Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | SOBR Safe, Inc. |
Entity Central Index Key | 0001425627 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 26-0731818 |
Entity Address Address Line 1 | 6400 S. Fiddlers Green Circle |
Entity Address Address Line 2 | Suite 525 |
Entity Address City Or Town | Greenwood Village |
Entity Address State Or Province | CO |
Entity Address Postal Zip Code | 80111 |
City Area Code | 844 |
Local Phone Number | 762-7723 |
Amendment Description | Amendment |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 882,268 | $ 232,842 |
Inventory | 39,461 | 0 |
Prepaid Expenses | 12,553 | 115,230 |
Total Current Assets | 934,282 | 348,072 |
Sobr Safe Intellectual Technology, Net Of Accumulated Amortization Of $610,318 And $224,854 At December 31, 2021 And December 31, 2020, Respectively | 3,244,357 | 3,629,821 |
Other Assets | 30,576 | 8,680 |
Total Assets | 4,209,215 | 3,986,573 |
Liabilities & Stockholders' Equity (deficit) | ||
Accounts Payable | 270,150 | 101,308 |
Accrued Expenses | 463,900 | 313,035 |
Accrued Interest Payable | 252,110 | 134,444 |
Related Party Payables | 82,883 | 28,624 |
Common Stock Subscriptions Payable | 0 | 253,685 |
Derivative Liability | 1,040,000 | 0 |
Convertible Debenture Payable | ||
* Includes Unamortized Debt Discount Related To Warrants, Beneficial Conversion Feature And Embedded Conversion Feature Of $1,291,882 And None At December 31, 2021 And December 31, 2020, Respectively | 1,756,899 | 0 |
Current Portion Notes Payable - Related Parties | 11,810 | 11,810 |
Current Portion Notes Payable - Non-related Parties | 104,183 | 79,183 |
Total Current Liabilities | 3,981,935 | 922,089 |
Notes Payable -related Parties-less Current Portion | ||
* Includes Unamortized Debt Discount Related To Warrants And Beneficial Conversion Features Of $645,547 And None At December 31, 2021 And December 31, 2020, Respectively | 354,453 | 0 |
Notes Payable -non-related Parties-less Current Portion | ||
* Includes Unamortized Debt Discount Related To Warrants And Beneficial Conversion Features Of $648,580 And None At December 31, 2021 And December 31, 2020, Respectively | 356,420 | 25,000 |
Total Liabilities | 4,692,808 | 947,089 |
Stockholders' Equity (deficit) | ||
Preferred Stock, $0.00001 Par Value; 19,300,000 Shares Authorized, No Shares Issued Or Outstanding As Of December 31, 2020 And December 31, 2019 | 0 | 0 |
Series A Convertible Preferred Stock, $0.00001 Par Value; 3,000,000 Shares Authorized, No Shares Issued Or Outstanding As Of December 31, 2021 And December 31, 2020 | 0 | 0 |
Series A-1 Convertible Preferred Stock, $0.00001 Par Value; 2,700,000 Shares Authorized, No Shares Issued Or Outstanding As Of December 31, 2021 And December 31, 2020 | 0 | 0 |
Common Stock, $0.00001 Par Value; 100,000,000 Shares Authorized; 8,778,555 And 8,640,678 Shares Issued And Outstanding As Of December 31, 2021 And December 31, 2020, Respectively | 88 | 87 |
Additional Paid-in Capital | 57,041,447 | 52,694,147 |
Accumulated Deficit | (57,471,492) | (49,601,220) |
Total Sobr Safe, Inc. Stockholders' Equity (deficit) | (429,957) | 3,093,014 |
Noncontrolling Interest | (53,636) | (53,530) |
Total Stockholders' Equity (deficit) | (483,593) | 3,039,484 |
Total Liabilities And Stockholders' Equity (deficit) | $ 4,209,215 | $ 3,986,573 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Sobr Safe Intellectual Technology, Net Of Accumulated Amortization | $ 610,318 | $ 224,854 |
Current Liabilities | ||
Notes Payable -related Parties-less Current Portion | 645,547 | 645,547 |
Convertible Debenture Payable Unamortized Debt Discount Related To Warrants | 1,291,882 | 1,291,882 |
Notes Payable -non-related Parties-less Current Portion | $ 648,580 | $ 648,580 |
Stockholders' Deficit | ||
Common Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 26,335,665 | 25,922,034 |
Common Stock, Shares Outstanding | 8,778,555 | 8,640,678 |
Preferred Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 19,300,000 | 19,300,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series A-1 Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 2,700,000 | 2,700,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Shares Par Value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 0 |
Operating Expenses: | ||
General And Administrative | 3,882,706 | 2,003,107 |
Stock-based Compensation Expense | 473,748 | 273,443 |
Research And Development | 1,198,780 | 633,050 |
Loss On Disposal Of Property And Equipment | 0 | 39,434 |
Asset Impairment Adjustment | 0 | 25,320,555 |
Total Operating Expenses | 5,555,234 | 28,269,589 |
Loss From Operations | (5,555,234) | (28,269,589) |
Other Income (expense): | ||
Loss On Debt Extinguishment, Net | 0 | (224,166) |
Gain (loss) On Fair Value Adjustment - Derivatives | (60,000) | 60,650 |
Interest Expense | (1,420,063) | (141,512) |
Amortization Of Interest - Beneficial Conversion Feature | (835,081) | (1,407,675) |
Total Other Expense, Net | (2,315,144) | (1,712,703) |
Loss Before Provision For Income Taxes | (7,870,378) | (29,982,292) |
Provision For Income Tax | 0 | 0 |
Net Loss | (7,870,378) | (29,982,292) |
Net Loss Attributable To | ||
Noncontrolling Interest | 106 | 120 |
Net Loss Attributable | ||
To Sobr Safe, Inc. | (7,870,272) | (29,982,172) |
Dividends On Convertible Preferred Stock | 0 | (107,880) |
Net Loss Attributable To Common Stockholders | $ (7,870,272) | $ (30,090,052) |
Basic And Diluted Loss Per Common Share | $ (0.91) | $ (5.86) |
Weighted Average Number Of | ||
Common Shares Outstanding | 8,658,616 | 5,133,069 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Stockholders Deficit SOBR Safe Inc [Member] | Noncontrolling Interest |
Balance, Shares at Dec. 31, 2019 | 2,150,996 | ||||||
Balance, Amount at Dec. 31, 2019 | $ (3,593,121) | $ 22 | $ 0 | $ 15,971,435 | $ (19,511,168) | $ (3,539,711) | $ (53,410) |
Common Stock Issued Upon Conversion Of Convertible Preferred Stock To Common Stock, Shares | 900,000 | (2,700,000) | |||||
Common Stock Issued For Executive Compensation, Amount | 76,480 | $ 1 | $ 0 | 76,480 | 0 | 76,480 | 0 |
Common Stock Issued Due To Stock Warrants Exercise, Shares | 151,366 | ||||||
Common Stock Issued Due To Stock Warrants Exercise, Amount | 65,728 | $ 2 | 0 | 65,726 | 0 | 65,728 | 0 |
Common Stock Issued For Asset Purchase, Shares | 4,000,000 | ||||||
Common Stock Issued For Asset Purchase, Amount | 27,120,000 | $ 40 | 0 | 27,119,960 | 0 | 27,120,000 | 0 |
Common Stock Issued To Settle Accounts Payable And Accrued Expenses, Shares | 53,132 | ||||||
Common Stock Issued To Settle Accounts Payable And Accrued Expenses, Amount | 265,677 | $ 1 | 0 | 265,676 | 0 | 265,677 | 0 |
Common Stock Issued To Settle Related Party Payables, Shares | 86,717 | ||||||
Common Stock Issued To Settle Related Party Payables, Amount | 579,814 | $ 1 | 0 | 579,813 | 0 | 579,814 | 0 |
Common Stock Issued To Settle Related Party Debt, Shares | 216,246 | ||||||
Common Stock Issued To Settle Related Party Debt, Amount | 826,964 | $ 2 | 0 | 826,962 | 0 | 826,964 | 0 |
Common Stock Issued To Settle Non-related Party Debt, Shares | 23,483 | ||||||
Common Stock Issued To Settle Non-related Party Debt, Amount | 166,526 | $ 0 | 0 | 166,526 | 0 | 166,526 | 0 |
Common Stock Issued Upon Conversion Of Convertible Preferred Stock To Common Stock, Amount | 0 | $ 9 | $ 27 | 0 | 0 | 0 | 0 |
Common Stock Issued Upon Conversion Of Related Party Debt And Accrued Interest, Shares | 1,034,343 | ||||||
Common Stock Issued Upon Conversion Of Related Party Debt And Accrued Interest, Value | 1,551,514 | $ 10 | 1,551,504 | 1,551,514 | |||
Series A-1 Convertible Preferred Stock Issued For Cash, Shares | 2,700,000 | ||||||
Series A-1 Convertible Preferred Stock Issued For Cash, Amount | 2,700,000 | 0 | $ 27 | 2,699,973 | 0 | 2,700,000 | 18 |
Paid-in Capital - Fair Value Of Stock Options Vested | 239,476 | 0 | 0 | 239,476 | 0 | 239,476 | 0 |
Paid-in Capital - Fair Value Of Stock Warrants Granted | 915,124 | 0 | 0 | 915,124 | 0 | 915,124 | 0 |
Paid-in Capital - Gain On Related Party Payables Conversion | 272,299 | 0 | 0 | 272,299 | 0 | 272,299 | 0 |
Paid-in Capital - Gain On Related Party Debt Conversion | 124,291 | 0 | 0 | 124,291 | 0 | 124,291 | 0 |
Paid-in Capital - Loss On Debt Extinguishment | 390,409 | 0 | 0 | 390,409 | 0 | 390,409 | 0 |
Paid-in Capital - Beneficial Conversion Feature | 1,407,675 | 0 | 0 | 1,407,675 | 0 | 1,407,675 | 0 |
Dividends - Series A-1 Convertible Preferred Stock | (107,880) | (107,880) | (107,880) | ||||
Net Loss | (29,982,292) | $ 0 | 0 | 0 | (29,982,172) | (29,982,172) | (120) |
Balance, Shares at Dec. 31, 2020 | 8,640,678 | ||||||
Balance, Amount at Dec. 31, 2020 | 3,039,484 | $ 87 | 0 | 52,694,147 | (49,601,220) | 3,093,014 | (53,530) |
Common Stock Issued Upon Conversion Of Convertible Preferred Stock To Common Stock, Amount | 19,258 | 1 | 0 | 19,258 | 0 | 19,258 | 0 |
Paid-in Capital - Beneficial Conversion Feature | 909,214 | 0 | 0 | 909,214 | 0 | 909,214 | 0 |
Net Loss | (7,870,378) | $ 0 | 0 | 0 | (7,870,272) | (7,870,272) | (106) |
Common Stock Issued To Settle Dividends - Series A-1 Convertible Preferred Stock, Shares | 14,390 | ||||||
Common Stock Issued To Settle Dividends - Series A-1 Convertible Preferred Stock, Amount | 107,880 | $ 0 | 0 | 107,880 | 0 | 107,880 | 0 |
Common Stock Issued For Facility Lease, Shares | 5,333 | ||||||
Common Stock Issued For Facility Lease, Amount | 49,600 | $ 0 | 0 | 49,600 | 0 | 49,600 | 0 |
Common Stock Issued To Settle Common Stock Subscriptions Payable, Value | 145,805 | 145,805 | 145,805 | ||||
Common Stock Issued To Settle Common Stock Subscriptions Payable, Shares | 34,806 | ||||||
Common Stock Issued Upon Exercise Of Stock Warrants, Value | $ 88,470 | 88,469 | 88,470 | ||||
Common Stock Issued Upon Exercise Of Stock Warrants, Shares | 58,980 | ||||||
Common Stock Issued Upon Exercise Of Stock Options, Shares | 106,667 | 24,368 | |||||
Paid-in Capital - Fair Value Of Stock Options And Restricted Stock Units Vested | $ 1,087,318 | $ 0 | 0 | 1,087,318 | 0 | 1,087,318 | 0 |
Paid-in Capital - Relative Fair Value Of Stock Warrants Granted | 1,939,756 | $ 0 | 0 | 1,939,756 | 0 | 1,939,756 | 0 |
Balance, Shares at Dec. 31, 2021 | 8,778,555 | ||||||
Balance, Amount at Dec. 31, 2021 | $ (483,593) | $ 88 | $ 0 | $ 57,041,447 | $ (57,471,492) | $ (429,957) | $ (53,636) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net Loss | $ (7,870,378) | $ (29,982,292) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Depreciation And Amortization | 385,464 | 232,194 |
Loss On Debt Extinguishment, Net | 0 | 224,166 |
Loss On Disposal Of Property And Equipment | 0 | 39,434 |
Change In Fair Value Of Derivative Liability | 60,000 | (60,650) |
Amortization Of Interest - Conversion Features | 835,081 | 1,407,675 |
Amortization Of Interest | 1,231,661 | 8,656 |
Stock Warrants Expense | 0 | 219,670 |
Stock Options Expense | 723,262 | 239,478 |
Stock-based Compensation Expense | 473,748 | 54,283 |
Asset Impairment Adjustment | 0 | 25,320,555 |
Changes In Assets And Liabilities: | ||
Inventory | (39,461) | 0 |
Prepaid Expenses | 42,585 | 3,515 |
Other Assets | (21,896) | (8,680) |
Accounts Payable | 168,842 | 113,158 |
Accrued Expenses | 150,865 | (4,666) |
Accrued Interest Payable | 117,666 | 26,677 |
Related Party Payables | 54,259 | (24,706) |
Net Cash Used In Operating Activities | (3,688,302) | (2,191,533) |
Investing Activities: | ||
Proceeds From Disposal Of Property And Equipment | 0 | 951 |
Financing Activities: | ||
Proceeds From Notes Payable - Related Parties | 1,030,000 | 0 |
Repayments Of Notes Payable - Related Parties | (30,000) | 0 |
Proceeds From Notes Payable - Non-related Parties | 1,005,000 | 41,665 |
Proceeds From Convertible Debenture Payable | 2,500,000 | 0 |
Debt Issuance Costs | (275,000) | 0 |
Proceeds From Exercise Of Stock Warrants | 88,470 | 0 |
Proceeds From Exercise Of Stock Options | 19,258 | 0 |
