Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | ASCENT SOLAR TECHNOLOGIES, INC. |
Entity Central Index Key | 0001350102 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 20-3672603 |
Entity Primary SIC Number | 3674 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Address, Address Line One | 12300 Grant Street |
Entity Address, City or Town | Thornton |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80241 |
City Area Code | 720 |
Local Phone Number | 872-5000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 5,961,760 | $ 167,725 |
Trade receivables, net of allowance of $26,000 and $45,883, respectively | 49,250 | 5,539 |
Inventories | 592,172 | 534,431 |
Prepaid and other current assets | 247,736 | 71,575 |
Total current assets | 6,850,918 | 779,270 |
Property, Plant and Equipment: | 22,425,935 | 24,867,176 |
Accumulated depreciation | (22,146,273) | (24,848,408) |
Net property, plant and equipment | 279,662 | 18,768 |
Other Assets: | ||
Operating lease right-of-use assets, net | 4,984,688 | 5,633,663 |
Patents, net of accumulated amortization of $135,050 and $467,102, respectively | 86,595 | 439,836 |
Equity method investment | 21,205 | |
Other non-current assets | 625,000 | 500,000 |
Total other assets | 5,717,488 | 6,573,499 |
Total Assets | 12,848,068 | 7,371,537 |
Current Liabilities: | ||
Accounts payable | 642,165 | 736,986 |
Related party payables | 45,000 | 135,834 |
Accrued expenses | 991,534 | 1,518,212 |
Accrued interest | 475,671 | 438,063 |
Notes payable | 250,000 | 250,000 |
Current portion of operating lease liability | 646,742 | 575,404 |
Promissory notes, net | 193,200 | |
Embedded derivative liability | 5,303,984 | |
Total current liabilities | 3,051,112 | 9,151,683 |
Long-Term Liabilities: | ||
Non-current operating lease liabilities | 4,532,490 | 5,179,229 |
Non-current secured promissory notes, net | 5,405,637 | |
Non-current convertible notes, net | 8,076,847 | 7,813,048 |
Accrued warranty liability | 21,225 | 14,143 |
Total liabilities | 15,681,674 | 27,563,740 |
Stockholders’ Deficit: | ||
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($801,533 and $752,765 Liquidation Preference, respectively) | 5 | 5 |
Common stock, $0.0001 par value, 500,000,000 authorized; 4,786,804 and 3,659,828 shares issued and outstanding, respectively | 479 | 368 |
Additional paid in capital | 424,948,698 | 401,590,209 |
Accumulated deficit | (427,782,788) | (421,782,785) |
Total stockholders’ deficit | (2,833,606) | (20,192,203) |
Total Liabilities and Stockholders’ Deficit | $ 12,848,068 | $ 7,371,537 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 26,000 | $ 45,883 |
Patents, amortization | $ 135,050 | $ 467,102 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 4,786,804 | 3,659,828 |
Common stock, shares outstanding (in shares) | 4,786,804 | 3,659,828 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares issued (in shares) | 48,100 | 48,100 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Preferred stock, liquidation preference | $ 801,533 | $ 752,765 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Revenues | $ 607,783 | $ 66,613 |
Costs and Expenses | ||
Costs of revenue | 1,902,414 | 174,588 |
Research, development and manufacturing operations | 4,140,319 | 1,165,193 |
Selling, general and administrative | 3,297,982 | 1,029,720 |
Depreciation and amortization | 57,314 | 151,658 |
Total Costs and Expenses | 9,398,029 | 2,521,159 |
Loss from Operations | (8,790,246) | (2,454,546) |
Other Income/(Expense) | ||
Other income/(expense), net | (169,423) | 3,002,170 |
Interest expense | (1,088,327) | (3,507,533) |
Change in fair value of derivatives and loss on extinguishment of liabilities, net | 4,047,993 | 4,577,353 |
Total Other Income/(Expense) | 2,790,243 | 4,071,990 |
Net Income/(Loss) | $ (6,000,003) | $ 1,617,444 |
Net Income/(Loss) Per Share (Basic) | $ (1.54) | $ 1.15 |
Net Income/(Loss) Per Share (Diluted) | $ (1.54) | $ 0.32 |
Weighted Average Common Shares Outstanding (Basic) | 3,894,015 | 1,410,347 |
Weighted Average Common Shares Outstanding (Diluted) | 3,894,015 | 3,721,120 |
Product | ||
Total Revenues | $ 607,783 | $ 66,613 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Bellridge Convertible Note | Global Ichiban Convertible Note | Nanyang Convertible Note | Crowdex Convertible Note | Preferred StockSeries A Preferred Stock | Preferred StockSeries 1A Preferred Stock | Common Stock | Common StockBellridge Convertible Note | Common StockGlobal Ichiban Convertible Note | Common StockNanyang Convertible Note | Common StockCrowdex Convertible Note | Additional Paid-in Capital | Additional Paid-in CapitalBellridge Convertible Note | Additional Paid-in CapitalGlobal Ichiban Convertible Note | Additional Paid-in CapitalNanyang Convertible Note | Additional Paid-in CapitalCrowdex Convertible Note | Retained Earnings |
Beginning balance at Dec. 31, 2019 | $ (25,106,781) | $ 5 | $ 99 | $ 398,293,344 | $ (423,400,229) | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 48,100 | 991,143 | ||||||||||||||||
Interest Expense paid with Common Stock | 2,132 | 2,132 | ||||||||||||||||
Interest Expense paid with Common Stock | 4,266 | |||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock | 1,300,000 | 1,300,000 | ||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock (in shares) | 1,300 | |||||||||||||||||
Loss on Extinguishment of Liabilities | 150,000 | 150,000 | ||||||||||||||||
Conversion of shares | 1,200,000 | $ 45,000 | $ 600,002 | $ 240 | $ 9 | $ 18 | 1,199,760 | $ 44,991 | $ 599,984 | |||||||||
Conversion of shares (in shares) | 2,400,000 | 90,000 | 174,419 | |||||||||||||||
Net Income | 1,617,444 | 1,617,444 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | (20,192,203) | $ 5 | $ 366 | 401,590,211 | (421,782,785) | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,100 | 1,300 | 3,659,828 | |||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock | 2,500,000 | 2,500,000 | ||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock (in shares) | 2,500 | |||||||||||||||||
Proceeds from issuance ofCommon Stock | 13,000,000 | $ 15 | 12,999,985 | |||||||||||||||
Proceeds from issuance ofCommon Stock | 148,334 | |||||||||||||||||
Loss on Extinguishment of Liabilities | 1,686,079 | 1,686,079 | ||||||||||||||||
Conversion of shares | $ 5,800,000 | $ 100,000 | $ 272,521 | $ 20 | $ 3 | $ 20 | $ 55 | (20) | $ 5,799,997 | $ 99,980 | $ 272,466 | |||||||
Conversion of shares (in shares) | (100) | 200,000 | 33,600 | 200,000 | 545,042 | |||||||||||||
Net Income | (6,000,003) | (6,000,003) | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (2,833,606) | $ 5 | $ 479 | $ 424,948,698 | $ (427,782,788) | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 48,100 | 3,700 | 4,786,804 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net income/(loss) | $ (6,000,003) | $ 1,617,444 |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 57,314 | 151,658 |
Operating lease asset amortization | 648,975 | 185,827 |
Patent write off | 297,702 | |
Realized (gain) on sale and foreclosure of assets | (2,987,170) | |
Amortization of deferred financing costs | 4,525 | |
Non-cash interest expense | 820,035 | |
Amortization of debt discount | 1,008,162 | 1,381,685 |
Bad debt expense | (141) | |
Warranty reserve | 7,082 | (14,261) |
Change in fair value of derivatives and (gain) on extinguishment of liabilities, net | (4,047,993) | (4,577,353) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (43,711) | (5,398) |
Inventories | (57,741) | (539) |
Prepaid expenses and other current assets | (301,161) | (524,502) |
Accounts payable | (77,173) | (321,576) |
Related party payable | (90,834) | (174,339) |
Operating lease liabilities | (575,401) | (64,856) |
Accrued interest | 62,781 | 1,225,578 |
Accrued expenses | (292,442) | 398,464 |
Net cash (used in) operating activities | (9,404,443) | (2,884,919) |
Investing Activities: | ||
Purchase of property, plant and equipment | (280,317) | |
Contributions to equity method investment | (21,205) | |
Proceeds on sale of assets | 254,600 | |
Patent activity costs | (156) | |
Net cash provided by (used in) investing activities | (301,522) | 254,444 |
Financing Activities: | ||
Proceeds from debt issuance | 443,200 | |
Repayment of debt | (145,000) | |
Proceeds from issuance of stock | 15,500,000 | 2,500,000 |
Net cash provided by (used in) financing activities | 15,500,000 | 2,798,200 |
Net change in cash and cash equivalents | 5,794,035 | 167,725 |
Cash and cash equivalents at beginning of period | 167,725 | |
Cash and cash equivalents at end of period | 5,961,760 | 167,725 |
Non-Cash Transactions: | ||
Conversions of preferred stock and convertible notes to equity | 6,072,521 | 647,132 |
Series 1A preferred stock conversion | 100,000 | |
Extinguishment of note payable | $ 193,200 | |
Operating lease assets obtained in exchange for operating lease liabilities | (5,819,489) | |
Non-cash mortgage derecognition | (6,443,897) | |
Non-cash property foreclosure | 6,443,897 | |
Initial embedded derivative liabilities | (447,903) | |
Promissory notes exchanged for convertible notes | $ 650,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION Ascent Solar Technologies, Inc. (“Ascent”) was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel, core technologies, and certain trade secrets and royalty free licenses to use in connection with the manufacturing, developing marketing, and commercializing Copper-Indium-Gallium-diSelenide (“CIGS”) photovoltaic (“PV”) products. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, PV, battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and CIGS PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. Currently, the Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers. On September 15, 2021, the Company entered into the Joint Development Agreement (“JDA”) with TubeSolar, a significant existing stakeholder in the Company. Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film PV foils (“PV Foils”) for use in TubeSolar’s solar modules for APV applications that require solar foils for its production. Under the JDA, the Company will receive up (i) to $4 million of NRE fees, (ii) up to $13.5 million of payments upon achievement of certain agreed production and cost structure milestones, and (iii) product revenues from sales of PV Foils to TubeSolar. The JDA has no fixed term, and may only be terminated by either party for breach. The Company recognized $40,000 in product revenue from TubeSolar during the year ended December 31, 2021. The Company and TubeSolar have also jointly established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of 30% of the entity. The purpose of Ascent Germany is to establish and operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until Ascent Germany’s facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility. The Company purchased 17,500 shares of the JV for 1 Euro per share and accounts for this investment as an equity method investment as it does not have control of this entity, but does have significant influence over the activities that most significantly impacts the entity’s operations and financial performance. The Company currently cannot quantify its maximum exposure in this entity. On January 28, 2022 as of 5:00 pm Eastern Time, the Company effected a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of one-for-five thousand (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis at 9:30 am Eastern Time on January 31, 2022. lieu of a fractional share and no fractional shares were issued. All shares and per share amounts in the consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the Reverse Stock Split. Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately 23.74 billion pre-split shares to 4.81 million post-split shares. In connection with the Reverse Stock Split effectiveness, the number of authorized shares of the Company's Common Stock were decreased from 30 billion to 500 million shares. Although the Company is focused on various markets for its product, the Chief Executive Officer makes significant operating decisions and assesses the performance of the Company as a single business segment. Accordingly, the Company has one reportable segment. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION The accompanying consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. and its direct and indirectly wholly owned subsidiaries Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, the “ Company ” ) as of December 31, 2021 and 2020 , and the results of operations for the years ended December 31, 2021 and 2020. Ascent Solar (Shenzhen) Co., Ltd. i s wholly owned by Ascent Solar (Asia) Pte. Ltd.. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2021, and 2020, the Company had inventory reserve balances of $395,943 and $598,392, respectively. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2021, and 2020, the Company had $86,595 and $439,836 of net patent costs, respectively. Of these amounts $45,015 and $103,740 represent costs net of amortization incurred for awarded patents, and the remaining $41,580 and $663,892 represents costs incurred for patent in process applications as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company capitalized $0 and $156 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $37,891 and $45,920 for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company concluded that certain expired patents were not curable and certain patents in process would not be granted. As such, during the year ended December 31, 2021, the Company wrote off the remaining book value of these assets and recorded a charge of $297,702 in Other income/(expense) in the consolidated statement of operations. As of December 31, 2021, future amortization of patents is expected as follows: 2022 $ 19,169 2023 19,168 2024 6,493 2025 185 2026 - $ 45,015 Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2021 and 2020, the Company did no t incur impairments of its manufacturing facilities and equipment. Equity Method Investment: The Company accounts for its investments in stock of other entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company increases its investment for contributions made and records its proportionate share of net earnings, declared dividends and partnership distributions based on the most recently available financial statements of the investee. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to Other income (expense), net. Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the consolidated balance sheets. Convertible Notes : The Company issues, from time to time, convertible notes. Refer to Note 11 for further information. Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 13 and 14 for further discussion on the classification of each instrument. Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. Refer to Notes 11 and 12 for further discussion on embedded derivatives. Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. Leases: The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company accounts for non-lease components, such as certain taxes, insurance and common area maintenance, separate from the lease arrangement. Operating lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding Operating lease right-of-use assets, which represent the Company’s right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for leases with initial terms of 12 months or less. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In determining the Company's operating lease right of use assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within the lease agreement. Revenue Recognition: Product revenue. We recognize revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer. During the years ended December 31, 2021 and 2020, the Company recognized product revenue of $607,783 and $66,613, respectively. Milestone revenue. Each milestone arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing or cost targets and engineering targets. No milestone revenue was recognized for the years ended December 31, 2021 and 2020. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized for the years ended December 31, 2021 and 2020. As a practical expedient, the Company elects to exclude disclosures related to certain unsatisfied performance obligations. These performance obligations include the milestone performance obligations which are wholly unsatisfied as of December 31, 2021. Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis and are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. As of December 31, 2021 and 2020, the Company had an accounts receivable, net balance of $49,250 and $5,539, respectively. As of December 31, 2021 and 2020, the Company had an allowance for doubtful accounts of $26,000 and $45,883, respectively The payment terms and conditions in customer contracts vary. Customers required to prepay are represented by the contract liabilities, included in Accrued Liabilities on the Consolidated Balance Sheets, until the Company’s performance obligations are satisfied. Invoiced customers are typically required to pay within 30 days of invoicing. Deferred revenue was as follows: Balance as of January 1, 2020 $ - Additions 307,500 Recognized as revenue - Balance as of December 31, 2020 307,500 Additions 22,500 Recognized as revenue (307,500 ) Balance as of December 31, 2021 $ 22,500 For the years ended December 31, 2021 and 2020, one customer’s revenue individually represented 83% and 67%, respectively, of the Company’s total revenue. Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Consolidated Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $4,140,319 and $1,165,193 for the years ended December 31, 2021 and 2020, respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold. Marketing and Advertising Costs: The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $8,912 and $3,559 for the years ended December 31, 2021 and 2020, respectively. Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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 bases. 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 of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2018-2021) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. Diluted earnings per share have been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of options and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 28.2 million dilutive common shares for the year ended December 31, 2021 were omitted because they were anti-dilutive. There were approximately 2.3 million dilutive shares for the year ended December 31, 2020. Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 5. Property, Plant and Equipment and Note 11. Convertible Notes. The carrying amount of our long-term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings and are considered to be Level 2. The carrying value for cash and cash equivalents, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for smaller reporting public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5. PROPERTY, PLANT AND EQUIPMENT The following table summarizes property, plant and equipment as of December 31, 2021 and 2020: As of December 31, 2021 2020 Furniture, fixtures, computer hardware and computer software $ 473,448 $ 489,421 Manufacturing machinery and equipment 21,863,624 24,377,755 Manufacturing machinery and equipment, in progress 88,863 - Depreciable property, plant and equipment 22,425,935 24,867,176 Less: Accumulated depreciation and amortization (22,146,273 ) (24,848,408 ) Net property, plant and equipment $ 279,662 $ 18,768 The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Depreciation expense for the years ended December 31, 2021 and 2020 was $19,423 and $105,738, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the Consolidated Statements of Operations. On July 29, 2020 the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid. The Company recognized a gain of approximately $3 million on the sale of the property. On September 21, 2020, the Company entered into a lease agreement with 12300 Grant LLC (“Landlord”), an affiliated company of the Mortgage Holder, for approximately 100,000 rentable square feet of the Building (the “Lease”). The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent shall adjust to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. As of December 31, 2021 and 2020, assets and liabilities related to the Company's lease were as follows : As of December 31, 2021 2020 Operating lease right-of-use assets, net $ 4,984,688 $ 5,633,663 Current portion of operating lease liability 646,742 575,404 Non-current portion of operating lease liability 4,532,490 5,179,229 During the years ended December 31, 2021 and 2020 the Company recorded operating lease costs included in rent expense of $1,033,570 and $287,103, respectively. Future maturities of the operating lease liability are as follows: 2022 $ 988,800 2023 1,018,464 2024 1,049,018 2025 1,080,488 2026 1,112,903 Thereafter 1,146,291 Total lease payments $ 6,395,964 Less amounts representing interest (1,216,732 ) Present value of lease liability $ 5,179,232 The remaining lease term and discount rate of the operating lease is 72.5 months and 7.0% respectively. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consisted of the following at December 31, 2021 and 2020: As of December 31, 2021 2020 Raw materials $ 575,154 $ 525,626 Work in process 15,803 - Finished goods 1,215 8,805 Total $ 592,172 $ 534,431 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7. NOTES PAYABLE Prior to 2020, the Company entered into two agreements with a vendor (“Vendor 1”) to convert the balance of their account into four notes payable in the aggregate amount of $1,073,825. The notes bear interest of 6% per annum and matured on February 24, 2018 and July 31, 2018, respectively, but remained unpaid as of January 1, 2020. At January 1, 2020, the aggregate principal and accrued interest balances were $1,073,825 and $162,205, respectively. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement A”) with Vendor 1 and paid $120,000 on September 23, 2020 as the full and final settlement of all amounts owed between the parties. Following payment, a satisfaction of an existing judgment in favor of Vendor 1 was filed in Adams County, Colorado. The Company booked a gain of approximately $1.1 million relating to Settlement Agreement A. Prior to 2020, the Company entered into an agreement with another vendor (“Vendor 2”) to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of December 31, 2021, the Company had not made any payments on this note, the accrued interest was $56,336, and the note is due upon demand. To the best of our knowledge, Vendor 2 had not made any attempts to recover any amount owing to them since 2019. Prior to 2020, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on December 31, 2019. The Company made principal and interest payments of $32,529 and $897, respectively. At January 1, 2020, the remaining principal and accrued interest balances were $182,705 and $21,933, respectively. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement B”) with the customer and paid $20,000 on September 18, 2020 as the full and final settlement of all amounts owed between the parties. The Company booked a gain of approximately $185,000 relating to Settlement Agreement B. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8. DEBT On August 2, 2019, Colorado Housing and Finance Authority (“CHFA”) entered into an agreement to assign the mortgage note to Iliad Research and Trading, L.P., a Utah limited liability partnership ("IRT"). This agreement closed on September 11, 2019, and IRT paid a total of $5,885,148 to CHFA to assume the note. The payment amount consisted of $5,405,666 of principal and $479,482 of interest and fees. Interest was accrued on the note at the default interest rate of 10.5%. At January 1, 2020, the remaining principal and accrued interest balances were $5,885,148 and $190,158, respectively. On July 29, 2020, the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by IRT and sold at public auction. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 12. DERIVATIVE LIABILITIES The following table is a summary of the derivative liability activity for the years ended December 31, 2021 and 2020: Derivative Liability Balance as of January 1, 2020 $ 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 5,303,984 Liability extinguished (5,303,984 ) Derivative Liability Balance as of December 31, 2021 $ — Convertible Notes Assigned to BD1 The convertible notes that were assigned to BD1 in September 2020, further described above in Notes 10 and 11, were exchanged for new notes as part of the Company’s recapitalization and restructuring effort which began in June 2020. Prior to the exchange, pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging At January 1, 2020, the aggregate derivative liability associated with these notes was $5,706,175. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility range of 42% to 46%, present value discount rate of 12%, and a dividend yield of 0%. During the first three quarters of 2020, pursuant to ASC Topic 815, Derivatives and Hedging as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated in 2020. Convertible Notes held by Global Ichiban In connection with the convertible notes held by Global, further described above in Note 9, pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging At January 1, 2020, the aggregate derivative liability associated with these notes was $2,010,975. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility of 46%, present value discount rate of 12%, and a dividend yield of 0%. The conversion option in the GI Exchange Note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of 49%, expected interest rate of 1.52%, and a dividend yield of 0%, and appropriately recorded that value as a derivative liability. At September 9, 2020, the derivative liability associated with the Global note was $447,903. The fair value of the derivative was recorded as a debt discount and will be charged to interest over the life of the note. The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. Management assessed the fair value option of this embedded derivative, as of December 31, 2020, using the following assumptions: annual volatility of 62%, and a dividend yield of 0%. As a result of the fair value assessments, the Company recorded an aggregate net loss of $2,845,106 for the year ended December 31, 2020, as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statement of Operations to properly reflect that the value of the embedded derivative of $5,303,984 as of December 31, 2020. On March 9, 2021, the Company entered into a settlement agreement with Global, further described above in Note 8. As a result of the settlement, the entire debt was cancelled and the Company recorded an aggregate net gain of $5,303,984 as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statement of Operations to properly reflect that the value of the embedded derivative had been eliminated. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Series A Preferred Stock | NOTE 13. SERIES A PREFERRED STOCK In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6.0 million. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1.0 million. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company’s stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $1,160,000, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At December 31, 2021, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 11) for outstanding shares of Series A Preferred Stock from the Series A Holder. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends. As of December 31, 2021, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $416,733. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 15. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock At, the Company had 500 million shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2021, the Company had 4,786,804 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2021. On March 4, 2021, Baybridge purchased 15,000 shares of the Company’s common stock for an aggregate purchase price of $3,000,000. On August 2, 2021, the Company entered into a common stock purchase agreement (“Common Stock SPA”) with BD1 for the placement of 133,333 shares of the Company’s common stock for an aggregate purchase price of $10,000,000. The first tranche of 66,667 shares for $5,000,000 closed on September 2, 2021 and the second tranche closed on November 5, 2021. Preferred Stock At December 31, 2020, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 3,700 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 13 for Series A Preferred Stock activity. Series 1A Preferred Stock Refer to Note 14 for Series 1A Preferred Stock activity. Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, E, G, H, I, J, J-1, or K during the years ended December 31, 2021 and 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES The Company records income taxes using the liability method. Under this method, deferred tax assets and are computed for the expected future impact of temporary differences between the financial statement and income tax bases of assets and liabilities using current income tax rates and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold before a benefit is recognized in the financial statements. At December 31, 2021, the Company had $233.6 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income through the year 2037. At December 31, 2021, the Company had $64.8 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income indefinitely. Under the Internal Revenue Code, the future utilization of net operating losses may be limited in certain circumstances where there is a significant ownership change. The Company prepared an analysis for the year ended December 31, 2012 and determined that a significant change in ownership had occurred as a result of the cumulative effect of the sales of common stock through its offerings. Such change limited the Company’s utilizable net operating loss carryforwards to $298.4 million for the year ended December 31, 2021. Available net operating loss carryforwards may be further limited in the event of another significant ownership change. Deferred income taxes reflect an estimate of the cumulative temporary differences recognized for financial reporting purposes from that recognized for income tax reporting purposes. At December 31, 2021 and 2020, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2021 2020 Deferred Tax Asset Accrued Expenses $ 104,000 $ 22,000 Inventory Allowance 98,000 137,000 Other 5,000 10,000 Operating Lease Liability 1,280,000 1,183,000 Tax effect of NOL carryforward 74,167,000 72,307,000 Depreciation 596,000 355,000 Warranty reserve 5,000 3,000 Gross Deferred Tax Asset 76,255,000 74,017,000 Valuation Allowance (75,003,000 ) (72,555,000 ) Net Deferred Tax Asset $ 1,252,000 $ 1,462,000 Operating lease right-of-use asset, net (1,231,000 ) (1,287,000 ) Amortization (21,000 ) (175,000 ) Net Deferred Tax Liability $ (1,252,000 ) $ (1,462,000 ) Total — — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes it is not more-likely-than-not that the Company will realize the benefits of these deductible differences at December 31, 2021. The Company’s deferred tax valuation allowance of $ 75.0 million reflected above is an increase of $ million from the valuation allowance reflected as of December 31, 2020 of $ 72.6 million. As of December 31, 2021, the Company has not recorded a liability for uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax (benefit)/expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2021. The Company’s effective tax rate for the years ended December 31, 2021 and 2020 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2021 2020 Federal statutory rate 21.0 % 21.0 % State statutory rate 5.4 % 6.9 % Permanent tax differences (3.9 ) % 3.7 % Derivative/Warrant Revaluation — % (30.9 ) % Debt Discount 12.7 % 1.6 % Deferred true-ups 4.9 % 48.9 % Other 0.7 % — % Change in valuation allowance (40.8 ) % (51.2 ) % — % — % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17. COMMITMENTS AND CONTINGENCIES In May 2019, the Company’s former law firm filed suit against the Company in District Court in Adams County Colorado in an effort to collect approximately $1.2 million of unpaid fees (and related interest charges). On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement”) with its former law firm. Pursuant to the Settlement Agreement, the Company paid $120,000 on September 23, 2020 as the full and final settlement of all amounts owed between the parties. Following such payment, a satisfaction of an existing judgment in favor of such law firm was filed in Adams County Colorado. On July 29, 2020, the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid. The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
RETIREMENT PLAN | NOTE 18. RETIREMENT PLAN On July 1, 2006, the Company adopted a qualified 401(k) plan which provides retirement benefits for all of its eligible employees. Under the plan, employees become eligible to participate at the first entry date, provided they are at least 21 years of age. The participants may elect through salary reduction to contribute up to ceilings established in the Internal Revenue Code. The Company will match 100% of the first four percent of employee contributions. In addition, the Company may make discretionary contributions to the Plan as determined by the Board of Directors. Employees are immediately vested in all salary reduction contributions. Rights to benefits provided by the Company’s discretionary and matching contributions vest 100% after the first year of service for all employees hired before January 1, 2010. For employees hired after December 31, 2009, matching contributions vest over a three-year one-third |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS Below is the sequence of events subsequent to December 31, 2021 through the Audit Report date of March 14, 2022: Reverse Stock Split On January 28, 2022 as of 5:00 pm Eastern Time, the Company effected a 1:5,000 reverse stock split of the Company’s common stock, par value $0.0001 per share. The Company’s common stock began trading on a split-adjusted basis as of 9:30 am Eastern Time on January 31, 2022. BD1 Convertible Notes On January 3, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to Nanyang. The aggregate remaining principal balance held by BD1 after these assignments was $7,900,000. On February 1, 2022, BD1 converted its $7,900,000 aggregate outstanding principal amount into 15,800,000 shares of common stock. Series 1A Preferred Stock On February 1, 2022: • Crowdex converted their remaining 1,300 shares of Series 1A Preferred Stock into 2,600,000 shares of common stock. • TubeSolar converted their remaining 2,400 shares of Series 1A Preferred Stock into 4,800,000 shares of common stock Convertible Notes On February 2, 2022: • Nanyang converted $600,000 of their convertible notes into 1,200,000 shares of common stock. • Fleur converted $700,000 of their convertible notes into 1,400,000 shares of common stock |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. |
