Debt obligations | 10,000 | |
2019 Secured Convertible Notes [Member] | ||
Debt obligations | 1,593,809 | |
2018 Secured Convertible Notes [Member] | ||
Debt obligations | 6,500,000 | |
Unsecured Promissory Note Payable [Member] | ||
Debt obligations | $ 233,939 |
Debt Obligations - Summary of_2
Debt Obligations - Summary of Secured Convertible Debentures and Proceeds Investment Agreement (Details) (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Unamortized discount | $ 0 | $ 66,061 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Maturity of Debt Obligations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 6,218 | |
2022 | 6,206 | |
2023 | 3,166 | |
2024 | 3,286 | |
2025 and thereafter | 141,124 | |
Total | $ 148,273 | $ 6,500,000 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Fair Value of Embedded Derivatives and Warrants (Details) - USD ($) | Apr. 17, 2020 | Aug. 05, 2019 | Jul. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Gross cash proceeds | $ 1,500,000 | $ 2,500,000 | |||
2020 Secured Convertible Notes [Member] | |||||
Gross cash proceeds | $ 1,500,000 | ||||
2018 Proceeds Investment Agreement [Member] | |||||
Gross cash proceeds | $ 10,000,000 | ||||
Secured Convertible Notes [Member] | 2020 Secured Convertible Notes [Member] | |||||
Gross cash proceeds | 778,859 | ||||
Common Stock Purchase Warrants [Member] | 2020 Secured Convertible Notes [Member] | |||||
Gross cash proceeds | $ 721,141 | ||||
Common Stock Purchase Warrants [Member] | 2018 Proceeds Investment Agreement [Member] | |||||
Gross cash proceeds | 932,487 | ||||
Proceeds Investment Agreement [Member] | 2018 Proceeds Investment Agreement [Member] | |||||
Gross cash proceeds | $ 9,067,513 | ||||
2019 Secured Convertible Notes [Member] | |||||
Gross cash proceeds | $ 2,500,000 | ||||
2019 Secured Convertible Notes [Member] | Secured Convertible Notes [Member] | |||||
Gross cash proceeds | 1,845,512 | ||||
2019 Secured Convertible Notes [Member] | Common Stock Purchase Warrants [Member] | |||||
Gross cash proceeds | 535,739 | ||||
2019 Secured Convertible Notes [Member] | Common Stock Issued as Commitment Shares [Member] | |||||
Gross cash proceeds | $ 118,749 |
Debt Obligations - Summary of F
Debt Obligations - Summary of Fair Value and Adjusted Carrying Value of Secured Convertible Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Secured convertible notes, beginning balance | $ 1,593,809 | |
Change in fair value of secured convertible note during the period | 1,300,252 | $ 519,821 |
Secured convertible notes, ending balance | 1,593,809 | |
2020 Convertible Notes [Member] | ||
Secured convertible notes, beginning balance | ||
Issuance of convertible notes at fair value | 778,859 | |
Principal repaid during the period by issuance of common stock | (1,665,666) | |
Principal repaid during the period by payment of cash | (1,000) | |
Change in fair value of secured convertible note during the period | 887,807 | |
Secured convertible notes, ending balance | ||
2019 Secured Convertible Notes [Member] | ||
Secured convertible notes, beginning balance | 1,593,809 | |
Issuance of convertible notes at fair value | 1,845,512 | |
Principal repaid during the period by issuance of common stock | (1,259,074) | (648,067) |
Principal repaid during the period by payment of cash | (747,180) | (123,457) |
Change in fair value of secured convertible note during the period | 412,445 | 519,821 |
Secured convertible notes, ending balance | $ 1,593,809 |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Certain Estimates and Assumptions of Fair Value of Secured Convertible Notes (Details) | Apr. 17, 2020$ / shares | Dec. 31, 2020 | Dec. 31, 2019$ / shares |
2020 Convertible Notes [Member] | |||
Contractual term | 1 year | ||
2020 Convertible Notes [Member] | Volatility [Member] | |||
Debt instrument, measurement input | 90 | ||
2020 Convertible Notes [Member] | Risk Free Interest Rate [Member] | |||
Debt instrument, measurement input | 0.36 | ||
2020 Convertible Notes [Member] | Calibrated Stock Price [Member] | |||
Debt instrument, measurement input | 0.92 | ||
2020 Convertible Notes [Member] | Debt Yield [Member] | |||