Proceeds From Offering Of Preferred Stock - Related Parties | 0 | 1,700,000 |
Net Cash Provided By Financing Activities | 4,337,728 | 1,741,665 |
Net Change In Cash | 649,426 | (448,917) |
Cash At The End Of The Period | 882,268 | 232,842 |
Cash At The Beginning Of The Period | $ 232,842 | 681,759 |
Schedule Of Non-cash Investing And Financing Activities: | ||
Issuance Of Common Stock For Rent | 49,600 | |
Issuance Of Common Stock For Prior Year Accrued Dividends | $ 107,880 | 107,880 |
Issuance Of Common Stock To Settle Prior Year Stock Subscriptions Payable | 145,805 | 0 |
Intrinsic Value-beneficial Conversion Feature | 909,214 | 1,407,501 |
Relative Fair Value Of Stock Warrants Granted | 1,939,756 | 0 |
Convertible Debenture Payable Discount | 823,781 | 0 |
Fair Value Of Embedded Conversion Feature | 980,000 | 0 |
Gain On Related Party Payables Converted To Capital | 0 | 272,299 |
Accounts Payable And Accrued Expenses Converted To Capital | 0 | 265,677 |
Related Party Payables Converted To Capital | 0 | 579,814 |
Related Party Debt Converted To Capital After Exercise Of Cashless Stock Warrants | 0 | 65,728 |
Related Party Debt Converted To Capital | 0 | 2,378,478 |
Non-related Party Debt Converted To Capital | 0 | 166,526 |
Gain On Related Party Debt Converted To Capital | 0 | 124,291 |
Issuance Of Common Stock, Stock Warrants And Convertible Note For Asset Purchase | 0 | 29,222,955 |
Prepaid Expenses With Common Shares | 0 | 122,162 |
Shares Issued For Cash Received In Prior Years | 0 | $ 1,000,000 |
Shares Issued For Executive Compensation In Prior Year | 76,480 | |
Supplemental Disclosure: | ||
Cash Paid For Interest | 72,762 | $ 1,979 |
Cash Paid For Income Taxes | $ 0 | $ 0 |
ORGANIZATION OPERATIONS SUMMARY
ORGANIZATION OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CORRECTION OF ERROR | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CORRECTION OF ERROR | |
Organization Operations Summary Of Significant Accounting Policies And Correction Of Error | NOTE 1. ORGANIZATION, OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND CORRECTION OF ERROR SOBR Safe, Inc. (“SOBR Safe”), formerly TransBiotec, Inc. was incorporated as Imagine Media LTD., in August, 2007 in the State of Delaware. A corporation also named TransBiotec, Inc. (“TransBiotec – CA”) was formed in the state of California July 4, 2004. Effective September 19, 2011 TransBiotec - DE was acquired by TransBiotec - CA in a transaction classified as a reverse acquisition as the shareholders of TransBiotec - CA retained the majority of the outstanding common stock of TransBiotec - DE after the share exchange. The consolidated financial statements represent the activity of TransBiotec - CA from July 4, 2004 forward, and the consolidated activity of TransBiotec - DE and TransBiotec - CA from September 19, 2011 forward. TransBiotec - DE and TransBiotec - CA are hereinafter referred to collectively as the “Company” or “We”. The Company has developed and plans to market and sell a non-invasive alcohol sensing system which includes an ignition interlock. The Company has not generated any revenues from its operations. On March 23, 2020, the Company filed a Definitive 14C providing notice that the Board of Directors has recommended, and that holders of a majority of the voting power of the Company’s outstanding stock voted, to approve the following. 1. To remove and re-elect four (4) directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; and 2. To approve an amendment to the Company’s Certificate of Incorporation to: (a) change the Company’s name to SOBR SAFE, Inc., (b) decrease the Company’s authorized common stock from 800,000,000 shares, par value $0.00001 to 100,000,000 shares, par value $0.00001, and (c) effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-32 and 1-for-35 (with the exact ratio to be determined by the directors in their sole discretion without further approval by the shareholders). The above actions taken by the Company’s stockholders became effective on or about May 21, 2020. The effective dates of the above actions were June 5, 2020 and April 20, 2020, respectively, and the actual reverse stock split ratio was 1-for-33.26. All share and per share amounts have been adjusted in these consolidated financial statements to reflect the effect of the reverse stock split (see Note 19). Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the presentation of annual financial information. In management’s opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2021 and December 31, 2020, and results of operations and cash flows for the years ended December 31, 2021 and December 31, 2020. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. Use of Estimates The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Specifically, such estimates were made by the Company for the valuation of the derivative liabilities, beneficial conversion feature expenses and intellectual technology. Actual results could differ from those estimates. Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Financial Instruments Level Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, accrued interest payable, related party payables, notes payable, convertible debentures, and other liabilities. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2021 and December 31, 2020: December 31, 2021 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 1,040,000 December 31, 2020 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - Cash The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2021 and December 31, 2020. Inventory Inventory is valued at the lower of cost or net realizable value. The cost of substantially all the Company’s inventory is determined by the FIFO cost method. Inventory is comprised primarily of finished products intended for sale to customers. The Company evaluates the need for reserves for excess or obsolete inventory determined primarily based upon estimates of future demand for the Company’s products. At December 31, 2021 the Company had no reserves for obsolescence. Prepaid Expenses Amounts incurred in advance of contractual performance or coverage periods are recorded as prepaid assets and recognized as expense in the period service or coverage is provided. Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Derivative Instruments The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations under other income (expense). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a Monte Carlo Simulation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method. The unamortized amount is presented as a reduction of debt on the balance sheet. Preferred Stock We apply the guidance enumerated in ASC 480, Distinguishing Liabilities from Equity, Minority Interest (Noncontrolling Interest) A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 2021 and December 31, 2020. The Company accounts for these minority, or noncontrolling interests, pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. Impairment of Long-Lived Assets Long-lived assets and identifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured using the asset’s fair value. The Company recognized an impairment loss of none and $25,320,555 during the years ended December 31, 2021 and 2020, respectively. Stock-based Compensation The Company follows the guidance of the accounting provisions of ASC 718, Share-based Compensation Research and Development The Company accounts for its research and development costs pursuant to ASC 730, whereby it requires the Company to disclose the amounts of costs for company and customer-sponsored research and development activities, if material. Research and development costs are expensed as incurred. The Company incurred research and development costs as it acquired new knowledge to bring about significant improvements in the functionality and design of its SOBR products. Research and development costs were $1,198,780 and $633,050 during the years ended December 31, 2021 and December 31, 2020, respectively. Advertising and Marketing Costs Advertising and marketing costs are charged to operations as incurred. Advertising and marketing costs were $104,738 and $96,637 during the years ended December 31, 2021 and December 31, 2020, respectively. Income Tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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 changes in tax laws and rates on the date of enactment. The Company has a deferred tax asset of approximately $4,129,000 and $2,830,000 that is offset by a 100% valuation allowance at December 31, 2021 and December 31, 2020, respectively. Therefore, the Company has not recorded any deferred tax assets or liabilities at December 31, 2021 and December 31, 2020. Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share gives the effect to all dilutive potential common shares outstanding during the period, including stock options, warrants and convertible instruments. Diluted net loss per share excludes all potentially issuable shares if their effect is anti-dilutive. Because the effect of the Company’s dilutive securities is anti-dilutive, diluted net loss per share is the same as basic loss per share for the periods presented. Concentration of Risk Credit Risk – Concentration of Suppliers Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Recent Issued Accounting Guidance In December 2019, 2019 12, Income Taxes (Topic 740 ): Simplifying the Accounting for Income Taxes ASU 2019 -12 2019 12 740 In August 2020, 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 December 15, 2021, The Company has reviewed other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements will be expected to cause a material impact on its financial condition or the results of operations. Correction of Error While preparing financial statements for periods in 2021, the Company discovered an error in the statement of operations for the year ended December 31, 2020. The error related to the presentation of the loss on disposal of property and equipment and asset impairment adjustment in accordance with ASC 360-10-45. Loss on disposal of property and equipment and asset impairment adjustment of $39,434 and $25,320,555, respectively, were presented as other income/expense-net, instead of as operating expenses. As a result, loss from operations for the year ended December 31, 2020, was understated by $25,359,989 and other income/expenses-net was overstated by the same amount. The errors had no effect on the net loss or net loss per share for the year ended December 31, 2020. As a result of this correction, the statement of operations for the year ended December 31, 2020 in the accompanying financial statements has been retroactively restated. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN | |
Going Concern | NOTE 2. GOING CONCERN The Company has incurred recurring losses from operations and has limited cash liquidity and capital resources. Future capital requirements will depend on many factors, including the Company’s ability to develop and sell products, generate cash flow from operations, and competing market developments. The Company will need additional capital in the near future. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations. As of December 31, 2021, the Company has an accumulated deficit of approximately $57,472,000. During the year ended December 31, 2021, the Company also experienced negative cash flows from operating activities of approximately $3,688,000. It appears these principal conditions or events, considered in the aggregate, indicate it is probable that the Company will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. As such, there is substantial doubt about the entity’s ability to continue as a going concern. As a result, the Company is in the process of preparing an offering for the sale of its common stock in 2022 and has entered into an agreement with an underwriter planned to raise a minimum of $15,000,000 gross proceeds to mitigate the probable conditions that have raised substantial doubt about the Company’s ability to continue as a going concern. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. However, if the pandemic continues, it may have a adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2022. Management believes actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern; however, these plans are contingent upon actions to be performed by the Company and these conditions have not been met on or before December 31, 2021. Additionally, the COVID-19 outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown, which would impair the Company’s ability to raise needed funds to continue as a going concern. As such, substantial doubt about the entity’s ability to continue as a going concern was not alleviated as of December 31, 2021. |