Inventories | Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2021, and 2020, the Company had inventory reserve balances of $395,943 and $598,392, respectively. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Patents | Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2021, and 2020, the Company had $86,595 and $439,836 of net patent costs, respectively. Of these amounts $45,015 and $103,740 represent costs net of amortization incurred for awarded patents, and the remaining $41,580 and $663,892 represents costs incurred for patent in process applications as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company capitalized $0 and $156 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $37,891 and $45,920 for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company concluded that certain expired patents were not curable and certain patents in process would not be granted. As such, during the year ended December 31, 2021, the Company wrote off the remaining book value of these assets and recorded a charge of $297,702 in Other income/(expense) in the consolidated statement of operations. As of December 31, 2021, future amortization of patents is expected as follows: 2022 $ 19,169 2023 19,168 2024 6,493 2025 185 2026 - $ 45,015 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2021 and 2020, the Company did no t incur impairments of its manufacturing facilities and equipment. |
Equity Method Investment | Equity Method Investment: The Company accounts for its investments in stock of other entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company increases its investment for contributions made and records its proportionate share of net earnings, declared dividends and partnership distributions based on the most recently available financial statements of the investee. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to Other income (expense), net. |
Convertible Notes | Convertible Notes : The Company issues, from time to time, convertible notes. Refer to Note 11 for further information. |
Derivatives | Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. Refer to Notes 11 and 12 for further discussion on embedded derivatives. |
Product Warranties | Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. |
Leases | Leases: The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company accounts for non-lease components, such as certain taxes, insurance and common area maintenance, separate from the lease arrangement. Operating lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding Operating lease right-of-use assets, which represent the Company’s right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for leases with initial terms of 12 months or less. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In determining the Company's operating lease right of use assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within the lease agreement. |
Revenue Recognition | Revenue Recognition: Product revenue. We recognize revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer. During the years ended December 31, 2021 and 2020, the Company recognized product revenue of $607,783 and $66,613, respectively. Milestone revenue. Each milestone arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing or cost targets and engineering targets. No milestone revenue was recognized for the years ended December 31, 2021 and 2020. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized for the years ended December 31, 2021 and 2020. As a practical expedient, the Company elects to exclude disclosures related to certain unsatisfied performance obligations. These performance obligations include the milestone performance obligations which are wholly unsatisfied as of December 31, 2021. |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis and are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. As of December 31, 2021 and 2020, the Company had an accounts receivable, net balance of $49,250 and $5,539, respectively. As of December 31, 2021 and 2020, the Company had an allowance for doubtful accounts of $26,000 and $45,883, respectively The payment terms and conditions in customer contracts vary. Customers required to prepay are represented by the contract liabilities, included in Accrued Liabilities on the Consolidated Balance Sheets, until the Company’s performance obligations are satisfied. Invoiced customers are typically required to pay within 30 days of invoicing. Deferred revenue was as follows: Balance as of January 1, 2020 $ - Additions 307,500 Recognized as revenue - Balance as of December 31, 2020 307,500 Additions 22,500 Recognized as revenue (307,500 ) Balance as of December 31, 2021 $ 22,500 For the years ended December 31, 2021 and 2020, one customer’s revenue individually represented 83% and 67%, respectively, of the Company’s total revenue. |
Marketing and Advertising Costs | Marketing and Advertising Costs: The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $8,912 and $3,559 for the years ended December 31, 2021 and 2020, respectively. |
Income Taxes | Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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 bases. 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 of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2018-2021) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Earnings per Share | Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. Diluted earnings per share have been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of options and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 28.2 million dilutive common shares for the year ended December 31, 2021 were omitted because they were anti-dilutive. There were approximately 2.3 million dilutive shares for the year ended December 31, 2020. |
Fair Value Estimates | Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 5. Property, Plant and Equipment and Note 11. Convertible Notes. The carrying amount of our long-term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings and are considered to be Level 2. The carrying value for cash and cash equivalents, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for smaller reporting public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Future Amortization of Patents | As of December 31, 2021, future amortization of patents is expected as follows: 2022 $ 19,169 2023 19,168 2024 6,493 2025 185 2026 - $ 45,015 |
Deferred Revenue | Deferred revenue was as follows: Balance as of January 1, 2020 $ - Additions 307,500 Recognized as revenue - Balance as of December 31, 2020 307,500 Additions 22,500 Recognized as revenue (307,500 ) Balance as of December 31, 2021 $ 22,500 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes property, plant and equipment as of December 31, 2021 and 2020: As of December 31, 2021 2020 Furniture, fixtures, computer hardware and computer software $ 473,448 $ 489,421 Manufacturing machinery and equipment 21,863,624 24,377,755 Manufacturing machinery and equipment, in progress 88,863 - Depreciable property, plant and equipment 22,425,935 24,867,176 Less: Accumulated depreciation and amortization (22,146,273 ) (24,848,408 ) Net property, plant and equipment $ 279,662 $ 18,768 |
Schedule of Assets and Liabilities Related to Company's Leases | As of December 31, 2021 and 2020, assets and liabilities related to the Company's lease were as follows : As of December 31, 2021 2020 Operating lease right-of-use assets, net $ 4,984,688 $ 5,633,663 Current portion of operating lease liability 646,742 575,404 Non-current portion of operating lease liability 4,532,490 5,179,229 |
Schedule Future Maturities of Operating Lease Liability | During the years ended December 31, 2021 and 2020 the Company recorded operating lease costs included in rent expense of $1,033,570 and $287,103, respectively. Future maturities of the operating lease liability are as follows: 2022 $ 988,800 2023 1,018,464 2024 1,049,018 2025 1,080,488 2026 1,112,903 Thereafter 1,146,291 Total lease payments $ 6,395,964 Less amounts representing interest (1,216,732 ) Present value of lease liability $ 5,179,232 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Reserves | Inventories consisted of the following at December 31, 2021 and 2020: As of December 31, 2021 2020 Raw materials $ 575,154 $ 525,626 Work in process 15,803 - Finished goods 1,215 8,805 Total $ 592,172 $ 534,431 |
SECURED PROMISSORY NOTE (Tables
SECURED PROMISSORY NOTE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Conversions | The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George BD1 Total Secured Notes Principal Balance at January 1, 2020 5,012,897 2,160,000 — $ 7,172,897 New notes 6,400,000 — — 6,400,000 Note conversions (600,000 ) — — (600,000 ) Note Assignments — (2,160,000 ) 2,160,000 — Notes Exchanged (5,012,897 ) — (2,160,000 ) (7,172,897 ) Secured Notes Principal Balance at December 31, 2020 5,800,000 — — 5,800,000 Less: remaining discount (394,363 ) — — (394,363 ) Secured Notes, net of discount, at December 31, 2020 5,405,637 — — 5,405,637 New notes — — — Note conversions (5,800,000 ) — — (5,800,000 ) Secured Notes Principal Balance at December 31, 2021 $ — $ — $ — $ — During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD1. Refer to Notes 9, 10, and 11, for more information. The assignments did not change the terms of the notes, and transferred ownership of the following debts: Principal Converted Interest Converted Footnote Reference St George $ 2,160,000 $ 417,000 Note 9 Investor 1 495,000 187,000 Note 10 Investor 2 650,000 86,000 Note 10 October 2016 Note 330,000 79,000 Note 11 St George 618,000 — Note 11 Baybridge 941,000 152,000 Note 11 Bellridge 451,000 121,000 Note 11 Power Up 107,000 16,000 Note 11 Widjaja 330,000 68,000 Note 11 GS Capital 170,000 19,000 Note 11 Total $ 6,252,000 $ 1,145,000 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt Instruments | The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 BD1 SBA Total Promissory Notes Principal Balance at January 1, 2020 $ 494,437 $ 615,000 $ — $ — $ 1,109,437 New principal — 35,000 — 193,200 228,200 Notes assigned (494,437 ) (650,000 ) 1,144,437 — — Notes exchanged (1,144,437 ) $ (1,144,437 ) Promissory Notes Principal Balance at December 31, 2020 — — — 193,200 193,200 Notes forgiven — — — (193,200 ) (193,200 ) Promissory Notes Balance at December 31, 2021 $ — $ — $ — $ — $ — |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 1/1/2020 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2020 Less: Discount Balance Net Principal Balance 12/31/2020 October 2016 Notes $ 330,000 $ — $ (330,000 ) $ — $ — $ — $ — St. George Notes 617,663 — (617,663 ) — — — BayBridge Notes 940,600 — (940,600 ) — — — Bellridge Notes 496,000 — (451,000 ) (45,000 ) — — — Power Up Notes 106,820 — (106,820 ) — — — Widjaja Note 330,000 — (330,000 ) — — — GS Capital Notes 169,500 — (169,500 ) — — — Penumbra Note (related party) — 250,000 (250,000 ) — — — BD1 Notes (related party) — 10,500,000 — 10,500,000 (2,936,952 ) 7,563,048 Crowdex Note (related party) — — 250,000 250,000 — 250,000 $ 2,990,583 $ 10,750,000 $ (2,945,583 ) $ (45,000 ) $ 10,750,000 $ (2,936,952 ) $ 7,813,048 Principal Balance 12/31/2020 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2021 Less: Discount Balance Net Principal Balance 12/31/2021 BD1 Notes (related party) $ 10,500,000 $ — $ (600,000 ) $ — $ 9,900,000 $ (2,210,182 ) $ 7,689,818 Crowdex Note (related party) 250,000 — — (250,000 ) — — — Nanyang Note — — 600,000 (100,000 ) 500,000 (112,971 ) 387,029 $ 10,750,000 $ — $ — $ (350,000 ) $ 10,400,000 $ (2,323,153 ) $ 8,076,847 |