Debt instrument, measurement input | 132.2 | ||
2019 Secured Convertible Notes [Member] | |||
Contractual term | 7 months 6 days | 7 months 6 days | |
2019 Secured Convertible Notes [Member] | Volatility [Member] | |||
Debt instrument, measurement input | 115 | ||
2019 Secured Convertible Notes [Member] | Risk Free Interest Rate [Member] | |||
Debt instrument, measurement input | 1.60 | ||
2019 Secured Convertible Notes [Member] | Calibrated Stock Price [Member] | |||
Debt instrument, measurement input | 1.06 | ||
2019 Secured Convertible Notes [Member] | Debt Yield [Member] | |||
Debt instrument, measurement input | 123.6 |
Debt Obligations - Schedule o_4
Debt Obligations - Schedule of Certain Estimates and Assumptions of Weighted Patent Asset (Details) - Patent Asset [Member] - Axon and WatchGuard [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Estimated minimum return payable to BKI | $ 21,000,000 |
Negotiation discount | 43.30% |
Minimum [Member] | |
Discount rate | 3.00% |
Expected term to patent asset proceeds payment | 6 months 29 days |
Probability of success | 5.90% |
Maximum [Member] | |
Discount rate | 16.60% |
Expected term to patent asset proceeds payment | 4 years |
Probability of success | 38.50% |
Debt Obligations - Schedule o_5
Debt Obligations - Schedule of Fair Value of Debentures Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 6,500,000 | $ 9,142,000 |
Repayment of obligation | (1,250,000) | (6,000,000) |
Change in the fair value during the period | (5,250,000) | 3,358,000 |
Ending balance | $ 6,500,000 |
Fair Value Measurement - Financ
Fair Value Measurement - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Secured convertible debentures | $ 1,593,809 | |
Proceeds investment agreement | 6,500,000 | |
Liabilities, fair value | 8,093,809 | |
Level 1 [Member] | ||
Secured convertible debentures | ||
Proceeds investment agreement | ||
Liabilities, fair value | ||
Level 2 [Member] | ||
Secured convertible debentures | ||
Proceeds investment agreement | ||
Liabilities, fair value | ||
Level 3 [Member] | ||
Secured convertible debentures | 1,593,809 | |
Proceeds investment agreement | 6,500,000 | |
Liabilities, fair value | $ 8,093,809 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value Measurements Change in Level 3 Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value measurement, beginning balance | $ 8,093,809 | $ 9,142,000 |
Principal payments made on debentures | (6,000,000) | |
Issuance of secured convertible debt | 778,859 | 1,845,512 |
Conversion of secured convertible debentures | (2,924,740) | (648,067) |
Repayment of proceeds investment agreement | (1,250,000) | (6,000,000) |
Repayment of secured convertible notes | (748,180) | (123,457) |
Change in fair value of secured convertible debentures and proceeds investment agreement | (3,949,748) | 3,877,821 |
Fair value measurement, ending balance | 8,093,809 | |
2019 Secured Convertible Notes [Member] | ||
Fair value measurement, beginning balance | 1,593,809 | |
Principal payments made on debentures | ||
Issuance of secured convertible debt | 1,845,512 | |
Conversion of secured convertible debentures | (1,259,074) | (648,067) |
Repayment of proceeds investment agreement | ||
Repayment of secured convertible notes | (747,180) | (123,457) |
Change in fair value of secured convertible debentures and proceeds investment agreement | 412,445 | 519,821 |
Fair value measurement, ending balance | 1,593,809 | |
2020 Convertible Notes [Member] | ||
Fair value measurement, beginning balance | ||
Principal payments made on debentures | ||
Issuance of secured convertible debt | 778,859 | |
Conversion of secured convertible debentures | (1,665,666) | |
Repayment of proceeds investment agreement | ||
Repayment of secured convertible notes | (1,000) | |
Change in fair value of secured convertible debentures and proceeds investment agreement | 887,807 | |
Fair value measurement, ending balance | ||
Proceeds Investment Agreement [Member] | ||
Fair value measurement, beginning balance | 6,500,000 | 9,142,000 |
Principal payments made on debentures | (6,000,000) | |
Issuance of secured convertible debt | ||