ASSET PURCHASE
ASSET PURCHASE | 12 Months Ended |
Dec. 31, 2021 | |
ASSET PURCHASE | |
Asset Purchase | NOTE 3. ASSET PURCHASE On June 5, 2020, the Company completed a transaction (the “Transaction”) with IDTEC subject to the terms and conditions of the Asset Purchase Agreement (the “APA”) and that was accounted for as an asset purchase. Pursuant to the APA, IDTEC provided personnel, experience, and access to funding to assist with the development of the SOBR device, as well as sold to us certain robotics assets, which our management believes are synergistic with our current assets, in exchange for 4,000,000 2,666,667 4,000,000 In advance of closing the Transaction, IDTEC and a few other affiliated parties voluntarily committed personnel and funds to the Company to assist with (i) general costs related to the Transaction, (ii) ongoing operating expenses and pay for further engineering and development work on the Company’s products and prototypes, (iii) protect, maintain and develop the Company’s products and intellectual property, (iv) hire, pay and retain the proposed management team, third party consultants and advisors for the Company following the consummation of the sale contemplated in the APA and, (v) take such further actions as are necessary to more quickly expand the Company’s business subsequent to the sale of the purchased assets. The parties agreed that the funds advanced directly to the Company’s vendors were voluntary and were not the obligation of the Company and the Company had no obligation to repay these funds in the event the Transaction contemplated by the APA did not close. In the event the Transaction did close, then on the closing date, the Company would issue promissory notes for the aggregate amounts incurred, paid or advanced. As a result of closing the Transaction, the Company issued a convertible promissory note for all the funds spent or advanced by IDTEC prior to closing. This note totaled $1,485,189 (the “APA Note”), with simple interest at 10% per annum, due upon demand, and may be convertible into shares of common stock at $1.50 $1.50 At closing, some of the closing conditions under the APA were either waived and/or modified by the parties. In order to document those modifications and waivers, we entered into a Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement with IDTEC. One of the closing conditions that was the subject of the Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement was the requirement that the Company have under $125,000 in permitted liabilities (not including aged liabilities) after closing of the Transaction. At closing, we had approximately $158,000 in non-permitted liabilities under the APA. As a result, the Company issued a Warrant to purchase Common Stock to IDTEC (the “Warrant”), under which IDTEC will purchase up to 106,667 $1.50 The Transaction, recorded as an asset purchase, was valued at $29,222,955, which consists of the market price as of June 5, 2020 of the Company’s 4,000,000 The following summarizes the transaction closing with IDTEC on June 5, 2020: Property and equipment $ 47,725 Intangible assets 29,175,230 Total assets $ 29,222,955 Net purchase (fair value of stock issued, warrants and notes payable) $ 29,222,955 Subsequent to the Transaction closing, the Company evaluated the fair value of the assets acquired based on market estimates for property and equipment and discounted net cash flow for the SOBR Safe intellectual technology. The present value of the discounted cash flow utilized a 75% discount, which included a 25% risk return premium, over an estimated five-year net revenue stream expected to be derived from the technology acquired. Based on the assessment of fair value, the Company recognized an asset impairment loss of $25,320,555 during the year ended December 31, 2020. The stock price of the Company at closing of the Transaction was significantly higher than expected from the stock price of the Company when the Company signed the APA which resulted in the recognition of the impairment. The number of shares given to IDTEC as consideration for the Transaction was not adjusted for any stock price changes. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES | |
Prepaid Expenses | NOTE 4. PREPAID EXPENSES Prepaid expenses consist of the following: December 31, 2021 December 31, 2020 Insurance $ 4,286 $ 3,370 Consulting services - 111,860 Rent 8,267 - Prepaid expenses $ 12,553 $ 115,230 On February 26, 2021, the Company entered into a lease agreement for its office facility for a 12-month term beginning March 1, 2021. In addition to monthly base rent of $6,000, the agreement required the issuance on 5,333 During 2020, the Company entered into two consulting agreements for marketing services. As of December 31, 2021 the Company had issued a total of 29,167 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Property And Equipment | NOTE 5. PROPERTY AND EQUIPMENT December 31, 2020 Robotics and testing equipment $ 46,200 Office furniture and equipment 1,525 47,725 Accumulated depreciation (7,340 ) Net property and equipment disposed (40,385 ) Property and equipment, net $ 0 Depreciation is computed on a straight-line basis over the assets estimated useful lives of three years. Depreciation for the years ended December 31, 2021 and 2020 was none and $7,340, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS | |
Intangible Assets | NOTE 6. INTANGIBLE ASSETS Intangible assets consist of the following at December 31, 2021: Gross Carrying Accumulated Net Intangible Amortization Period Amount Amortization Asset (in years) SOBR Safe Intellectual Technology $ 3,854,675 $ 610,318 $ 3,244,357 10 Intangible assets consist of the following at December 31, 2020: Gross Carrying Accumulated Net Intangible Amortization Period Amount Amortization Asset (in years) SOBR Safe Intellectual Technology $ 3,854,675 $ 224,854 $ 3,629,821 10 Amortization expense for the years ended December 31, 2021 and 2020 was $385,464 and $224,854, respectively. Estimated future amortization expense for device technology intangible assets is as follows: 2022 2023 2024 2025 2026 Thereafter $ 385,467 $ 385,467 $ 385,467 $ 385,467 $ 385,467 $ 1,317,022 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group, which forgave $108,000 of the note payable’s principal balance. This debt forgiveness decreased the original principal balance on the note of $214,334 to a new principal balance of $106,335, and a related party gain of $108,000 was recorded to additional paid-in capital. This amendment also extended the note payable’s due date to December 2, 2015. The note was converted to common stock during the year ended December 31, 2020. On March 8, 2017, Lanphere Law Group irrevocably elected to exercise warrants in order to acquire 323,200 3,173 $9.978. On January 3, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Michael Lanphere, a beneficial owner of the Company, under which he agreed to exercise warrants and the Company agreed to issue 151,366 60,132 $0.399 91,233 $0.459. On January 3, 2020, the Company entered into another Debt Conversion and Common Stock Purchase Plan with Michael Lanphere, under which the Company agreed to issue 21,085 $9.978 On January 3, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Vernon Justus, a shareholder, under which the Company agreed to issue 28,321 $9.978 On January 16, 2020, the Company entered into a Accounts Payable Conversion and Common Stock Purchase Plan with Michael Lanphere, , under which the Company agreed to issue 71,628 $9.978 On January 30, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Devadatt Mishal, one of the Company’s former directors and current shareholder, under which the Company agreed to issue 166,655 $2.74395 On March 23, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Prakash Gadgil, one of the Company’s former directors and current shareholder, under which the Company agreed to issue 195 $9.978 On April 6, 2020, the Company agreed with Nick Noceti, the Company’s former Chief Financial Officer, to issue 38,437 shares of its common stock in exchange for amounts due for accounting fees. The amount of the debt reduction, and therefore the purchase price of the shares, was $127,840 which was used for the deduction of a related party accounts payable of $127,480. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $49,000 and accounted for it as additional paid-in capital. The common shares were issued on April 4, 2020 at an effective conversion price of $ 9.978 On April 7, 2020, the Company agreed with Charles Bennington, one of the Company’s directors, to issue 2,277 $4.23 On February 12, 2021, the Company entered into a note payable agreement with David Gandini, an officer and shareholder, under which Mr. Gandini advanced the Company $30,000 for working capital purposes. The unsecured note carried interest at 0% and was paid in April 2021. On March 30, 2021, the Company received notification from IDTEC that it was exercising a portion of the 106,667 $1.50 On March 3 and 31, 2021, the Company issued convertible notes payable (see Note 10) totaling $350,000 to existing shareholders holding a direct or indirect interest in the Company and $200,000 to a Company’s director, an entity owned by a Company’s director and another director’s family member. The principal amount of the secured convertible debentures are convertible at $9 91,667 $9 On May 31, 2021, the Company issued convertible notes payable (see Note 10) totaling $400,000 to existing shareholders holding a direct or indirect interest in the Company and $50,000 to a Company’s officer. The principal amount of the secured convertible debentures are convertible at $9 total 75,000 $9 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES | |
Accrued Expenses | NOTE 8. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2021 December 31, 2020 Registration rights damages (see Note 9) $ 189,663 $ - Consulting services 163,647 163,647 Taxes and other 110,590 149,388 Accrued expenses $ 463,900 $ 313,035 |
CONVERTIBLE DEBENTURE PAYABLE
CONVERTIBLE DEBENTURE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Convertible Debenture Payable | NOTE 9. CONVERTIBLE DEBENTURE PAYABLE Convertible debenture payable consists of the following: December 31, 2021 December 31, 2020 Convertible Debenture Payable with Detached Free-standing Warrant $ 3,048,781 $ - Unamortized Debt Discount (1,291,882 ) - Net Convertible Debenture Payable $ 1,756,899 $ - On September 28, 2021, (the “Closing Date”) the Company completed a financing transaction under a Securities Purchase Agreement (the “SPA”) and corresponding 18% Original Issue Discount Convertible Debenture (the “Debenture”), Common Stock Purchase Warrant (the “Warrant”) and Registration Rights Agreement (“RRA”). Under the terms of the SPA, the Company received $2,500,000 from the Purchaser and in exchange issued the Debenture in the principal amount of $3,048,781 and Warrants to purchase up to 406,504 $7.50, of $9.00 $3.00 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE | |
Notes Payable | NOTE 10. NOTES PAYABLE RELATED PARTIES Related party notes payable consist of the following: December 31, 2021 December 31, 2020 Convertible Notes Payable with Detached Free-standing Warrants $ 1,000,000 $ - Conventional Non-Convertible Notes Payable 11,810 11,810 Unamortized Debt Discount (645,547 ) - Net Related Party Notes Payable $ 366,263 $ 11,810 Current Portion (11,810 ) (11,810 ) Net Long-Term Portion $ 354,453 $ - Total interest expense for related party notes was $85,397 and $98,313 for the years ended December 31, 2021 and 2020, respectively. Related Party Convertible Notes Payable The Company has thirteen convertible notes payable to related parties, each with detached free-standing warrants to purchase the Company’s common stock at $9 $9 166,667. 52,333 On June 5, 2020 the Company issued the convertible APA Note to a related party with a principal balance of $1,485,189, which included the $70,000 balance of three convertible notes payable to related parties and related accrued interest of $7,689 outstanding at December 31, 2019. The note includes simple interest at 10% per annum, due upon demand, and may be convertible into shares of common stock at $1.50 $1.50 Related Party Non-convertible Notes Payable The Company has one non-convertible note payable to a related party that has a principal balance of $11,810 as of December 31, 2021 and December 31, 2020. The note carries an interest rate at 0%. The note payable had a due date of December 31, 2012 and is currently in default. During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with four related parties, under which the Company agreed to issue approximately 114,333 Related Party Notes Payable with Warrants During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with two related parties, under which the Company agreed to issue approximately 200,667 NON- RELATED PARTIES Non-related party notes payable consist of the following: December 31, 2021 December 31, 2020 Convertible Notes Payable with Detached Free-standing Warrants $ 1,005,000 $ - Convertible Notes Payable 56,683 56,683 Conventional Non-Convertible Notes Payable 42,500 42,500 Notes Payable with Detached Free-standing Warrants 5,000 5,000 Unamortized Debt Discount (648,580 ) - Net Non-Related Party Notes Payable $ 460,603 $ 104,183 Current Portion (104,183 ) (79,183 ) Net Long-Term Portion $ 356,420 $ 25,000 Total interest expense for non-related party notes was $98,647 and $17,415 for the years ended December 31, 2021 and 2020, respectively. Convertible Notes Payable with Warrants The Company has sixteen convertible notes payable to non-related parties, each with detached free-standing warrants to purchase the Company’s common stock at $9 $9 167,500. Convertible Notes Payable The Company has three convertible notes payable to non-related parties that have a principal balance of $56,683 as of December 31, 2021 and December 31, 2020. These notes carry interest rates ranging from 5% - 12% and have due dates ranging from February 2013 to March 2022. Two of the three notes are currently in default. These notes carry conversion prices ranging from $6.00- $32.2857 During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with six non-related parties, under which the Company agreed to issue 16,712 During 2020, the Company also entered into a non-related party convertible note payable agreement to convert a high interest rate convertible non-related party note payable with a principal balance of $25,000 and accrued interest due of $22,500 to a non-related party convertible note payable of $47,500 that accrues interest at 5%. The note conversion rate is $6 During 2020, the holder of a $25,000 convertible promissory note with interest at 30% and accrued interest of $61,875 replaced the carrying amount of the note and its conversion features with a new non-convertible note totaling $25,000 that bears interest at 5%. The Company recorded a gain on non-related party debt extinguishment of $61,875. Non-convertible Notes Payable The Company has three non-convertible notes payable to non-related parties that have a principal balance of $42,500 as of December 31, 2021, and December 31, 2020. These notes carry interest rates ranging from 5% - 10% and have due dates ranging from 12/25/2013 - 6/06/2022. Two of the three notes are currently in default. During 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with a non-related party, under which the Company agreed to issue 6,771 On May 12, 2020, the Company received proceeds of $41,665 from a commercial bank under the SBA Payroll Protection Loan Program. The loan requires interest at 1% and 18 monthly payments of principal and interest beginning December 5, 2020. Provisions of the SBA Payroll Protection Loan Program allow for portions or all the loan balance to be forgiven should certain criteria be met. On December 7, 2020 the Company was notified that the principal balance and accrued interest of $242 was forgiven, and thus the Company recorded a gain on loan extinguishment of approximately $42,000. Notes Payable with Warrants The Company has one note payable with detached free-standing warrants to a non-related party that has a principal balance of $5,000 and $5,000 as of December 31, 2021 and December 31, 2020, respectively. This note carries an interest rate of 10% and had a due date of 9/11/2014. This note is currently in default. The detached free-standing warrants for this note payable were not exercised by the note holder and expired on May 16, 2019. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
DERIVATIVE LIABILITY | |
Derivative Liability | NOTE 11. DERIVATIVE LIABILITY In September 2021, the Company completed a financing transition and received $2,500,000 from the Purchaser and in exchange issued an 18% Original Issue Discount Convertible Debenture in the principal amount of $3,048,781. The debenture includes voluntary and automatic conversion features at a variable conversion prices convertible into the Company’s common shares at an undetermined future date. In 2019, the Company borrowed $70,000 under convertible promissory note agreements from an unrelated party that are due upon demand. The notes bear interest at a rate of 10% per annum and are convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. The Company analyzed the conversion features of the debenture and note agreements for derivative accounting consideration under ASU 2017-11 (ASC 815-15, Derivatives and Hedging), and determined the embedded conversion features should be classified as a derivative because the exercise price of the convertible debenture and notes are subject to variable conversion rates and should therefore be accounted for at fair value under ASC 820 and ASC 825. In accordance with ASC 815-15, the Company has bifurcated the conversion features of the debenture and notes and recorded a derivative liability. The embedded derivative for the debenture and the notes were carried on the Company’s balance sheet at fair value. The derivative liability was revalued each measurement period and any unrealized change in fair value is recorded as a component of the Consolidated Statement of Operations and the associated fair value carrying amount on the balance sheet was adjusted by the change. The Company fair valued the debenture embedded derivative using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 120%, (2) risk-free interest rate of 0.05%, and (3) expected life from 4 to 6 months. On September 28, 2021, the Closing Date of the transaction, the fair value of the embedded derivative was $980,000 and is amortized to interest over the term of the Debenture. Utilizing level 3 inputs, the Company recorded a fair value loss of $60,000 for the year ended December 31, 2021. The fair value of the embedded derivative recorded on the balance sheet as a liability was $1,040,000 at December 31, 2021. The Company fair valued the notes embedded derivatives using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 180%, (2) risk-free interest rate of 0.13%, and (3) expected life from 1 month to 1 year. On March 1, 2019, the date of the first note, the fair value of the embedded derivative was $28,000. On May 3, 2019, the date of the second note, the fair value of the embedded derivative was $28,100. On October 26, 2019, the date of the third note, the fair value of the embedded derivative was $8,700. The notes carried an embedded conversion feature of $64,800 that was fully amortized to interest expense during the year ended December 31, 2019. The notes were not converted and deemed paid in full at the closing of the Transaction on June 5, 2020. The principal amounts of these notes were settled and transferred to the APA Note and a loss on debt extinguishment of $273,462 was recognized during the year ended December 31, 2020. The fair value of the embedded derivative recorded on the balance sheet as a liability was none at December 31, 2020. Utilizing level 3 inputs, the Company recorded a fair value gain of $60,650 for the year ended December 31, 2020. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2019 $ 60,650 Fair value adjustments (including settlements) (60,650 ) Balance at December 31, 2020 $ - Balance at December 31, 2020 $ - Fair value of derivatives issued 980,000 Fair value adjustments 60,000 Balance at December 31, 2021 $ 1,040,000 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
COMMON STOCK | |
Common Stock | NOTE 12. COMMON STOCK The Company’s common stock transactions for the year ended December 31, 2020 consists of the following: 342 shares were issued at $60.87 24,053 151,366 $65,728 debt from $0.4590 to $0.39912 per share . 151,366 4,000,000 shares were issued to complete the Transaction with IDTEC that was accounted for as an asset purchase. The shares were issued at a value of $27,120,000. 53,132 shares were issued to non-related parties for the conversion of approximately $266,000 of accounts payable and accrued expenses from $1.7463 to $9.978 per share. 86,717 shares were issued to related parties for the conversion of $852,196 of related party payables from $3.345 to $9.978 per share. 216,246 shares were issued to related parties for the conversion of $622,004 of debt from $2.7438 to $9.978 per share. The Company recorded $143,660 of loss on debt extinguishment and a related party gain of $124,291 was recorded as additional paid in-capital as a result of the stock issuance. 23,483 shares were issued to non-related parties for the conversion of $65,391 of debt at $9.978 per share. The Company recorded $41,665 of loss resulting from the stock issuance. 1,034,343 shares were issued to a related party for the conversion of $1,551,514 of debt under the terms of a convertible promissory note. The note converted at $1.50 per share. 900,000 shares were issued to a related party under the terms governing the shares of Series A-1 Convertible Preferred Stock. In addition, as a result of the conversion of the Series A-1 Convertible Preferred Stock we owed accrued dividends totaling $107,880, which we could pay in cash or in shares of our common stock based on the price of common stock on the applicable dividend dates. Our management and Board of Directors elected to pay the accrued dividends in shares of common stock. Based on the price of the common stock on the applicable dividend dates, we owed 14,390 shares of common stock in full satisfaction of the accrued dividends. As of December 31, 2020, 14,390 shares were recorded in common stock subscriptions payable and were issued on January 6, 2021. The Company’s common stock transactions for the year ended December 31, 2021 consists of the following: The Company issued 14,390 shares of its common stock to SOBR Safe, LLC, an entity controlled by a beneficial owner of the Company, in full satisfaction of $107,880 of accrued dividends resulting from the December 2020 conversion of the Series A-1 Convertible Preferred Stock into common shares, (see Note 13). The Company issued 5,334 shares of its common stock valued at $49,600 to its landlord under the terms of a lease agreement expiring in February 2022. The amount has been recorded as prepaid expense and amortized monthly over the lease term as general and administrative expense in the consolidated statement of operations. The Company issued 34,806 shares of its common stock valued at $145,805 previously recorded in stock subscriptions payable for contracted consulting services. The Company issued 58,980 shares of its common stock to IDTEC at the stock warrant exercise price of $1.50 per share. The Company issued 24,368 shares of its common stock at the stock options exercise price of $0.79026 per share. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