Schedule of Debt Conversions | The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George BD1 Total Secured Notes Principal Balance at January 1, 2020 5,012,897 2,160,000 — $ 7,172,897 New notes 6,400,000 — — 6,400,000 Note conversions (600,000 ) — — (600,000 ) Note Assignments — (2,160,000 ) 2,160,000 — Notes Exchanged (5,012,897 ) — (2,160,000 ) (7,172,897 ) Secured Notes Principal Balance at December 31, 2020 5,800,000 — — 5,800,000 Less: remaining discount (394,363 ) — — (394,363 ) Secured Notes, net of discount, at December 31, 2020 5,405,637 — — 5,405,637 New notes — — — Note conversions (5,800,000 ) — — (5,800,000 ) Secured Notes Principal Balance at December 31, 2021 $ — $ — $ — $ — During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD1. Refer to Notes 9, 10, and 11, for more information. The assignments did not change the terms of the notes, and transferred ownership of the following debts: Principal Converted Interest Converted Footnote Reference St George $ 2,160,000 $ 417,000 Note 9 Investor 1 495,000 187,000 Note 10 Investor 2 650,000 86,000 Note 10 October 2016 Note 330,000 79,000 Note 11 St George 618,000 — Note 11 Baybridge 941,000 152,000 Note 11 Bellridge 451,000 121,000 Note 11 Power Up 107,000 16,000 Note 11 Widjaja 330,000 68,000 Note 11 GS Capital 170,000 19,000 Note 11 Total $ 6,252,000 $ 1,145,000 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2021 and 2020: Derivative Liability Balance as of January 1, 2020 $ 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 5,303,984 Liability extinguished (5,303,984 ) Derivative Liability Balance as of December 31, 2021 $ — |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 3,700 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2021 and 2020, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2021 2020 Deferred Tax Asset Accrued Expenses $ 104,000 $ 22,000 Inventory Allowance 98,000 137,000 Other 5,000 10,000 Operating Lease Liability 1,280,000 1,183,000 Tax effect of NOL carryforward 74,167,000 72,307,000 Depreciation 596,000 355,000 Warranty reserve 5,000 3,000 Gross Deferred Tax Asset 76,255,000 74,017,000 Valuation Allowance (75,003,000 ) (72,555,000 ) Net Deferred Tax Asset $ 1,252,000 $ 1,462,000 Operating lease right-of-use asset, net (1,231,000 ) (1,287,000 ) Amortization (21,000 ) (175,000 ) Net Deferred Tax Liability $ (1,252,000 ) $ (1,462,000 ) Total — — |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective tax rate for the years ended December 31, 2021 and 2020 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2021 2020 Federal statutory rate 21.0 % 21.0 % State statutory rate 5.4 % 6.9 % Permanent tax differences (3.9 ) % 3.7 % Derivative/Warrant Revaluation — % (30.9 ) % Debt Discount 12.7 % 1.6 % Deferred true-ups 4.9 % 48.9 % Other 0.7 % — % Change in valuation allowance (40.8 ) % (51.2 ) % — % — % |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)$ / sharesshares | Jan. 28, 2022$ / shares | Dec. 31, 2021€ / shares | Sep. 15, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue recognized | $ 22,500 | $ 307,500 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Stockholders' Equity, Reverse Stock Split | Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately 23.74 billion pre-split shares to 4.81 million post-split shares. In connection with the Reverse Stock Split effectiveness, the number of authorized shares of the Company's Common Stock were decreased from 30 billion to 500 million shares | ||||
Subsequent Event | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Joint Venture | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares required to purchase under joint venture | shares | 17,500 | ||||
Share purchase price per share | € / shares | € 1 | ||||
Joint Venture | Co-venturer | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Minority stake percentage | 30.00% | ||||
Long Term Supply And Joint Development Agreement | Product | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue recognized | $ 40,000 | ||||
Maximum | Long Term Supply And Joint Development Agreement | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Non-recurring engineering fees receivable | $ 4,000,000 | ||||
Milestones receivable | $ 13,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) shares in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Inventory reserve balance | $ 395,943 | $ 598,392 |
Patents, net of amortization | 86,595 | 439,836 |
Impairment of long-lived assets | 0 | |
Revenues | 607,783 | 66,613 |
Trade receivables, net of allowance of $26,000 and $45,883, respectively | 49,250 | 5,539 |
Allowance for doubtful accounts | 26,000 | 45,883 |
Research, development and manufacturing operations | 4,140,319 | 1,165,193 |
Advertising Expense | $ 8,912 | $ 3,559 |
Shares omitted from loss per share, anti-dilutive | 28.2 | 2.3 |
Previously Reported | ||
Finite Lived Intangible Assets [Line Items] | ||
Trade receivables, net of allowance of $26,000 and $45,883, respectively | $ 49,250 | $ 5,539 |
Allowance for doubtful accounts | 26,000 | 45,883 |
Government Research and Development | ||
Finite Lived Intangible Assets [Line Items] | ||
Revenues | 0 | 0 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 86,595 | 439,836 |
Patent activity costs | 0 | 156 |
Amortization expense | 37,891 | 45,920 |
Intangible assets write off charges | 297,702 | |
Patents | Awarded Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 45,015 | 103,740 |
Patents | Patent Applications to be Filed | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | $ 41,580 | $ 663,892 |
Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Manufacturing machinery and equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
Manufacturing machinery and equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Furniture, fixtures, computer hardware/software | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Furniture, fixtures, computer hardware/software | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 7 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | life of lease |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense of Patents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of accumulated amortization of $135,050 and $467,102, respectively | $ 86,595 | $ 439,836 |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Patents, net of accumulated amortization of $135,050 and $467,102, respectively | 86,595 | $ 439,836 |
Awarded Patents | Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | 19,169 | |
2023 | 19,168 | |
2024 | 6,493 | |
2025 | 185 | |
Patents, net of accumulated amortization of $135,050 and $467,102, respectively | $ 45,015 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance | $ 307,500 | |
Additions | 22,500 | $ 307,500 |
Recognized as revenue | (307,500) | |
Balance | $ 22,500 | $ 307,500 |
LIQUIDITY, CONTINUED OPERATIONS
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity Continued Operations And Going Concern [Line Items] | ||
Net cash used in operating activities | $ 9,404,443 | $ 2,884,919 |
Debt default, amount | 2,365,087 | |
Interest expense debt | 475,671 | |
Working capital (deficit) | 3,799,806 | |
Notes Payable | ||
Liquidity Continued Operations And Going Concern [Line Items] | ||
Debt default, amount | $ 687,165 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 22,425,935 | $ 24,867,176 |
Less: Accumulated depreciation and amortization | (22,146,273) | (24,848,408) |
Net property, plant and equipment | 279,662 | 18,768 |
Furniture, fixtures, computer hardware/software | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 473,448 | 489,421 |
Manufacturing machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 21,863,624 | $ 24,377,755 |
Manufacturing Machinery And Equipment In Progress | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 88,863 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) | Jan. 01, 2021USD ($) | Sep. 21, 2020USD ($)SquareFoot | Jul. 29, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 19,423 | $ 105,738 | |||
Number of rentable square feet of building | SquareFoot | 100,000 | ||||
Lease term | 88 months | ||||
Lease commencement date | Sep. 21, 2020 | ||||
Rent per month | $ 80,000 | $ 50,000 | |||
Percentage of rent increase in annual rate | 3.00% | ||||
Lease terms description | The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent shall adjust to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027 | ||||
Operating lease costs | $ 1,033,570 | $ 287,103 | |||
Remaining lease term | 72 months 15 days | ||||
Lease discount rate | 7.00% | ||||
Buildings | |||||
Property Plant And Equipment [Line Items] | |||||
Price of building | $ 7,193,000 | ||||
Gain on sale of property | $ 3,000,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Schedule of Assets and Liabilities Related to Company's Leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Operating lease right-of-use assets, net | $ 4,984,688 | $ 5,633,663 |
Current portion of operating lease liability | 646,742 | 575,404 |
Non-current portion of operating lease liability | $ 4,532,490 | $ 5,179,229 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT - Schedule Future Maturities of Operating Lease Liability (Details) | Dec. 31, 2021USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2022 | $ 988,800 |
2023 | 1,018,464 |
2024 | 1,049,018 |
2025 | 1,080,488 |
2026 | 1,112,903 |
Thereafter | 1,146,291 |
Total lease payments | 6,395,964 |
Less amounts representing interest | (1,216,732) |
Present value of lease liability | $ 5,179,232 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 575,154 | $ 525,626 |
Work in process | 15,803 | |
Finished goods | 1,215 | 8,805 |
Total | $ 592,172 | $ 534,431 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) | Sep. 23, 2020USD ($) | Sep. 18, 2020USD ($) | Sep. 11, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2018USD ($)Agreementdebt_instrument | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 475,671 | $ 438,063 | ||||||
Stated interest rate | 12.00% | |||||||
Agreement Entered Date | Sep. 11, 2020 | |||||||
Amount paid as full and final settlement | $ 120,000 | |||||||
Gain relating to settlement agreement | $ 1,100,000 | |||||||
Creditor Holding Note Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement Entered Date | Sep. 11, 2020 | |||||||
Amount paid as full and final settlement | $ 20,000 | |||||||
Gain relating to settlement agreement | $ 185,000 | |||||||
Unsecured Debt | Note Payable Conversion One | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of agreements | Agreement | 2 | |||||||
Number of notes payable | debt_instrument | 4 | |||||||
Notes payable | $ 1,073,825 | |||||||
Aggregate principal amount of notes outstanding | $ 1,073,825 | |||||||
Accrued interest | 162,205 | |||||||
Stated interest rate | 6.00% | |||||||
Unsecured Debt | Note Payable Conversion Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 250,000 | |||||||
Stated interest rate | 5.00% | |||||||
Interest accrued on convertible debt | $ 56,336 | |||||||
Unsecured Debt | Note Payable Conversion Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 215,234 | |||||||
Aggregate principal amount of notes outstanding | 182,705 | |||||||
Accrued interest | $ 21,933 | |||||||
Stated interest rate | 5.00% | |||||||
Principal payments | $ 32,529 | |||||||
Interest payments | $ 897 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | Dec. 31, 2019 | Aug. 02, 2019 |
Debt Disclosure [Abstract] | ||
Debt, amount | $ 5,885,148 | $ 5,885,148 |
Accrued interest | $ 190,158 | |
Debt, principal amount transferred to new lender | 5,405,666 | |
Debt, interest amount transferred to new lender | $ 479,482 | |