Conversion of secured convertible debentures | ||
Repayment of proceeds investment agreement | (1,250,000) | |
Repayment of secured convertible notes | ||
Change in fair value of secured convertible debentures and proceeds investment agreement | (5,250,000) | 3,358,000 |
Fair value measurement, ending balance | $ 6,500,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued warranty expense | $ 31,845 | $ 17,838 | $ 195,135 |
Accrued litigation costs | 250,000 | 295,000 | |
Accrued sales commissions | 38,294 | 28,480 | |
Accrued payroll and related fringes | 199,850 | 233,254 | |
Accrued insurance | 78,579 | ||
Accrued sales returns and allowances | 26,069 | 18,258 | |
Accrued sales taxes | 53,627 | 50,136 | |
Other | 196,409 | 124,336 | |
Total accrued expenses | $ 796,094 | $ 845,881 |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Warranty Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 17,838 | $ 195,135 |
Provision for warranty expense | 123,474 | 47,355 |
Charges applied to warranty reserve | (109,468) | (224,651) |
Ending balance | $ 31,845 | $ 17,838 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective tax rate of expected statutory rate | 21.00% | 21.00% |
Valuation allowance on deferred tax assets | $ 24,595,000 | $ 23,740,000 |
Increase in valuation allowance | 855,000 | |
Net operating loss carry-forwards | $ 76,070,000 | |
Operating loss carry-forwards expiration years | Expire between 2026 and 2040. | |
Net operating loss due to ownership changes | $ 765,000 | |
Research and development tax credit carry-forwards | 1,795,000 | $ 1,795,000 |
Annual limitation due to ownership changes | $ 1,151,000 | |
Tax credit carry-forwards, expiration date | Expire between 2023 and 2037. | |
Percentage of income tax benefit | Greater than 50% likely | |
Effective tax rate expected statutory valuation allowance on net deferred tax assets | 100.00% | 100.00% |
Research And Development [Member] | ||
Tax credit carryforwards | $ 1,795,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current taxes: Federal | ||
Current taxes: State | ||
Total current taxes | ||
Deferred tax provision (benefit) | ||
Income tax provision (benefit) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax (Provision) Benefit (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. Statutory tax rate | 21.00% | 21.00% |
State taxes, net of Federal benefit | 5.10% | 5.10% |
Stock based compensation | (1.90%) | (2.60%) |
Change in valuation reserve on deferred tax assets | (32.60%) | (22.40%) |
Forgiveness of Payroll Protection Plan loan | 11.30% | 0.00% |
Other, net | (2.90%) | (1.10%) |
Income tax (provision) benefit | 0.00% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Company's Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 765,000 | $ 605,000 |
Start-up costs | 115,000 | 115,000 |
Inventory reserves | 510,000 | 1,080,000 |
Uniform capitalization of inventory costs | 85,000 | 85,000 |
Allowance for doubtful accounts receivable | 35,000 | 90,000 |
Equipment depreciation | 255,000 | 240,000 |
Deferred revenue | 915,000 | 915,000 |
Debt and PIA obligations carried at fair value | 1,045,000 | |
Accrued expenses | 120,000 | 110,000 |
Net operating loss carryforward | 19,855,000 | 17,515,000 |
Research and development tax credit carryforward | 1,795,000 | 1,795,000 |
State jobs credit carryforward | 230,000 | 230,000 |
Charitable contributions carryforward | 60,000 | 55,000 |
Total deferred tax assets | 24,740,000 | 23,880,000 |
Valuation reserve | (24,595,000) | (23,740,000) |
Total deferred tax assets | 145,000 | 140,000 |
Domestic international sales company | (145,000) | (140,000) |
Total deferred tax liabilities | (145,000) | (140,000) |
Net deferred tax assets (liability) |
Operating Lease (Details Narrat
Operating Lease (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
September 2012 for Office and Warehouse Space [Member] | |
Operating lease maturity date | Dec. 31, 2026 |
Weighted average remaining lease term | 71 months |
September 2012 for Office and Warehouse Space [Member] | Minimum [Member] | |
Operating lease monthly payments | $ 12,398 |