PREFERRED STOCK | |
Preferred Stock | NOTE 13. PREFERRED STOCK On November 20, 2015, the Company’s Board of Directors authorized a class of stock designated as preferred stock with a par value of $0.00001 per share comprising 25,000,000 shares, 3,000,000 shares of which were classified as Series A Convertible Preferred Stock. In each calendar year, the holders of the Series A Convertible Preferred Stock are entitled to receive, when, as and if, declared by the Board of Directors, out of any funds and assets of the Company legally available, non-cumulative dividends, in an amount equal to any dividends or other Distribution on the common stock in such calendar year (other than a Common Stock Dividend). No dividends (other than a Common Stock Dividend) shall be paid and no distribution shall be made with respect to the common stock unless dividends shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred Stock simultaneously. Dividends on the Series A Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series A Convertible Preferred Stock by reason of the fact that the Company shall fail to declare or pay dividends on the Series A Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Company paying a dividend or making a distribution on the common stock in violation of the terms. The holders of each share of Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of common stock, and equal in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of any other series of preferred stock that have liquidation preference, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. A reorganization, or any other consolidation or merger of the Company with or into any other corporation, or any other sale of all or substantially all of the assets of the Company, shall not be deemed a liquidation, dissolution, or winding up of the Company. Shares of the Series A Convertible Preferred Stock are convertible at a 35% discount rate to the average closing price per share of the Company’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last 15 trading days immediately prior to conversion. However, no conversions of the Series A Convertible Preferred Stock to shares of common stock can occur unless the average closing price per share of the Corporation’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last 15 trading days immediately prior to conversion is at least $5.01. The shares of Series A Convertible Preferred Stock vote on a one for one basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred Stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of the Company’s common stock after giving effect to such conversion. In accordance with the August 8, 2019 Investment Agreement with FCV, on December 9, 2019, the Company’s Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. During 2020, the authorized shares were increased to 2,700,000 shares. The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $3 On December 9, 2019, the Company’s Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. During 2020, the authorized shares were increased to 2,700,000 shares. The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $3 On December 12, 2019, the Company entered into a Series A-1 Preferred Stock Purchase Agreement (the “SPA”) with SOBR SAFE, LLC (“SOBR SAFE”), a Delaware limited liability company and an entity controlled by a beneficial owner of the Company, under which SOBR SAFE agreed to acquire 333,333 shares of our Series A-1 Convertible Preferred Stock in exchange for $1,000,000 (the “Purchase Price”). The Company received the Purchase Price on December 12, 2019. On May 7, 2020, the Company amended a Convertible Preferred Stock Investment Agreement granting the exclusive right to SOBR SAFE to purchase up to 900,000 shares. On July 2, 2020, the Company executed Amendment No. 2 to the Stock Investment Agreement which provides that the full amount of each dividend due on a dividend payment date, even if not declared, shall be paid to any holder regardless of the date on which the holder acquired the stock. On December 7, 2020, we sent a Notice of Automatic Conversion and Calculation of Dividend Shares to SOBR SAFE notifying them that under the terms governing the shares of Series A-1 Convertible Preferred Stock the 900,000 shares of Series A-1 Convertible Preferred Stock owned by SOBR SAFE automatically converted into 900,000 shares of our common stock. In addition, as a result of the conversion of the Series A-1 Convertible Preferred Stock we owed SOBR SAFE accrued dividends totaling $107,880, which we could pay in cash or in shares of our common stock based on the price of common stock on the applicable dividend dates. Our management and Board of Directors elected to pay SOBR SAFE the accrued dividends in shares of our common stock. |
STOCK SUBSCRIPTIONS PAYABLE
STOCK SUBSCRIPTIONS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
STOCK SUBSCRIPTIONS PAYABLE | |
Stock Subscriptions Payable | NOTE 14. STOCK SUBSCRIPTIONS PAYABLE The Company has no common stock subscriptions payable at December 31, 2021. The Company had stock subscriptions payable of $253,685 payable with 49,196 of its common shares of which $111,024 was payable to related parties with 20,029 of its common shares as of December 31, 2020. These amounts were settled in 2021. |
STOCK WARRANTS STOCK OPTIONS AN
STOCK WARRANTS STOCK OPTIONS AND RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2021 | |
STOCK WARRANTS STOCK OPTIONS AND RESTRICTED STOCK UNITS | |
Stock Warrants Stock Options And Restricted Stock Units | NOTE 15. STOCK WARRANTS, STOCK OPTIONS AND RESTRICTED STOCK UNITS The Company accounts for share-based compensation stock options and restricted stock units, and non-employee stock warrants under ASC 718, whereby costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable, utilizing the Black-Scholes pricing model for stock options and warrants, and the closing price of our common stock on the grant date for restricted stock units. Unless otherwise provided for, the Company covers equity instrument exercises by issuing new shares. Stock Warrants On August 8, 2019, the Company entered into an 8% Series A-1 Convertible Preferred Stock Investment agreement with First Capital Ventures, LLC (“FCV”), an entity controlled by a beneficial owner of the Company. FCV set up a special purpose vehicle (“SPV”) or SOBR SAFE, LLC, an entity controlled by a beneficial owner of the Company, that purchased 1,000,000 of the 8% Series A-1 Convertible Preferred Shares at $1.00 per share on December 12, 2019. Upon purchase, the Company issued the SPV through FCV a three-year warrant to purchase 48,106 shares of the Company’s common stock at an exercise price of $3.118125 per share. The number of warrants outstanding to the SPV through FCV at December 31, 2021 and December 31, 2020 are 48,106 and 48,106, respectively. On May 4, 2020, the Company entered into an agreement with a vendor to provide investor relations services. Under the terms of the agreement, the Company issued warrants to purchase up to 40,000 shares of our common stock at an exercise price of $6.00 per share. The warrants expire five years after the date of issuance. Approximately $220,000 of expense was recognized for the warrants issued for the services provide by the vendor. In 2021, the vendor agreed to forfeit the warrants back to the Company. On June 5, 2020, upon closing of the Transaction, the Company entered into a Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement under which we issued warrants to IDTEC to purchase up to 106,667 shares of our common stock (post-split) at an exercise price of $1.50 per share. The warrants expire five years after the date of issuance, (see Note 3). The number of warrants outstanding at December 31, 2021 and December 31, 2020 are 47,687 and 106,667, respectively. During March, April and May 2021, the Company issued through the Offering convertible notes payable with warrants, (see Note 10), to purchase up to 334,167 shares of our common stock at an exercise price of $9 per share. The warrants expire two years after the date of issuance. On September 28, 2021, the Closing Date, the Company issued through the sale of the Debenture (see Note 9), warrants to purchase up to 406,504 shares of our common stock at an exercise price of $6 per share. The warrants expire five years after the date of issuance. The total outstanding balance of all non-employee stock warrants in the Company is 836,464 and 194,772 at December 31, 2021 and December 31 2020, respectively. There were 740,671 non-employee detached free-standing stock warrants granted during the year ended December 31, 2021 and 146,667 non-employee detached free-standing stock warrants granted during the year ended December 31, 2020. The fair value of these non-employee stock warrants granted during the years ended December 31, 2021 and 2020 totaled $1,939,756 and $915,124, respectively, and were determined using the Black-Scholes option pricing model based on the following assumptions: December 31, 2021 December 31, 2020 Exercise Price $ 9.00-$6.00 $ 1.50-$6.00 Dividend Yield 0 % 0 % Volatility 120%-158 % 153% - 154 % Risk-free Interest Rate 0.14%- 0.98 % 0.19% – 0.29 % Life of Warrants 2-5 Years 5 Years The following table summarizes the changes in the Company’s outstanding warrants during the years ended December 31, 2020 and 2021: Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2019 199,471 $ 0.39912 -3.118125 3.97 Years $ 1.0776 $ 1,276,870 Warrants Granted 146,667 $ 1.50 - 6.00 4.41 Years $ 2.7273 $ 898,000 Warrants Exercised (151,366 ) $ 0.39912 - 0.45897 $ 0.4353 Warrants Expired - Balance at December 31, 2020 194,772 $ 1.50 – 6.00 3.80 Years $ 2.8239 $ 1,173,737 Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2020 194,772 $ 1.50 – 6.00 3.80 Years $ 2.8239 $ 1,173,737 Warrants Granted 740,671 $ 9.00-6.00 3.15 Years $ 7.3500 $ 1,152,852 Warrants Exercised (58,979 ) $ 1.50 $ 1.5000 Warrants Expired/Forfeited (40,000 ) $ 6.00 $ 6.0000 Balance at December 31, 2021 836,464 $ 1.50 – 9.00 3.04 Years $ 6.7800 $ 1,784,838 Share-Based Compensation On October 24, 2019, the Company’s 2019 Equity Incentive Plan (the “Plan”) RSUs”) The Company generally recognizes share-based compensation expense on the grant date and over the period of vesting or period that services will be provided. Stock Options As of December 31, 2021 and December 31, 2020, the Company has granted Plan stock options to acquire 1,036,587 and 840,641 shares of common stock, respectively. As of December 31, 2021, the Plan has 618,840 vested shares and 417,747 non-vested shares. As of December 31, 2020, the Plan had 400,723 vested shares and 439,918 non-vested shares. The stock options are held by our officers, directors, employees, and certain key consultants. During 2021, under the Plan, the Company granted stock options to acquire 386,667 shares of its common stock at exercise prices ranging from $8.31 to $10.74. The weighted average fair value of the options granted was approximately $3,074,000. The stock options vest monthly