Default interest rate | 10.50% |
SECURED PROMISSORY NOTE - Summa
SECURED PROMISSORY NOTE - Summary of Secured Promissory Notes Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal Balance, beginning | $ 10,750,000 | $ 2,990,583 |
Note conversions | (350,000) | (45,000) |
Note Assignments | 0 | (2,945,583) |
Principal Balance, ending | 10,400,000 | 10,750,000 |
Less: remaining discount | (2,323,153) | (2,936,952) |
BD1 | ||
Debt Instrument [Line Items] | ||
Note Assignments | 2,160,000 | |
Notes Exchanged | (2,160,000) | |
Secured Promissory Note Current | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 5,800,000 | 7,172,897 |
New notes | 6,400,000 | |
Note conversions | (5,800,000) | (600,000) |
Notes Exchanged | (7,172,897) | |
Principal Balance, ending | 5,800,000 | |
Less: remaining discount | (394,363) | |
Secured Notes, net of discount | 5,405,637 | |
Secured Promissory Note Current | Global Ichiban Convertible Note | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 5,800,000 | 5,012,897 |
New notes | 6,400,000 | |
Note conversions | $ (5,800,000) | (600,000) |
Notes Exchanged | (5,012,897) | |
Principal Balance, ending | 5,800,000 | |
Less: remaining discount | (394,363) | |
Secured Notes, net of discount | 5,405,637 | |
Secured Promissory Note Current | St. George Convertible Note | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 2,160,000 | |
Note Assignments | $ (2,160,000) |
SECURED PROMISSORY NOTE - Globa
SECURED PROMISSORY NOTE - Global Ichiban Secured Promissory Notes - Additional Information (Details) - USD ($) | Dec. 09, 2020 | Oct. 22, 2020 | Sep. 11, 2020 | Sep. 09, 2020 | Jan. 01, 2020 | Nov. 30, 2017 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 02, 2019 |
Secured Promissory Note [Line Items] | ||||||||||||
Average VWAP for redemption | 85.00% | |||||||||||
Measurement period after conversion date | 5 years | |||||||||||
Conversion price (in dollars per share) | $ 10,000 | |||||||||||
Ownership Of Outstanding Stock Percentage | 4.99% | |||||||||||
Stated interest rate | 12.00% | |||||||||||
Agreement Entered Date | Sep. 11, 2020 | |||||||||||
Default interest rate | 10.50% | |||||||||||
Unamortized discount | $ 2,323,153 | $ 2,936,952 | ||||||||||
Principal Converted | $ 600,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,800,000 | 94,266 | ||||||||||
Common stock, shares issued (in shares) | 33,600 | 4,786,804 | 3,659,828 | |||||||||
G I Exchange Agreement | ||||||||||||
Secured Promissory Note [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | $ 6,400,000 | |||||||||||
Agreement Entered Date | Sep. 9, 2020 | |||||||||||
Repurchase amount | $ 6,313,387 | |||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||
Default interest rate | 18.00% | |||||||||||
Security Agreement | ||||||||||||
Secured Promissory Note [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | $ 6,400,000 | |||||||||||
Agreement Entered Date | Nov. 30, 2017 | |||||||||||
Repurchase amount | $ 6,313,387 | |||||||||||
Unamortized discount | $ 86,613 | |||||||||||
Convertible Debt | ||||||||||||
Secured Promissory Note [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | $ 5,012,897 | $ 330,000 | ||||||||||
Accrued interest expense, noncurrent | 885,475 | |||||||||||
Convertible Debt | St George Secured Convertible Notes | ||||||||||||
Secured Promissory Note [Line Items] | ||||||||||||
Aggregate principal amount of notes outstanding | 2,160,000 | |||||||||||
Accrued interest expense, noncurrent | $ 252,751 | |||||||||||
Measurement period after conversion date | 10 days | |||||||||||
Ownership Of Outstanding Stock Percentage | 9.99% | |||||||||||
Debt conversion, average lowest closing price | 60.00% | |||||||||||
Secured Debt | Aggregate Global Ichiban Secured Promissory Notes | ||||||||||||
Secured Promissory Note [Line Items] | ||||||||||||
Ownership Of Outstanding Stock Percentage | 9.99% |
PROMISSORY NOTES - Schedule of
PROMISSORY NOTES - Schedule of Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short Term Debt [Line Items] | ||
Principal Balance, beginning | $ 10,750,000 | $ 2,990,583 |
Note Assignments | 0 | (2,945,583) |
Principal Balance, ending | 10,400,000 | 10,750,000 |
Promissory Note One | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 494,437 | |
Note Assignments | (494,437) | |
Promissory Note Two | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 615,000 | |
New notes | 35,000 | |
Note Assignments | (650,000) | |
Promissory Note BD 1 | ||
Short Term Debt [Line Items] | ||
Note Assignments | 1,144,437 | |
Notes Exchanged | (1,144,437) | |
SBA | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 193,200 | |
New notes | 193,200 | |
Principal Balance, ending | 193,200 | |
Notes forgiven | (193,200) | |
Promissory Note | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 193,200 | 1,109,437 |
New notes | 228,200 | |
Notes Exchanged | (1,144,437) | |
Principal Balance, ending | $ 193,200 | |
Notes forgiven | $ (193,200) |
PROMISSORY NOTES - Additional I
PROMISSORY NOTES - Additional Information (Details) - USD ($) | Sep. 04, 2021 | Apr. 17, 2020 | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short Term Debt [Line Items] | |||||
Stated interest rate | 12.00% | ||||
Proceeds from issuance of debt | $ 0 | $ 10,750,000 | |||
Proceeds from issuance of debt | $ 0 | 10,750,000 | |||
Unsecured Debt | Twelve Percent Promissory Note Due July172017 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 494,437 | ||||
Accrued interest | $ 145,971 | ||||
Stated interest rate | 12.00% | ||||
Unsecured Debt | Twelve Percent Promissory Note Due September 11, 2019 and March 9, 2020 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 150,000 | ||||
Stated interest rate | 12.00% | ||||
Debt instrument, unamortized discount (premium), net | $ 35,000 | ||||
Proceeds from issuance of debt | $ 115,000 | ||||
Debt instrument, maturity date | May 1, 2021 | ||||
Proceeds from issuance of debt | $ 115,000 | ||||
Unsecured Debt | SBA | Vectra | |||||
Short Term Debt [Line Items] | |||||
Proceeds from issuance of debt | $ 193,200 | ||||
Debt instrument, maturity date | Apr. 17, 2022 | ||||
Proceeds from issuance of debt | $ 193,200 | ||||
Debt instrument, term | 2 years | ||||
Debt instrument, payment terms | Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. | ||||
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities,net including the accrued interest | $ 195,852 | ||||
Convertible Debt | Twelve Percent Promissory Note Due September 11, 2019 and March 9, 2020 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 615,000 | ||||
Accrued interest | $ 34,046 | ||||
Stated interest rate | 12.00% | ||||
Debt instrument, maturity start date | Sep. 11, 2019 | ||||
Debt instrument, maturity end date | Mar. 9, 2020 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Principal Balance, beginning | $ 10,750,000 | $ 2,990,583 | |
New Notes | 0 | 10,750,000 | |
Note Assignments | 0 | (2,945,583) | |
Notes converted | (350,000) | (45,000) | |
Principal Balance, ending | 10,400,000 | 10,750,000 | |
Less: remaining discount | (2,323,153) | (2,936,952) | |
Promissory Notes, net of discount | 8,076,847 | 7,813,048 | |
Nanyang Note | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | ||
New Notes | 0 | ||
Note Assignments | 600,000 | ||
Notes converted | (100,000) | ||
Principal Balance, ending | 500,000 | 0 | |
Less: remaining discount | (112,971) | ||
Promissory Notes, net of discount | 387,029 | ||
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Notes converted | $ (6,252,000) | ||
Convertible Debt | October 2016 Notes | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 330,000 | |
New Notes | 0 | ||
Note Assignments | (330,000) | ||
Notes converted | (330,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | St. George Notes | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 617,663 | |
New Notes | 0 | ||
Note Assignments | (617,663) | ||
Notes converted | (618,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | BayBridge Notes | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 940,600 | |
New Notes | 0 | ||
Note Assignments | (940,600) | ||
Notes converted | (941,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | Bellridge Convertible Note | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 496,000 | |
New Notes | 0 | ||
Note Assignments | (451,000) | ||
Notes converted | (451,000) | (45,000) | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | Power Up Notes | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 106,820 | |
New Notes | 0 | ||
Note Assignments | (106,820) | ||
Notes converted | (107,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | Widjaja Note | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 330,000 | |
New Notes | 0 | ||
Note Assignments | (330,000) | ||
Notes converted | (330,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | GS Capital Notes | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 169,500 | |
New Notes | 0 | ||
Note Assignments | (169,500) | ||
Notes converted | $ (170,000) | 0 | |
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | Penumbra Note (Related Party) | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 0 | 0 | |
New Notes | 250,000 | ||
Note Assignments | (250,000) | ||
Notes converted | 0 | ||
Principal Balance, ending | 0 | ||
Less: remaining discount | 0 | ||
Promissory Notes, net of discount | 0 | ||
Convertible Debt | BD1 Notes (Related Party) | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 10,500,000 | 0 | |
New Notes | 0 | 10,500,000 | |
Note Assignments | (600,000) | 0 | |
Notes converted | 0 | 0 | |
Principal Balance, ending | 9,900,000 | 10,500,000 | |
Less: remaining discount | (2,210,182) | (2,936,952) | |
Promissory Notes, net of discount | 7,689,818 | 7,563,048 | |
Convertible Debt | Crowdex Convertible Note | |||
Debt Instrument [Line Items] | |||
Principal Balance, beginning | 250,000 | 0 | |
New Notes | 0 | 0 | |
Note Assignments | 0 | 250,000 | |
Notes converted | (250,000) | 0 | |
Principal Balance, ending | 0 | 250,000 | |
Less: remaining discount | 0 | 0 | |
Promissory Notes, net of discount | $ 0 | $ 250,000 |
CONVERTIBLE NOTES - October 201
CONVERTIBLE NOTES - October 2016 Convertible Notes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | ||||
Stated interest rate | 12.00% | |||
Convertible Debt | ||||
Class Of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 5,012,897 | $ 330,000 | ||
Accrued interest | $ 65,010 | |||
Percent of average of two lowest volume weighted average prices | 80.00% | |||
Debt instrument, convertible, conversion price, milestone percentage one | 50.00% | |||
Convertible Debt | October 2016 Notes | ||||
Class Of Stock [Line Items] | ||||
Stated interest rate | 6.00% | |||
Convertible Debt | Maximum | October 2016 Notes | ||||
Class Of Stock [Line Items] | ||||
Stated interest rate | 24.00% |
CONVERTIBLE NOTES - St. George
CONVERTIBLE NOTES - St. George Convertible Note - Additional Information (Details) - USD ($) | Jan. 01, 2020 | Dec. 31, 2019 |
Convertible Debt | St. George Notes | ||
Class Of Stock [Line Items] | ||
Aggregate principal amount of notes outstanding | $ 617,663 | $ 1,700,000 |
CONVERTIBLE NOTES - BayBridge C
CONVERTIBLE NOTES - BayBridge Convertible Note - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jan. 01, 2020 | |
Class Of Stock [Line Items] | ||
Stated interest rate | 12.00% | |
Conversion price (in dollars per share) | $ 10,000 | |
BayBridge Notes | ||
Class Of Stock [Line Items] | ||
Aggregate principal amount of notes outstanding | $ 940,600 | |
Accrued interest | $ 65,888 | |
BayBridge Notes | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Conversion price (in dollars per share) | $ 2.50 | |