September 2012 for Office and Warehouse Space [Member] | Maximum [Member] | |
Operating lease monthly payments | 14,741 |
October 2019 for Copiers [Member] | |
Operating lease monthly payments | $ 1,598 |
Operating lease maturity date | Oct. 31, 2023 |
Weighted average remaining lease term | 34 months |
Office Space and Copier [Member] | |
Operating lease expense | $ 349,079 |
Weighted average discount rate | 8.00% |
Operating Leases - Schedule of
Operating Leases - Schedule of Operating Leases Right of Use Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
Operating lease right of use assets | $ 753,175 | $ 122,459 | $ 501,000 |
Operating lease obligations-Current portion | 113,484 | 159,160 | |
Operating lease obligations-Long-term portion | 723,272 | $ 44,460 | |
Total operating lease obligations | $ 836,756 | $ 582,000 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Components of Lease Expenses (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Selling, General and Administrative Expenses [Member] | |
Selling, general and administrative expenses | $ 349,079 |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2020 | Jan. 02, 2019 |
Leases [Abstract] | ||
2021 | $ 175,249 | |
2022 | 184,145 | |
2023 | 184,241 | |
2024 | 171,642 | |
Thereafter | 333,705 | |
Total undiscounted minimum future lease payments | 1,048,982 | |
Imputed interest | (212,226) | |
Total operating lease liability | $ 836,756 | $ 582,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 01, 2019 | May 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 03, 2018 | Jun. 01, 2018 |
Matching contributions to 401 (k) plan | $ 110,491 | $ 108,688 | ||||
Payment of advances | 400,000 | $ 123,457 | ||||
Advance commissions amount | $ 7,000 | |||||
Commissions and consulting fees description | The parties have mutually agreed to further extend the arrangement on a monthly basis at $5,000 per month. | |||||
Consulting and Distributor Agreements [Member] | ||||||
Payment of advances | 274,731 | |||||
Mutual Agreement [Member] | ||||||
Payment of advances | 53,332 | |||||
Advance amount, net | 0 | |||||
Advance commissions amount | $ 6,000 | |||||
Limited Liability Company [Member] | Consulting and Distributor Agreements [Member] | Minimum [Member] | ||||||
Payments for commissions | 5,000 | |||||
Limited Liability Company [Member] | Consulting and Distributor Agreements [Member] | Maximum [Member] | ||||||
Payments for commissions | $ 6,000 | |||||
Employee Retirement Plan [Member] | ||||||
Description of matching contributions to employees | The plan, as amended, requires it to provide 100% matching contributions for employees, who elect to contribute up to 3% of their compensation to the plan and 50% matching contributions for employee's elective deferrals on the next 2% of their contributions. | |||||
3% of Employee Contribution [Member] | ||||||
Percentage of employer matching contribution | 100.00% | |||||
2% of Employee Contribution [Member] | ||||||
Percentage of employer matching contribution | 50.00% | |||||
Employee Contribution [Member] | ||||||
Percentage for vesting contributions | 100.00% | |||||
Employer Contribution [Member] | ||||||
Percentage for vesting contributions | 100.00% | |||||
WatchGuard [Member] | ||||||
One-time settlement payment | $ 6,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation | $ 1,462,270 | $ 2,112,090 |
Number of common stock authorized to grant | 5,675,000 | |
Options, available for grant | 1,064,346 | |
Stock options granted | 415,742 | 436,217 |
Aggregate intrinsic value of options outstanding | $ 86,150 | $ 0 |
Intrinsic value of options exercisable | 58,025 | $ 0 |
Unrecognized stock compensation expense | 183,415 | |
Non Vested Restricted Stock Grants [Member] | ||
Unrecognized stock compensation expense | $ 130,072 | |
2005 Stock Option Plan [Member] | During 2015 [Member] | ||
Number of common stock shares reserved for awards which unavailable for issuance | 19,678 | |
Unexercised and outstanding stock options | 7,563 | |
2006 Stock Option Plan [Member] | During 2016 [Member] | ||
Number of common stock shares reserved for awards which unavailable for issuance | 25,849 | |