and quarterly over 6 months to 3-year terms. A total of 42,227 stock options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued as December 31, 2021. For the years ended December 31, 2021 and 2020, the Company recorded in general and administrative expense $723,261 and $239,478, respectively, of share-based compensation related to the stock options. The unrecognized compensation expense as of December 31, 2021 was approximately $2,200,000 for non-vested share-based awards to be recognized over periods of approximately five months to three years. In applying the Black-Scholes options pricing model, assumptions used to compute the fair value of the stock options granted during the year ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Exercise Price $ 8.31-10.74 $ 4.9350-9.90 Dividend Yield 0 % 0 % Expected Volatility 138%-198 % 162%-181 % Risk-free Interest Rate 0.10%-0.79 % 0.19%-0.43 % Expected Life 2.7- 6.2 years 1-2.7 years The following table summarizes the changes in the Company’s outstanding stock options during the years ended December 31, 2020 and 2021: Options Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2019 793,747 $ 0.7902 – 3.1170 9.00 Years $ 0.8283 $ 5,238,080 Granted 23,965 $ 4.95-9.90 2.39 Years $ 6.4500 $ 57,815 Exercised (15,302 ) $ 3.117 Cancelled/Expired/Forfeited - - Balance at December 31, 2020 802,409 $ 0.792 – 9.90 7.86 Years $ 1.0077 $ 6,292,844 Options Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2020 802,409 $ 0.792 – 9.90 7.86 Years $ 1.0077 $ 6,292,844 Granted 386,667 $ 8.31 – 10.74 3.87 Years $ 9.6900 $ (301,815 ) Exercised (24,369 ) $ 0.79 $ 0.7902 Cancelled/Expired/Forfeited (111,351 ) $ 0.7902-9.87 $ 8.5800 Balance at December 31, 2021 1,053,356 $ 0.7903 – 10.74 6.21 Years $ 3.3900 $ 5,804,517 Exercisable at December 31, 2020 417,491 $ 0.7902 – 9.90 7.4 Years $ 0.9495 $ 3,299,006 Exercisable at December 31, 2021 635,609 $ 0.7903 – 10.74 6.7 Years $ 1.5861 $ 4,655,089 Restricted Stock Units The Plan provides for the grant of RSUs. RSUs are settled in shares of the Company’s common stock as the RSUs become vested. On January 12, 2022, 16,667 shares of the Company’s common stock was issued for the RSUs vested during 2021. In October and November 2020, the Company granted 55,000 service-based RSUs to a director vesting the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. In November 2020, the Company granted 16,667 performance based RSUs to a consultant vesting over a period of one year. In May 2021, the Company granted 3,333 service based RSUs to an executive officer. In September 2021, the Company granted 41,919 service based RSUs to executive officers and 50,000 service based RSUs to its legal counsel. In October 2021, the Company granted 16,667 service based RSUs to an executive officer. All RSUs granted in 2021 vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up list of the Company to a national exchange or January 1, 2023. The following table summarizes RSU activity under the Plan for the years ended December 31, 2020 and 2021: RSUs Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period Unvested at December 31, 2019 - $ - - Granted 71,667 $ 8.76 1.69 Years Unvested at December 31, 2020 71,667 $ 8.76 1.54 Years Granted 78,585 $ 8.52 1.35 Years Vested (16,667 ) $ 8.97 Unvested at December 31, 2021 133,585 $ 8.58 1.00 Years For the years ended December 31, 2021 and 2020, the Company recorded in stock-based compensation expense $364,057 and none, respectively, of RSU based compensation. The fair value of RSUs granted during the years ended December 31, 2021 and 2020 was $669,750 and $626,800, respectively. As of December 31, 2021, total estimated compensation costs of RSUs granted and outstanding but not yet vested was $932,493 which is expected to be recognized over 1 year. Executive Officers Stock Options and RSUs The Company has 832,482 outstanding executive officers stock options exercisable at $0.79023 to $10.14 per share with a weighted average remaining contractual life of 6.9 years as of December 31, 2021 and 689,517 outstanding executive stock options exercisable at $0.79023 per share with a weighted average remaining contractual life of 8.7 years as of December 31, 2020. The Company has 61,919 unvested RSUs granted to executive officers with a remaining weighted average vesting period of 1 year as of December 31, 2021. There were no unvested RSUs granted to executive officers as of December 31, 2020. On October 25, 2019, the Company granted Charles Bennington, one of the Company’s former executive officers, options to acquire 8,018 shares of the Company’s common stock under the Plan. The stock options have an exercise price of $0.7905 and vest quarterly over a one-year period commencing January 1, 2020. The stock options have a five-year term. A total of 8,018 vested options were exercised in 2021 and shares have been issued as of December 31, 2021. On October 25, 2019, the Company granted Nick Noceti, the Company’s former Chief Financial Officer, options to acquire 8,018 shares of the Company’s common stock under the Plan. The stock options have an exercise price of $0.7905 and vest quarterly over a two-year period commencing January 1, 2020. The stock options have a five-year term. On termination of services in June of 2020 the vesting period ceased and the period to exercise the vested options expired in 2021 without the vested options being exercised. The options to acquire 8,018 shares were forfeited and cancelled in 2021. On October 25, 2019, the Company entered into an Employment Agreement with Kevin Moore to serve as the Company’s Chief Executive Officer which was amended when he resigned from that position in October 2021. Under the terms of the agreement, the Company granted Kevin Moore stock options under the Plan to acquire 352,776 shares of its common stock at an exercise price of $0.7905. The stock options vest in 36 equal monthly installments of 9,799 shares during the term of his Employment Agreement. A total of 254,783 and 137,191 stock options were vested as of December 31, 2021 and December 31, 2020, respectively. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021 or December 31, 2020. In September 2021, 20,959 RSUs were granted under the Plan for executive services bonus. The RSUs per share weighted average fair value at grant date was $8.85 with a weighted average vesting period of 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. On October 25, 2019, the Company entered into an Employment Agreement with David Gandini to serve as the Company’s Chief Revenue Officer and subsequently as the Company’s Chief Executive Office effective October 2021. Under the terms of the agreement, the Company granted David Gandini stock options under its 2019 Equity Compensation Plan to acquire 240,529 shares of its common stock at an exercise price of $0.7905. The stock options vest in 36 equal monthly installments of 6,681 shares during the three-year term of his Employment Agreement. David Gandini was also granted an aggregate of 80,176 additional option shares (the “Pre-Vesting Option Shares”) to vest as follows: (i) 66,813 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019 to vest on November 1, 2019; and (ii) the remaining 13,363 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten-year term. A total of 253,892 and 173,715 stock options were vested as of December 31, 2021 and December 31, 2020, respectively. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021 or December 31, 2020. In September 2021, 20,959 RSUs were granted under the Plan for executive services bonus. The RSUs per share weighted average fair value at grant date was $8.85 with a weighted average vesting period of 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. On August 17, 2021, the Company entered into an Employment Agreement with Scott Bennett to serve as the Company’s Executive Vice President of Business Operations beginning on October 18, 2021. Under the terms of the agreement, the Company granted Scott Bennett under the Plan stock options to acquire 33,333 shares of our common stock at an exercise price of $9.21 per share and 16,667 RSUs. The stock options vest in equal quarterly installments over a two-year period during the term of his Employment Agreement. The RSUs per share weighted average fair value at grant date was $8.40. Prior to his hiring as an executive officer, under a prior employment agreement with the Company he was granted in May 2021 under the Plan stock options to acquire 33,333 shares of our common stock at an exercise price of $10.14 and 3,333 RSUs pursuant to a prior consulting arrangement with the Company. The stock options vest in equal monthly installments over a three-year period. The RSUs per share weighted average fair value at grant date was $10.14. A total of 12,500 stock options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021. The RSUs weighted average vesting period is 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. On October 18, 2021, the Company entered into an Employment Agreement with Michael Watson to serve as the Company’s Executive Vice President of Sales and Marketing and Revenue Officer. Under the terms of the agreement, the Company granted Michael Watson under the Plan stock options to acquire 83,333 shares of our common stock at an exercise price of $9.21 per share. The stock options vest in equal quarterly installments over a two-year period during the term of his Employment Agreement. A total of 10,417 stock options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments And Contingencies | NOTE 16. COMMITMENTS AND CONTINGENCIES Operating Leases On October 15, 2019, the Company entered into a short-term lease agreement that is between $2,800 - $2,900 per month and ended on October 31, 2020. The lease was renewed for another twelve months under the same general terms and conditions. The lease was subsequently canceled to accommodate additional space, and a new lease was executed February 26, 2021, effective for a 12-month term beginning March 1, 2021. The lease requires monthly base rent payments of $6,000 and the issuance of 5,333 shares of the Company’s common stock. The value of the common stock of $49,600 is amortized to rent expense on a monthly basis over the lease term. The Company also leases office space for approximately $5,000 per month on a short-term (month to month) basis through a related party that terminates at any time. Rent expense under office leases, including CAM charges, was $158,096 and $63,978 for the years ended December 31, 2021 and 2020, respectively. Legal Proceedings On December 6, 2006, Orange County Valet and Security Patrol, Inc. filed a lawsuit against us in Orange County California State Superior Court for Breach of Contract in the amount of $11,164. A default judgment was taken against us in this matter. In mid-2013, we learned the Plaintiff’s perfected the judgment against us, but we have not heard from the Plaintiffs as of December 2021. As of December 31, 2021, the Company has accrued $11,164 plus accrued interest of approximately $18,000. In the event we pay any money related to this lawsuit, IDTEC agreed, in connection with us closing the asset purchase transaction with IDTEC, to pay the amount for us in exchange for shares of our common stock. We had one outstanding judgment against us involving a past employee of the Company. The matter was under the purview of the State of California, Franchise Tax Board, Industrial Health and Safety Collections. We owed $28,786 plus accrued interest of approximately $53,000, which had been accrued as of December 31, 2020, to our ex-employee for unpaid wages under these Orders. On March 8, 2021, we received an Acknowledgement of Satisfaction of Judgement-Full by the California Court that the judgement has been settled with a payment of approximately $85,000 including accrued interest through settlement date and legal fees of approximately $3,000. IDTEC agreed, in connection with us closing the asset purchase transaction with IDTEC, to pay the amounts for us in exchange for shares of our common stock. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Income Taxes | NOTE 17. INCOME TAXES Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. For the years ended December 31, 2021 and 2020, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and has net operating loss carry-forwards of approximately $18,300,000 that will be carried forward and can be used through the year 2040 and beyond to offset future taxable income. In the future, the cumulative net operating loss carry forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between financial and tax reporting. At December 31, 2021 and 2020, the Company has net operating loss carry forwards of approximately $18,300,000 and $13,300,000, respectively, that may be offset against future taxable income, if any. These carry-forwards are subject to review by the Internal Revenue Service. As of December 31, 2021 and 2020, the deferred tax asset of approximately $4,129,000 and $2,830,000, respectively, created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The change in the valuation allowance in 2021 and 2020 was approximately $1,299,000 and $998,000, respectively. There is no current or deferred tax expense for the years ended December 31, 2021 and 2020. The Company has not filed its tax returns for the years ended 2012 through 2021; however, management believes there are no taxes due as of December 31, 2021 and 2020. The Company includes interest and penalties arising from the underpayment of income taxes in general and administrative expense in the consolidated statements of operations. The provision for Federal income tax consists of the following for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Income tax benefit attributable to: Net loss $ (7,870,378 ) $ (29,982,222 ) Permanent differences 2,924,431 1,830,697 Valuation allowance 4,945,947 28,151,525 Net provision for income tax $ - $ - The cumulative tax effect at the expected federal tax rate of 21% of significant items comprising our net deferred tax amount is as follows on December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carry forward $ 3,212,000 $ 2,163,000 Valuation allowance ( 3,212,000 ) (2,163,000 ) Net deferred tax asset $ - $ - The cumulative tax effect at the expected state tax rate of 5% of significant items comprising our net deferred tax amount is as follows on December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carry forward $ 917,000 $ 667,000 Valuation allowance ( 917,000 ) (667,000 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $18,300,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be further limited to use in future years. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The United States Federal tax return years 2012 – 2021 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
Subsequent Events | NOTE 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through March 11, 2022, which is the date the consolidated financial statements were available to be issued. Effective January 1, 2022, the Company entered into an Executive Employment Agreement with Jerry Wenzel to serve as our Chief Financial Officer. Under the terms of his Employment Agreement, Mr. Wenzel will perform services that are customary and usual for a chief financial officer, in exchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,333 shares during the two-year term of the Employment Agreement, with a ten year term, and (iii) 16,667 RSUs under our 2019 Equity Incentive Plan, which vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. On January 7, 2022, our stockholders approved an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding common stock at a ratio between of 1-for-2 and 1-for-3 in connection with our planned listing on Nasdaq. On March 4, 2022 the Board of Directors approved the reverse split ratio of 1-for-3 with the anticipated effective date of the reverse split on or about March 28, 2022 (see Note 19), Also on January 7, 2022, our stockholders also approved an amendment to our 2019 Equity Incentive Plan to increase the shares authorized to be issued under the Plan from 1,282,823 shares to 1,733,333 shares. On January 12, 2022 the Company issued 16,667 shares of its common stock for RSUs vested (see Note 15) during 2021. On January 18 and 21, 2022 the Company entered into consulting agreements to provide strategic advisory and digital marketing services. In addition to the cash payment requirements for services provided, the agreements include the issuance of 175,000 and 98,000 shares of common stock, respectively, on a post reverse split basis within 15 days of our stock being listed on Nasdaq. On March 1, 2022 the Board of Directors approved the designation of 3,000,000 shares of the Company’s Preferred Stock as “Series B Convertible Preferred Stock”. The Series B Convertible Preferred Stock shares are to be issued in exchange for 333,333 shares of the Company’s common stock held by the Company’s CEO David Gandini and 666,667 shares of the Company’s common stock held by IDTEC SPV, LLC, an entity controlled by a beneficial owner of the Company. The Company entered into the Share Exchange Agreements to provide certain changes to its capital structure in connection with the planned underwriting offering and potential listing on Nasdaq. The rights and preferences of the Series B Convertible Preferred Stock are as follows: (a) dividends shall not be mandatory or cumulative, (b) liquidation preference over the Company’s common stock, (c) each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder, beginning on the date that is six months from the date the Holder acquired the shares of Series B Convertible Preferred Stock, and without the payment of additional consideration by the holder , into one share of common stock, (d) no redemption rights by the Company, (e) no call rights by the Company, and (f) each share of Series B Convertible Preferred Stock will vote on an “as converted” basis. On March 3, 2022 the Company authorized the issuance of 7,917 shares of common stock under the terms of a $47,500 convertible note payable (see Note 10) issued March 6, 2020 with interest at 5%, due March 6, 2022 and convertible at $6 per share. |
REVERSE STOCK SPLIT
REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2021 | |
REVERSE STOCK SPLIT | |
Reverse Stock Split | NOTE 19. REVERSE STOCK SPLIT The 1-for-3 reverse stock split (see note 18) went effective with the State of Delaware, FINRA and OTC Markets on April 28, 2022. All share and per share amounts have been adjusted in these consolidated financial statements to reflect the effect of the reverse stock split. |
ORGANIZATION OPERATIONS AND SUM
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Debt Issuance Costs | Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method. The unamortized amount is presented as a reduction of debt on the balance sheet. |
Preferred Stock | We apply the guidance enumerated in ASC 480, Distinguishing Liabilities from Equity, |
Minority Interest (noncontrolling Interest) | A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 2021 and December 31, 2020. The Company accounts for these minority, or noncontrolling interests, pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. |
Impairment Of Long-lived Assets | Long-lived assets and identifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured using the asset’s fair value. The Company recognized an impairment loss of none and $25,320,555 during the years ended December 31, 2021 and 2020, respectively. |
Stock-based Compensation | The Company follows the guidance of the accounting provisions of ASC 718, Share-based Compensation |
Research And Development | The Company accounts for its research and development costs pursuant to ASC 730, whereby it requires the Company to disclose the amounts of costs for company and customer-sponsored research and development activities, if material. Research and development costs are expensed as incurred. The Company incurred research and development costs as it acquired new knowledge to bring about significant improvements in the functionality and design of its SOBR products. Research and development costs were $1,198,780 and $633,050 during the years ended December 31, 2021 and December 31, 2020, respectively. |
Advertising And Marketing Costs | Advertising and marketing costs are charged to operations as incurred. Advertising and marketing costs were $104,738 and $96,637 during the years ended December 31, 2021 and December 31, 2020, respectively. |
Income Tax | The Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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 changes in tax laws and rates on the date of enactment. The Company has a deferred tax asset of approximately $4,129,000 and $2,830,000 that is offset by a 100% valuation allowance at December 31, 2021 and December 31, 2020, respectively. Therefore, the Company has not recorded any deferred tax assets or liabilities at December 31, 2021 and December 31, 2020. |
Net Loss Per Share | Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share gives the effect to all dilutive potential common shares outstanding during the period, including stock options, warrants and convertible instruments. Diluted net loss per share excludes all potentially issuable shares if their effect is anti-dilutive. Because the effect of the Company’s dilutive securities is anti-dilutive, diluted net loss per share is the same as basic loss per share for the periods presented. |
Concentration Of Risk | Credit Risk – Concentration of Suppliers |
Related Parties | Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
Recent Issued Accounting Guidance | In December 2019, 2019 12, Income Taxes (Topic 740 ): Simplifying the Accounting for Income Taxes ASU 2019 -12 2019 12 740 In August 2020, 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 December 15, 2021, The Company has reviewed other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements will be expected to cause a material impact on its financial condition or the results of operations. |
Correction Of Error | While preparing financial statements for periods in 2021, the Company discovered an error in the statement of operations for the year ended December 31, 2020. The error related to the presentation of the loss on disposal of property and equipment and asset impairment adjustment in accordance with ASC 360-10-45. Loss on disposal of property and equipment and asset impairment adjustment of $39,434 and $25,320,555, respectively, were presented as other income/expense-net, instead of as operating expenses. As a result, loss from operations for the year ended December 31, 2020, was understated by $25,359,989 and other income/expenses-net was overstated by the same amount. The errors had no effect on the net loss or net loss per share for the year ended December 31, 2020. As a result of this correction, the statement of operations for the year ended December 31, 2020 in the accompanying financial statements has been retroactively restated. |
Basis Of Presentation | The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the presentation of annual financial information. In management’s opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2021 and December 31, 2020, and results of operations and cash flows for the years ended December 31, 2021 and December 31, 2020. |
Principles Of Consolidation | The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. |
Use Of Estimates | The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Specifically, such estimates were made by the Company for the valuation of the derivative liabilities, beneficial conversion feature expenses and intellectual technology. Actual results could differ from those estimates. |