Debt conversion, average lowest closing price | 65.00% | |
BayBridge Notes | Maximum | ||
Class Of Stock [Line Items] | ||
Conversion price (in dollars per share) | $ 750 | |
Debt conversion, average lowest closing price | 70.00% |
CONVERTIBLE NOTES - Bellridge C
CONVERTIBLE NOTES - Bellridge Convertible Note - Additional Information (Details) - USD ($) | Dec. 09, 2020 | Oct. 22, 2020 | Jan. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||||||
Stated interest rate | 12.00% | |||||
Conversion price (in dollars per share) | $ 10,000 | |||||
Measurement period after conversion date | 5 years | |||||
Unamortized discount | $ 2,936,952 | $ 2,323,153 | ||||
Ownership Of Outstanding Stock Percentage | 4.99% | |||||
Debt, principal | 45,000 | |||||
Interest Converted | $ 2,133 | |||||
Debt conversion, converted instrument, shares issued (in shares) | 5,800,000 | 94,266 | ||||
Repayments of short-term debt | $ 0 | |||||
Convertible Debt | ||||||
Class Of Stock [Line Items] | ||||||
Interest Converted | $ 1,145,000 | |||||
Bellridge Convertible Note | ||||||
Class Of Stock [Line Items] | ||||||
Aggregate principal amount of notes outstanding | $ 496,000 | |||||
Accrued interest | $ 63,474 | |||||
Bellridge Convertible Note | Convertible Debt | ||||||
Class Of Stock [Line Items] | ||||||
Unamortized discount | $ 0 | |||||
Interest Converted | $ 121,000 | |||||
Bellridge Convertible Note Exchange Note | Convertible Debt | ||||||
Class Of Stock [Line Items] | ||||||
Stated interest rate | 10.00% | |||||
Debt instrument, maturity date | Oct. 22, 2020 | |||||
Conversion price (in dollars per share) | $ 2.50 | |||||
Debt conversion, average lowest closing price | 70.00% | |||||
Measurement period after conversion date | 10 days | |||||
Unamortized discount | $ 20,000 |
CONVERTIBLE NOTES - PowerUp Con
CONVERTIBLE NOTES - PowerUp Convertible Note - Additional Information (Details) - USD ($) | Oct. 22, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | |||
Measurement period after conversion date | 5 years | ||
Ownership Of Outstanding Stock Percentage | 4.99% | ||
Convertible Debt | Power Up Notes | |||
Class Of Stock [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 106,820 | ||
Accrued interest | $ 9,346 | ||
Debt conversion, average lowest closing price | 65.00% | ||
Measurement period after conversion date | 10 days | ||
Ownership Of Outstanding Stock Percentage | 4.99% |
CONVERTIBLE NOTES - Widjaja Con
CONVERTIBLE NOTES - Widjaja Convertible Note - Additional Information (Details) - USD ($) | Oct. 22, 2020 | Jan. 01, 2020 | Jan. 11, 2019 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short Term Debt [Line Items] | ||||||
Stated interest rate | 12.00% | |||||
Measurement period after conversion date | 5 years | |||||
Ownership Of Outstanding Stock Percentage | 4.99% | |||||
Note conversions | $ 350,000 | $ 45,000 | ||||
Interest converted to principal | 2,133 | |||||
Repayments of short-term debt | 0 | |||||
Convertible Debt | ||||||
Short Term Debt [Line Items] | ||||||
Note conversions | $ 6,252,000 | |||||
Interest converted to principal | 1,145,000 | |||||
Convertible Debt | Widjaja Note | ||||||
Short Term Debt [Line Items] | ||||||
Debt instrument, face amount sold and issued | $ 330,000 | |||||
Accrued interest | $ 38,407 | |||||
Stated interest rate | 12.00% | |||||
Percent of average of two lowest volume weighted average prices | 80.00% | |||||
Measurement period after conversion date | 5 years | |||||
Ownership Of Outstanding Stock Percentage | 19.99% | |||||
Note conversions | 330,000 | 0 | ||||
Interest converted to principal | $ 68,000 | 0 | ||||
Repayments of short-term debt | $ 0 |
CONVERTIBLE NOTES - GS Capital
CONVERTIBLE NOTES - GS Capital Convertible Note - Additional Information (Details) - USD ($) | Oct. 22, 2020 | Jan. 01, 2020 | Feb. 22, 2019 | Dec. 31, 2021 |
Short Term Debt [Line Items] | ||||
Stated interest rate | 12.00% | |||
Measurement period after conversion date | 5 years | |||
Ownership Of Outstanding Stock Percentage | 4.99% | |||
Convertible Debt | G S Capital Convertible Note | ||||
Short Term Debt [Line Items] | ||||
Stated interest rate | 8.00% | |||
Percent of average of two lowest volume weighted average prices | 65.00% | |||
Measurement period after conversion date | 10 days | |||
Ownership Of Outstanding Stock Percentage | 4.99% | |||
Convertible Debt | G S Capital Convertible Note | GS Capital Notes | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 169,500 | |||
Accrued interest | $ 8,832 |
CONVERTIBLE NOTES - Penumbra Co
CONVERTIBLE NOTES - Penumbra Convertible Note - Additional Information (Details) - USD ($) | Jun. 09, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 02, 2019 |
Short Term Debt [Line Items] | ||||
Proceeds from issuance of debt | $ 0 | $ 10,750,000 | ||
Stated interest rate | 12.00% | |||
Default interest rate | 10.50% | |||
Conversion price (in dollars per share) | $ 10,000 | |||
Penumbra Convertible Note | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 250,000 | |||
Proceeds from issuance of debt | $ 250,000 | |||
Debt instrument, maturity date | Jun. 9, 2021 | |||
Stated interest rate | 6.00% | |||
Default interest rate | 18.00% | |||
Conversion price (in dollars per share) | $ 0.50 |
CONVERTIBLE NOTES - Crowdex Con
CONVERTIBLE NOTES - Crowdex Convertible Note - Additional Information (Details) - USD ($) | Dec. 09, 2020 | Sep. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Aug. 02, 2019 |
Short Term Debt [Line Items] | |||||
Stated interest rate | 12.00% | ||||
Default interest rate | 10.50% | ||||
Conversion price (in dollars per share) | $ 10,000 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 5,800,000 | 94,266 | |||
Interest Converted | $ 2,133 | ||||
Crowdex Convertible Note | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 250,000 | ||||
Accrued interest | $ 8,425 | ||||
Debt instrument, maturity date | Jun. 9, 2021 | ||||
Stated interest rate | 6.00% | ||||
Default interest rate | 18.00% | ||||
Conversion price (in dollars per share) | $ 0.50 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 545,041 | ||||
Interest Converted | $ 272,521 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Debt Conversions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Principal Converted | $ 350,000 | $ 45,000 | |
Interest Converted | 2,133 | ||
Convertible Debt | |||
Class Of Stock [Line Items] | |||
Principal Converted | $ 6,252,000 | ||
Interest Converted | 1,145,000 | ||
Convertible Debt | St. George Convertible Note | |||
Class Of Stock [Line Items] | |||
Principal Converted | 2,160,000 | ||
Interest Converted | 417,000 | ||
Convertible Debt | Investor 1 | |||
Class Of Stock [Line Items] | |||
Principal Converted | 495,000 | ||
Interest Converted | 187,000 | ||
Convertible Debt | Investor 2 | |||
Class Of Stock [Line Items] | |||
Principal Converted | 650,000 | ||
Interest Converted | 86,000 | ||
Convertible Debt | October 2016 Notes | |||
Class Of Stock [Line Items] | |||
Principal Converted | 330,000 | 0 | |
Interest Converted | 79,000 | ||
Convertible Debt | St. George Notes | |||
Class Of Stock [Line Items] | |||
Principal Converted | 618,000 | 0 | |
Convertible Debt | BayBridge Notes | |||
Class Of Stock [Line Items] | |||
Principal Converted | 941,000 | 0 | |
Interest Converted | 152,000 | ||
Convertible Debt | Bellridge Convertible Note | |||
Class Of Stock [Line Items] | |||
Principal Converted | 451,000 | 45,000 | |
Interest Converted | 121,000 | ||
Convertible Debt | Power Up Notes | |||
Class Of Stock [Line Items] | |||
Principal Converted | 107,000 | 0 | |
Interest Converted | 16,000 | ||
Convertible Debt | Widjaja Note | |||
Class Of Stock [Line Items] | |||
Principal Converted | 330,000 | 0 | |
Interest Converted | 68,000 | 0 | |
Convertible Debt | GS Capital Notes | |||
Class Of Stock [Line Items] | |||
Principal Converted | 170,000 | $ 0 | |
Interest Converted | $ 19,000 |
CONVERTIBLE NOTES - BD1 Convert
CONVERTIBLE NOTES - BD1 Convertible Note - Additional Information (Details) | Aug. 13, 2021USD ($)$ / sharesshares | Dec. 18, 2020USD ($)debt_instrument$ / sharesshares | Dec. 09, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares |
Short Term Debt [Line Items] | |||||
Conversion price (in dollars per share) | $ / shares | $ 10,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 5,800,000 | 94,266 | |||
B D One Exchange Agreement | B D One Investment Holding L L C | |||||
Short Term Debt [Line Items] | |||||
Repurchase amount | $ | $ 10,400,000 | ||||
Debt instrument, maturity date | Dec. 18, 2025 | ||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 21,000,000 | ||||
B D One Exchange Agreement | B D One Investment Holding L L C | Unsecured Convertible Notes | |||||
Short Term Debt [Line Items] | |||||
Number of unsecured convertible notes | debt_instrument | 2 | ||||
Aggregate principal amount issued | $ | $ 10,500,000 | $ 9,900,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 19,800,000 | ||||
B D One Exchange Agreement | Nanyang Investment Management | |||||
Short Term Debt [Line Items] | |||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,200,000 | ||||
B D One Exchange Agreement | Nanyang Investment Management | Unsecured Convertible Notes | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount issued | $ | $ 600,000 | ||||
Debt instrument, maturity date | Dec. 18, 2025 |
CONVERTIBLE NOTES - Nanyang Con
CONVERTIBLE NOTES - Nanyang Convertible Note - Additional Information (Details) - USD ($) | Aug. 13, 2021 | Dec. 09, 2020 | Oct. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short Term Debt [Line Items] | |||||
Conversion price (in dollars per share) | $ 10,000 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 5,800,000 | 94,266 | |||
Ownership Of Outstanding Stock Percentage | 4.99% | ||||
Nanyang Note | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount issued | $ 100,000 | $ 500,000 | |||
Debt conversion, converted instrument, shares issued (in shares) | 200,000 | 1,000,000 | |||
B D One Exchange Agreement | Nanyang Investment Management | |||||
Short Term Debt [Line Items] | |||||
Conversion price (in dollars per share) | $ 0.50 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 1,200,000 | ||||
Ownership Of Outstanding Stock Percentage | 4.99% | ||||
B D One Exchange Agreement | Nanyang Investment Management | Unsecured Convertible Notes | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount issued | $ 600,000 | ||||
Debt instrument, maturity date | Dec. 18, 2025 |
DERIVATIVE LIABILITIES - Deriva
DERIVATIVE LIABILITIES - Derivative Liability Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability, Beginning Balance | $ 5,303,984 | $ 7,717,150 |
Additional derivative liability on new notes | 447,903 | |
Change in fair value of derivative liability | (2,861,069) | |
Derivative Liability, Ending Balance | $ 5,303,984 | |
Liability extinguished | $ (5,303,984) |
DERIVATIVE LIABILITIES - Additi
DERIVATIVE LIABILITIES - Additional Information (Details) | Mar. 09, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 09, 2020USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) |
Embedded Derivative [Line Items] | |||||
Derivative Liability | $ 5,303,984 | $ 7,717,150 | |||
Change in fair value of derivative liability | (2,861,069) | ||||
Derivative Liability | 5,303,984 | $ 7,717,150 | |||
Convertible Debt | Global Ichiban Limited | |||||
Embedded Derivative [Line Items] | |||||
Derivative Liability | $ 2,010,975 | ||||
Derivative Liability | 2,010,975 | ||||
Fair value of embedded derivative | 5,303,984 | ||||
Convertible Debt | Global Ichiban Limited | GI Exchange Note | |||||
Embedded Derivative [Line Items] | |||||