Unexercised and outstanding stock options | 39,750 | |
2007 Stock Option Plan [Member] | During 2017 [Member] | ||
Number of common stock shares reserved for awards which unavailable for issuance | 89,651 | |
Unexercised and outstanding stock options | 5,000 | |
2008 Plan [Member] | During 2018 [Member] | ||
Number of common stock shares reserved for awards which unavailable for issuance | 9,249 | |
Unexercised and outstanding stock options | 31,250 | |
2020 Stock Option Plan [Member] | Restricted Stock [Member] | ||
Number of common stock authorized to grant | 1,500,000 | |
Options, available for grant | 438,341 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options Granted | 415,742 | 436,217 |
Stock Options [Member] | ||
Options Outstanding, Beginning balance | 589,125 | 434,012 |
Options Granted | 255,000 | 180,000 |
Options Exercised | (1,875) | |
Options Forfeited | (3,937) | (24,887) |
Options Outstanding, Ending balance | 838,313 | 589,125 |
Options Exercisable, Ending balance | 725,813 | 499,125 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 3.74 | $ 4.62 |
Weighted Average Exercise Price, Granted | 2.09 | 3.01 |
Weighted Average Exercise Price, Exercised | 4.16 | |
Weighted Average Exercise Price, Forfeited | (12.14) | (13.78) |
Weighted Average Exercise Price, Outstanding, Ending balance | 3.2 | 3.74 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 3.37 | $ 3.87 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Volatility - range | 104.00% | 107.60% |
Risk-free rate | 0.28% | 2.23% |
Contractual term | 5 years 6 months | 5 years 6 months |
Exercise price | $ 2.09 | $ 3.01 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Shares Authorized Under Stock Option Plans by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of options, outstanding | 838,313 |
Weighted average remaining contractual life, outstanding options | 7 years 3 months 19 days |
Number of options, exercisable | 725,813 |
Weighted average remaining contractual life, exercisable options | 7 years |
Exercise Price Range One [Member] | |
Exercise price range, lower limit | $ / shares | $ 0.01 |
Exercise price range, upper limit | $ / shares | $ 3.49 |
Number of options, outstanding | 725,313 |
Weighted average remaining contractual life, outstanding options | 8 years 2 months 12 days |
Number of options, exercisable | 612,813 |
Weighted average remaining contractual life, exercisable options | 7 years 10 months 25 days |
Exercise Price Range Two [Member] | |
Exercise price range, lower limit | $ / shares | $ 3.50 |
Exercise price range, upper limit | $ / shares | $ 4.99 |
Number of options, outstanding | 64,000 |
Weighted average remaining contractual life, outstanding options | 3 years 3 months 19 days |
Number of options, exercisable | 64,000 |
Weighted average remaining contractual life, exercisable options | 3 years 3 months 19 days |
Exercise Price Range Three [Member] | |
Exercise price range, lower limit | $ / shares | $ 5 |
Exercise price range, upper limit | $ / shares | $ 6.49 |
Number of options, outstanding | |
Weighted average remaining contractual life, outstanding options | 0 years |
Number of options, exercisable | |
Weighted average remaining contractual life, exercisable options | 0 years |
Exercise Price Range Four [Member] | |
Exercise price range, lower limit | $ / shares | $ 6.50 |
Exercise price range, upper limit | $ / shares | $ 7.99 |
Number of options, outstanding | 7,250 |
Weighted average remaining contractual life, outstanding options | 9 months 18 days |
Number of options, exercisable | 7,250 |
Weighted average remaining contractual life, exercisable options | 9 months 18 days |
Exercise Price Range Five [Member] | |
Exercise price range, lower limit | $ / shares | $ 8 |
Exercise price range, upper limit | $ / shares | $ 9.99 |
Number of options, outstanding | 2,500 |
Weighted average remaining contractual life, outstanding options | 4 months 24 days |
Number of options, exercisable | 2,500 |
Weighted average remaining contractual life, exercisable options | 4 months 24 days |
Exercise Price Range Six [Member] | |
Exercise price range, lower limit | $ / shares | $ 10 |
Exercise price range, upper limit | $ / shares | $ 13.20 |
Number of options, outstanding | 39,250 |
Weighted average remaining contractual life, outstanding options | 0 years |
Number of options, exercisable | 39,250 |
Weighted average remaining contractual life, exercisable options | 0 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Restricted shares, Non-vested Beginning Balance | 514,875 | 772,150 |
Number of Restricted shares, Granted | 846,591 | 522,110 |
Number of Restricted shares, Vested | (604,591) | (774,015) |
Number of Restricted shares, Forfeited | (36,750) | (5,370) |
Number of Restricted shares, Non-vested Ending Balance | 720,125 | 514,875 |
Weighted average grant date fair value, Non-vested Beginning Balance | $ 2.97 | $ 3.4 |
Weighted average grant date fair value, Granted | 1.02 | 2.91 |
Weighted average grant date fair value, Vested | (1.85) | (3.35) |
Weighted average grant date fair value, Forfeited | (1.84) | (3.46) |
Weighted average grant date fair value, Non-vested Ending Balance | $ 1.69 | $ 2.97 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Non-vested Balance of Restricted Stock (Details) - Restricted Stock [Member] | Dec. 31, 2020shares |
Non-vested balance, 2021 | 479,250 |
Non-vested balance, 2022 | 240,875 |
Common Stock Purchase Warrant_2
Common Stock Purchase Warrants (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Common Stock Purchase Warrants [Member] | |
Warrants to purchase common stock | shares | 3,388,364 |
Warrant expiration term, description | January 22, 2021 through July 31, 2023 |
Common Stock Purchase Warrants [Member] | Minimum [Member] | |
Warrant, exercise per share | $ 2.60 |
Common Stock Purchase Warrants [Member] | Maximum [Member] | |
Warrant, exercise per share | $ 13.43 |
Warrants [Member] | |
Intrinsic value of all outstanding warrants | $ | $ 0 |
Warrants, weighted average remaining term | 15 years 9 months 18 days |
Common Stock Purchase Warrant_3
Common Stock Purchase Warrants - Summary of Warrant Activity (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants, Vested, Beginning balance | 4,824,573 | 4,693,145 |
Warrants, Granted | 1,273,374 | 678,428 |
Warrants, Exercised | (2,704,583) | (529,000) |
Warrants, Cancelled | (5,000) | (18,000) |
Warrants, Vested, Ending balance | 3,388,364 | 4,824,573 |
Weighted average exercise price, Vested, Beginning balance | $ 5.15 | $ 5.4 |
Weighted average exercise price, Granted | 1.31 | 1.75 |
Weighted average exercise price, Exercised | (1.95) | (2.96) |
Weighted average exercise price, Cancelled | (16.50) | (3.50) |
Weighted average exercise price, Vested, Ending balance | $ 6.24 | $ 5.15 |
Common Stock Purchase Warrant_4
Common Stock Purchase Warrants - Summary of Range of Exercise Prices and Weighted Average Remaining Contractual Life of Warrants (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Outstanding and exercisable warrants, Number of warrants | 3,388,364 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 year 3 months 19 days |
Exercise Price Range One [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 2.60 |
Outstanding and exercisable warrants, Number of warrants | 465,712 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 2 years 7 months 6 days |
Exercise Price Range Two [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 3 |
Outstanding and exercisable warrants, Number of warrants | 316,800 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 2 years 3 months 19 days |
Exercise Price Range Three [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 3.36 |
Outstanding and exercisable warrants, Number of warrants | 733,333 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 year 10 months 25 days |
Exercise Price Range Four [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 3.65 |
Outstanding and exercisable warrants, Number of warrants | 167,000 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 year 6 months |
Exercise Price Range Five [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 3.75 |
Outstanding and exercisable warrants, Number of warrants | 25,753 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 year 7 months 6 days |