Derivative Liability | $ 447,903 | ||||
Derivative Liability | $ 447,903 | ||||
Convertible Debt | BD1 | |||||
Embedded Derivative [Line Items] | |||||
Derivative Liability | 5,706,175 | ||||
Derivative Liability | $ 5,706,175 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Global Ichiban Limited | |||||
Embedded Derivative [Line Items] | |||||
Change in fair value of derivative liability | $ 5,303,984 | 2,845,106 | |||
Embedded Derivative Financial Instruments | Convertible Debt | BD1 | |||||
Embedded Derivative [Line Items] | |||||
Change in fair value of derivative liability | $ 5,706,175 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | Global Ichiban Limited | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.62 | 0.46 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | Global Ichiban Limited | GI Exchange Note | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.49 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | BD1 | Minimum [Member] | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.42 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | BD1 | Maximum | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.46 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | Global Ichiban Limited | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0 | 0.12 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | Global Ichiban Limited | GI Exchange Note | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.0152 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | BD1 | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0.12 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | Global Ichiban Limited | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | Global Ichiban Limited | GI Exchange Note | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0 | ||||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | BD1 | |||||
Embedded Derivative [Line Items] | |||||
Debt Instrument, Measurement Input | 0 |
SERIES A PREFERRED STOCK - Addi
SERIES A PREFERRED STOCK - Additional Information (Details) - USD ($) | Jun. 30, 2013 | Jun. 17, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2013 |
Class Of Stock [Line Items] | |||||
Preferred stock, value, issued | $ 5 | $ 5 | |||
Series A Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 750,000 | 125,000 | 48,100 | 48,100 | 625,000 |
Share purchase price per share | $ 8 | ||||
Preferred stock, value, issued | $ 6,000,000 | ||||
Preferred stock, shares issued (in shares) | 8.00% | ||||
Share price (in dollars per share) | 10.00% | ||||
Preferred stock, value, issued | 4 years | ||||
Number of securities called by warrants (in shares) | 4 years | ||||
Preferred stock, conversion, required common share price (in dollars per share) | $ 1,160,000 | ||||
Preferred stock, conversion, required common share price, term | 20 years | ||||
Preferred stock redemption price per share | $ 8 | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 | ||||
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 | |||
Accrued and unpaid dividends | $ 416,733 | ||||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of securities called by warrants (in shares) | 13,125 | 2,187 | |||
Proceeds from issuance of preferred stock | $ 1,000,000 | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 |
SERIES 1A PREFERRED STOCK - Add
SERIES 1A PREFERRED STOCK - Additional Information (Details) - USD ($) | Jan. 05, 2021 | Dec. 09, 2020 | Sep. 22, 2020 | Sep. 11, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||||
Agreement Entered Date | Sep. 11, 2020 | ||||||
Debt conversion, converted instrument, shares issued | 5,800,000 | 94,266 | |||||
Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 200,000 | ||||||
Tubesolar A G | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 100 | ||||||
Series One A Securities Purchase Agreement | Crowdex Investments, LLC | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 500 | ||||||
Series One A T Two Securities Purchase Agreement | Tubesolar A G | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares sold | 2,500 | ||||||
Gross proceeds from issuance of private placement | $ 2,500,000 | ||||||
Private Placement | Securities Purchase Agreement | Crowdex Investments, LLC | |||||||
Class Of Stock [Line Items] | |||||||
Agreement Entered Date | Sep. 22, 2020 | ||||||
Stock purchase agreement, authorized amount | $ 5,000,000 | ||||||
Private Placement | Securities Purchase Agreement | Crowdex Investments, LLC | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Original issue price per share | $ 1,000 | ||||||
Fixed conversion price per 10,000 common share | 0.50 | ||||||
Liquidation, dissolution or winding up, holders to be paid out of assets, amount per share | $ 1,000 | ||||||
Private Placement | Initial Closing Under Securities Purchase Agreement | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 2,400,000 | ||||||
Private Placement | Initial Closing Under Securities Purchase Agreement | Crowdex Investments, LLC | Series One A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Number of shares sold | 2,000 | ||||||
Gross proceeds from issuance of private placement | $ 2,000,000 | ||||||
Debt conversion, converted instrument, shares issued | 1,200 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Aug. 02, 2021USD ($)shares | Mar. 04, 2021USD ($)shares | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, number of votes per share | vote | 1 | |||
Common stock, shares outstanding (in shares) | 4,786,804 | 3,659,828 | ||
Purchase of Common Stock , Shares | 133,333 | 15,000 | ||
Aggregate purchase price of common stock | $ | $ 10,000,000 | $ 3,000,000 | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
First Tranche | ||||
Class Of Stock [Line Items] | ||||
Purchase of Common Stock , Shares | 66,667 | |||
Aggregate purchase price of common stock | $ | $ 5,000,000 | |||
Common Stock Tranche Closing Date | Sep. 2, 2021 | |||
Second Tranche | ||||
Class Of Stock [Line Items] | ||||
Common Stock Tranche Closing Date | Nov. 5, 2021 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Stock by Class (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Series1 A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 5,000 | |
Preferred stock, shares outstanding (in shares) | 3,700 | |
Series B1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Series B2 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Series D1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,800 | |
Series F Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 7,000 | |
Series G Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Series H Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Series I Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Series J Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,350 | |
Series J1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Series K Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 20,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, limitations on use | $ 298,400,000 | |
Valuation allowance | 75,003,000 | $ 72,555,000 |
Increase (decrease) in valuation allowance | 2,400,000 | |
Uncertain tax positions | $ 0 | |
Accrued interest and penalties related to uncertain tax positions | 0 | |
Tax Year 2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 233,600,000 | |
Indefinitely | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 64,800,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Accrued Expenses | $ 104,000 | $ 22,000 |
Inventory Allowance | 98,000 | 137,000 |
Other | 5,000 | 10,000 |
Operating Lease Liability | 1,280,000 | 1,183,000 |
Tax effect of NOL carryforward | 74,167,000 | 72,307,000 |
Depreciation | 596,000 | 355,000 |
Warranty reserve | 5,000 | 3,000 |
Gross Deferred Tax Asset | 76,255,000 | 74,017,000 |
Valuation Allowance | (75,003,000) | (72,555,000) |
Net Deferred Tax Asset | 1,252,000 | 1,462,000 |
Operating lease right-of-use asset, net | (1,231,000) | (1,287,000) |
Amortization | (21,000) | (175,000) |
Net Deferred Tax Liability | $ (1,252,000) | $ (1,462,000) |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State statutory rate | 5.40% | 6.90% |
Permanent tax differences | (3.90%) | 3.70% |
Derivative/Warrant Revaluation | (30.90%) | |
Debt Discount | 12.70% | 1.60% |
Deferred true-ups | 4.90% | 48.90% |
Other | 0.70% | |
Change in valuation allowance | (40.80%) | (51.20%) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Sep. 23, 2020 | Sep. 11, 2020 | May 31, 2019 | Jul. 29, 2020 |
Loss Contingencies [Line Items] | ||||
Agreement Entered Date | Sep. 11, 2020 | |||
Amount paid as full and final settlement | $ 120,000 | |||
Buildings | ||||
Loss Contingencies [Line Items] | ||||
Price of building | $ 7,193,000 | |||
Mortgage Holder | Buildings | ||||
Loss Contingencies [Line Items] | ||||
Price of building | $ 7,193,000 | |||
Vendor | Settlement Agreement | ||||
Loss Contingencies [Line Items] | ||||
Agreement Entered Date | Sep. 11, 2020 | |||
Unpaid fees related interest charges | $ 1,200,000 | |||
Amount paid as full and final settlement | $ 120,000 |
RETIREMENT PLAN - Additional In
RETIREMENT PLAN - Additional Information (Details) - USD ($) | Jul. 01, 2006 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Contribution Plan [Line Items] | |||
Employee minimum age | 21 years | ||
Percent of employer contribution | 100.00% | ||
Percent of employee contribution that employer will match | 4.00% | ||
Employer discretionary contribution amount | $ 31,423 | $ 0 | |
Employees Hired Before January 1, 2010 | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 100.00% | ||
Employees Hired After January 1, 2010 | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 33.33% | ||
Defined Contribution Plan Vesting Period | 3 years |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | Feb. 02, 2022 | Feb. 01, 2022 | Jan. 28, 2022 | Dec. 09, 2020 | Dec. 31, 2020 | Jan. 21, 2022 | Jan. 03, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,800,000 | 94,266 | ||||||
Debt conversion, converted instrument, shares issued (in shares) | 5,800,000 | 94,266 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Reverse stock split of common stock | 1:5,000 reverse stock split | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,600,000 | |||||||
Number of preferred stock converted | 1,300 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 2,600,000 | |||||||
Subsequent Event | B D I Convertible Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | $ 1,000,000 | |||||||
Aggregate principal amount of notes outstanding | $ 7,900,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,800,000 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 15,800,000 | |||||||
Aggregate principal amount issued | $ 7,900,000 | |||||||
Subsequent Event | Tube Solar Convertible Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,800,000 | |||||||
Number of preferred stock converted | 2,400 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 4,800,000 | |||||||
Subsequent Event | Nanyang Convertible Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 600,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,200,000 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 1,200,000 | |||||||
Aggregate principal amount issued | $ 600,000 | |||||||
Subsequent Event | Fleur Convertible Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate principal amount of notes outstanding | $ 700,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,400,000 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 1,400,000 | |||||||
Aggregate principal amount issued | $ 700,000 | |||||||
Subsequent Event | Fleur Capital Pte Ltd [Member] | B D I Convertible Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | $ 1,000,000 |