Exercise Price Range Six [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 5 |
Outstanding and exercisable warrants, Number of warrants | 800,000 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 year |
Exercise Price Range Seven [Member] | |
Outstanding and exercisable warrants, Exercise price | $ / shares | $ 13.43 |
Outstanding and exercisable warrants, Number of warrants | 879,766 |
Outstanding and exercisable warrants, Weighted average remaining contractual life | 1 month 6 days |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 09, 2020 | Jul. 02, 2020 | Jun. 10, 2020 | Jun. 08, 2020 | Jun. 02, 2020 | Apr. 17, 2020 | Mar. 03, 2020 | Jan. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2020 |
Capital stock, authorizied | 50,000,000 | 100,000,000 | 50,000,000 | ||||||||
Purchase of additional granted common stock | 415,742 | 436,217 | |||||||||
Gross proceeds from offering | $ 125,000,000 | ||||||||||
Restricted stock issued | |||||||||||
Number of common stock issued, shares | $ 5,350,413 | ||||||||||
President and Chief Executive Officer [Member] | 2020 Issuance of Restricted Common Stock [Member] | |||||||||||
Reduction in annual salaries | $ 150,000 | ||||||||||
President and Chief Executive Officer [Member] | 2018 Stock Option and Restricted Stock Plan [Member] | |||||||||||
Number of common stock issued | 60,200 | ||||||||||
Stock issued price per share | $ 0.92 | ||||||||||
Annual salaries | $ 69,231 | ||||||||||
Chief Financial Officer, Treasurer and Secretary [Member] | 2020 Issuance of Restricted Common Stock [Member] | |||||||||||
Reduction in annual salaries | $ 150,000 | ||||||||||
Chief Financial Officer, Treasurer and Secretary [Member] | 2018 Stock Option and Restricted Stock Plan [Member] | |||||||||||
Number of common stock issued | 75,250 | ||||||||||
Stock issued price per share | $ 0.92 | ||||||||||
Annual salaries | $ 55,384 | ||||||||||
Five Employees [Member] | |||||||||||
Restricted stock issued, shares | 178,091 | ||||||||||
Restricted stock issued | $ 165,625 | ||||||||||
IPO [Member] | |||||||||||
Stock issued price per share | $ 1.15 | ||||||||||
Underwriting Agreement [Member] | Officers and Employees [Member] | 2020 Issuance of Restricted Common Stock [Member] | |||||||||||
Restricted stock granted | 530,050 | ||||||||||
Restricted common stock description | Shares will generally vest one-half on January 2, 2021 and one half on January 2, 2022, provided that each grantee remains an officer or employee on such dates. | ||||||||||
Underwriting Agreement [Member] | IPO [Member] | |||||||||||
Underwriter's legal counsel expense, description | The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common shares in the June 8th Offering. In addition, the Company agreed to pay the Underwriters "road show" expenses, diligence fees and the fees and expenses of the Underwriters' legal counsel not to exceed $30,000. | The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common shares in the June 2nd Offering. In addition, the Company agreed to pay the Underwriters "road show" expenses, diligence fees and the fees and expenses of the Underwriters' legal counsel not to exceed $30,000. | The Underwriters received discounts and commissions of seven percent (7%) of the gross cash proceeds received by the Company from the sale of the common stock in the Offering. In addition, the Company agreed to pay the Underwriters (a) a non-accountable expense reimbursement of 1% of the gross proceeds received and (b) "road show" expenses, diligence fees and the fees and expenses of the Underwriters' legal counsel not to exceed $50,000. | ||||||||
Underwriter's legal counsel expense | $ 30,000 | $ 30,000 | $ 50,000 | ||||||||
Gross proceeds from offering | 4,976,692 | 5,350,413 | $ 2,502,136 | ||||||||
Estimated offering expenses | $ 460,000 | $ 765,000 | |||||||||
Underwriting Agreement [Member] | Aegis Capital Corp [Member] | IPO [Member] | |||||||||||
Number of common stock issued | 2,325,581 | 3,090,909 | 2,521,740 | ||||||||
Stock issued price per share | $ 2.15 | $ 1.65 | $ 1.15 | ||||||||
Purchase of additional granted common stock | 213,953 | 463,636 | 378,261 | ||||||||
Commission Agreement [Member] | Shield and ThermoVU [Member] | |||||||||||
Number of common stock issued | 10,000 | ||||||||||
Number of common stock issued, shares | $ 30,700 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 21, 2020 | Oct. 02, 2020 | Apr. 30, 2020 | Mar. 02, 2021 |
American Rebel Holdings Inc [Member] | Secured Promissory Note [Member] | ||||
Advance provided | $ 250,000 | $ 250,000 | ||
Interest rate | 8.00% | 8.00% | ||
Maturity date | Apr. 21, 2021 | Jan. 2, 2021 | ||
Warrants to purchase common stock | 1,250,000 | |||
Related party transaction, description | Subject to full repayment upon AREB closing on debt or equity financings of at least $600,000, and the receipt of revenue from the sale of inventory sold under the specific purchase order serving as collateral. To date AREB has not made any repayment under this note, therefore the note is currently in default status. | |||
American Rebel Holdings Inc [Member] | Secured Promissory Note [Member] | Subsequent Event [Member] | ||||
Advance provided | $ 117,600 | |||
American Rebel Holdings Inc [Member] | Secured Promissory Note [Member] | Warrants [Member] | ||||
Warrants to purchase common stock | 1,250,000 | |||
Warrant exercise price | $ 0.10 | |||
Warrant term | 5 years | |||
Chairman CEO and President[Member] | Unsecured Promissory Note Payable [Member] | ||||
Advance provided | $ 319,000 | |||
Notes payable interest rate | 6.00% | |||
Notes payable maturity date | May 28, 2020 | |||
Interest accrued and paid | $ 5,236 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Weighted Average Number of Shares Outstanding and Loss Per Share Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted income per share - Net loss | $ (2,625,881) | $ (10,005,713) |
Denominator for basic loss per share - weighted average shares outstanding | 21,603,635 | 11,478,618 |
Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding | ||
Denominator for diluted income (loss) per share - adjusted weighted average shares outstanding | 21,603,635 | 11,478,618 |
Net income (loss) per share: Basic | $ (0.12) | $ (0.87) |
Net income (loss) per share: Diluted | $ (0.12) | $ (0.87) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 24, 2021USD ($)ft² | Feb. 02, 2021USD ($)$ / sharesshares | Jan. 14, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Mar. 02, 2021USD ($) | Oct. 21, 2020USD ($)shares | Oct. 02, 2020USD ($) |
Proceeds from issuance of common stock | $ | $ 12,829,241 | |||||||
American Rebel Holdings Inc [Member] | Secured Promissory Note [Member] | ||||||||
Warrants to purchase common stock | shares | 1,250,000 | |||||||
Advance provided | $ | $ 250,000 | $ 250,000 | ||||||
Common Stock [Member] | ||||||||
Issuance of common stock, shares | shares | 3,554,545 | |||||||
Subsequent Event [Member] | Lenexa Kansas [Member] | ||||||||
Square foot of building | ft² | 71,361 | |||||||
Purchase price | $ | $ 5,300,000 | |||||||
Subsequent Event [Member] | Lenexa Kansas [Member] | Office [Member] | ||||||||
Square foot of building | ft² | 30,000 | |||||||
Subsequent Event [Member] | American Rebel Holdings Inc [Member] | Secured Promissory Note [Member] | ||||||||
Advance provided | $ | $ 117,600 | |||||||
Subsequent Event [Member] | Underwritten Public Offering [Member] | Pre Funded Warrants [Member] | ||||||||
Warrants to purchase common stock | shares | 11,050,000 | 7,200,000 | ||||||
Subsequent Event [Member] | Underwritten Public Offering [Member] | Warrants [Member] | ||||||||
Warrants to purchase common stock | shares | 14,300,000 | 10,000,000 | ||||||
Warrant exercise price | $ / shares | $ 3.25 | $ 3.25 | ||||||
Warrant term | 5 years | 5 years | ||||||
Subsequent Event [Member] | Underwritten Public Offering [Member] | Common Stock [Member] | ||||||||
Issuance of common stock, shares | shares | 3,250,000 | 2,800,000 | ||||||
Public offering price, per share | $ / shares | $ 2.799 | $ 3.095 | ||||||
Underwriters commission percentage on gross proceeds | 6.00% | 6.00% | ||||||
Proceeds from issuance of common stock | $ | $ 37,587,600 | $ 29,013,000 |