Financial Instruments | Pursuant to Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures Financial Instruments Level Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, accrued interest payable, related party payables, notes payable, convertible debentures, and other liabilities. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2021 and December 31, 2020: December 31, 2021 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 1,040,000 December 31, 2020 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - |
Cash | The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
Inventory | Inventory is valued at the lower of cost or net realizable value. The cost of substantially all the Company’s inventory is determined by the FIFO cost method. Inventory is comprised primarily of finished products intended for sale to customers. The Company evaluates the need for reserves for excess or obsolete inventory determined primarily based upon estimates of future demand for the Company’s products. At December 31, 2021 the Company had no reserves for obsolescence. |
Prepaid Expenses | Amounts incurred in advance of contractual performance or coverage periods are recorded as prepaid assets and recognized as expense in the period service or coverage is provided. |
Beneficial Conversion Features | From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Derivative Instruments | The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations under other income (expense). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a Monte Carlo Simulation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
ORGANIZATION OPERATIONS AND S_2
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Schedule Of Assets And Liabilities | December 31, 2021 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 1,040,000 December 31, 2020 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - |
ASSET PURCHASE (Tables)
ASSET PURCHASE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ASSET PURCHASE | |
Summary Of Closing Transactions | Property and equipment $ 47,725 Intangible assets 29,175,230 Total assets $ 29,222,955 Net purchase (fair value of stock issued, warrants and notes payable) $ 29,222,955 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES | |
Schedule Of Prepaid Expenses | December 31, 2021 December 31, 2020 Insurance $ 4,286 $ 3,370 Consulting services - 111,860 Rent 8,267 - Prepaid expenses $ 12,553 $ 115,230 |
PROPERTY AND EQUIPMENT (Table)
PROPERTY AND EQUIPMENT (Table) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT (Table) | |
Summary Of Property Plant And Equipment | December 31, 2020 Robotics and testing equipment $ 46,200 Office furniture and equipment 1,525 47,725 Accumulated depreciation (7,340 ) Net property and equipment disposed (40,385 ) Property and equipment, net $ 0 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS | |
Summary Of Intangible Assets | Gross Carrying Accumulated Net Intangible Amortization Period Amount Amortization Asset (in years) SOBR Safe Intellectual Technology $ 3,854,675 $ 610,318 $ 3,244,357 10 Gross Carrying Accumulated Net Intangible Amortization Period Amount Amortization Asset (in years) SOBR Safe Intellectual Technology $ 3,854,675 $ 224,854 $ 3,629,821 10 |
Schedule Of Estimated Future Amortization Expense | 2022 2023 2024 2025 2026 Thereafter $ 385,467 $ 385,467 $ 385,467 $ 385,467 $ 385,467 $ 1,317,022 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Schedule Of Accrued Expenses | December 31, 2021 December 31, 2020 Registration rights damages (see Note 9) $ 189,663 $ - Consulting services 163,647 163,647 Taxes and other 110,590 149,388 Accrued expenses $ 463,900 $ 313,035 |
CONVERTIBLE DEBENTURE PAYABLE (
CONVERTIBLE DEBENTURE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule Of Debenture Payable | December 31, 2021 December 31, 2020 Convertible Debenture Payable with Detached Free-standing Warrant $ 3,048,781 $ - Unamortized Debt Discount (1,291,882 ) - Net Convertible Debenture Payable $ 1,756,899 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NOTES PAYABLE | |
Schedule Of Notes Payables - Related Parties | December 31, 2021 December 31, 2020 Convertible Notes Payable with Detached Free-standing Warrants $ 1,000,000 $ - Conventional Non-Convertible Notes Payable 11,810 11,810 Unamortized Debt Discount (645,547 ) - Net Related Party Notes Payable $ 366,263 $ 11,810 Current Portion (11,810 ) (11,810 ) Net Long-Term Portion $ 354,453 $ - |
Schedule Of Notes Payables - Non Related Parties | December 31, 2021 December 31, 2020 Convertible Notes Payable with Detached Free-standing Warrants $ 1,005,000 $ - Convertible Notes Payable 56,683 56,683 Conventional Non-Convertible Notes Payable 42,500 42,500 Notes Payable with Detached Free-standing Warrants 5,000 5,000 Unamortized Debt Discount (648,580 ) - Net Non-Related Party Notes Payable $ 460,603 $ 104,183 Current Portion (104,183 ) (79,183 ) Net Long-Term Portion $ 356,420 $ 25,000 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DERIVATIVE LIABILITY | |
Schedule Of Activity Of Derivative Liability | Balance at December 31, 2019 $ 60,650 Fair value adjustments (including settlements) (60,650 ) Balance at December 31, 2020 $ - Balance at December 31, 2020 $ - Fair value of derivatives issued 980,000 Fair value adjustments 60,000 Balance at December 31, 2021 $ 1,040,000 |
STOCK WARRANTS AND STOCK OPTION
STOCK WARRANTS AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCK WARRANTS AND STOCK OPTIONS (Tables) | |
Schedule Of Fair Value Of Non-employee Stock/warrants | December 31, 2021 December 31, 2020 Exercise Price $ 9.00-$6.00 $ 1.50-$6.00 Dividend Yield 0 % 0 % Volatility 120%-158 % 153% - 154 % Risk-free Interest Rate 0.14%- 0.98 % 0.19% – 0.29 % Life of Warrants 2-5 Years 5 Years Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2019 199,471 $ 0.39912 -3.118125 3.97 Years $ 1.0776 $ 1,276,870 Warrants Granted 146,667 $ 1.50 - 6.00 4.41 Years $ 2.7273 $ 898,000 Warrants Exercised (151,366 ) $ 0.39912 - 0.45897 $ 0.4353 Warrants Expired - Balance at December 31, 2020 194,772 $ 1.50 – 6.00 3.80 Years $ 2.8239 $ 1,173,737 Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2020 194,772 $ 1.50 – 6.00 3.80 Years $ 2.8239 $ 1,173,737 Warrants Granted 740,671 $ 9.00-6.00 3.15 Years $ 7.3500 $ 1,152,852 Warrants Exercised (58,979 ) $ 1.50 $ 1.5000 Warrants Expired/Forfeited (40,000 ) $ 6.00 $ 6.0000 Balance at December 31, 2021 836,464 $ 1.50 – 9.00 3.04 Years $ 6.7800 $ 1,784,838 |
Schedule Of Fair Value Of Stock Options | December 31, 2021 December 31, 2020 Exercise Price $ 8.31-10.74 $ 4.9350-9.90 Dividend Yield 0 % 0 % Expected Volatility 138%-198 % 162%-181 % Risk-free Interest Rate 0.10%-0.79 % 0.19%-0.43 % Expected Life 2.7- 6.2 years 1-2.7 years |
Schedule Of Outstanding Options | Options Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2019 793,747 $ 0.7902 – 3.1170 9.00 Years $ 0.8283 $ 5,238,080 Granted 23,965 $ 4.95-9.90 2.39 Years $ 6.4500 $ 57,815 Exercised (15,302 ) $ 3.117 Cancelled/Expired/Forfeited - - Balance at December 31, 2020 802,409 $ 0.792 – 9.90 7.86 Years $ 1.0077 $ 6,292,844 Options Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2020 802,409 $ 0.792 – 9.90 7.86 Years $ 1.0077 $ 6,292,844 Granted 386,667 $ 8.31 – 10.74 3.87 Years $ 9.6900 $ (301,815 ) Exercised (24,369 ) $ 0.79 $ 0.7902 Cancelled/Expired/Forfeited (111,351 ) $ 0.7902-9.87 $ 8.5800 Balance at December 31, 2021 1,053,356 $ 0.7903 – 10.74 6.21 Years $ 3.3900 $ 5,804,517 Exercisable at December 31, 2020 417,491 $ 0.7902 – 9.90 7.4 Years $ 0.9495 $ 3,299,006 Exercisable at December 31, 2021 635,609 $ 0.7903 – 10.74 6.7 Years $ 1.5861 $ 4,655,089 |
Restricted Stock Units | RSUs Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period Unvested at December 31, 2019 - $ - - Granted 71,667 $ 8.76 1.69 Years Unvested at December 31, 2020 71,667 $ 8.76 1.54 Years Granted 78,585 $ 8.52 1.35 Years Vested (16,667 ) $ 8.97 Unvested at December 31, 2021 133,585 $ 8.58 1.00 Years |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES (Tables) | |
Schedule Of Provision For Income Tax | December 31, 2021 December 31, 2020 Income tax benefit attributable to: Net loss $ (7,870,378 ) $ (29,982,222 ) Permanent differences 2,924,431 1,830,697 Valuation allowance 4,945,947 28,151,525 Net provision for income tax $ - $ - |
Schedule Of Deferred Tax Asset | December 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carry forward $ 3,212,000 $ 2,163,000 Valuation allowance ( 3,212,000 ) (2,163,000 ) Net deferred tax asset $ - $ - December 31, 2021 December 31, 2020 Deferred tax asset attributable to: Net operating loss carry forward $ 917,000 $ 667,000 Valuation allowance ( 917,000 ) (667,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION OPERATIONS AND S_3
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Liabilites | $ 1,040,000 | $ 0 |
Level 1 [Member] | ||
Derivative Liabilites | 0 | 0 |
Level 2 [Member] | ||
Derivative Liabilites | 0 | 0 |
Level 3 [Member] | ||
Derivative Liabilites | $ 1,040,000 | $ 0 |
ORGANIZATION OPERATIONS AND S_4
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 21, 2020 | Mar. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research And Development Costs | $ 566,655 | $ 1,198,780 | $ 633,050 | ||
Impairment Loss | 25,320,555 | 25,320,555 | |||
Deferred Tax Asset | 4,129,000 | 2,830,000 | |||
Advertising And Marketing Costs | $ 104,738 | $ 96,637 | |||
Valuation Allowance, Percentage | 100.00% | 100.00% | |||
Ownership Interest, Percentage | 1.38% | 1.38% | 1.38% | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Loss From Operation | $ (5,555,234) | $ (28,269,589) | |||
Annual Meeting of Shareholders [Member] | |||||
Common Stock, Shares Authorized | 100,000,000 | 800,000,000 | 800,000,000 | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Description Of Reverse Stock Split | The effective dates of the above actions were June 5, 2020 and April 20, 2020, respectively, and the actual reverse stock split ratio was 1-for-33.26 | reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-32 and 1-for-35 (with the exact ratio to be determined by the directors in their sole discretion without further approval by the shareholders | |||
Property, Plant and Equipment [Member] | |||||
Loss From Operation | $ (39,434) | $ (25,320,555) | $ (25,359,989) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOING CONCERN | ||
Accumulated Deficit | $ (57,471,492) | $ (49,601,220) |
Gross Proceeds From Offerings | 15,000,000 | |
Net Cash Used In Operating Activities | $ (3,688,302) | $ (2,191,533) |
ASSET PURCHASE (Details)
ASSET PURCHASE (Details) | Jun. 05, 2020USD ($) |
ASSET PURCHASE | |
Property And Equipment | $ 47,725 |
Intangible Assets | 29,175,230 |
Total Assets | 29,222,955 |
Net Purchase (fair Value Of Stock Issued, Warrants And Notes Payable) | $ 29,222,955 |
ASSET PURCHASE (Details Narrati
ASSET PURCHASE (Details Narrative) - USD ($) | Jun. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Mar. 31, 2021 |
Liability Required | $ 125,000 | $ 158,000 | |||
Exercise Price Per Share | $ 1.50 | ||||
Market Price Of Shares | $ 27,120,000 | ||||
Assets Purchase Upon Shares Issued | $ 29,222,955 | $ 1,407,051 | |||
Assets Purchase Upon Shares Issued, Shares | 4,000,000 | ||||
Common Stock Issuable Upon Exercise Of Warrant, Shares | 106,667 | ||||
Asset Impairment Charges Loss | $ 25,320,555 | ||||
Fair Value Of Warrants Issued | $ 695,454 | ||||
Description Of Fair Value Of Assets Evaluation | assets acquired based on market estimates for property and equipment and discounted net cash flow for the SOBR Safe intellectual technology. The present value of the discounted cash flow utilized a 75% discount, which included a 25% risk return premium, over an estimated five-year net revenue stream expected to be derived from the technology acquired | ||||
Convertible Notes Payable | $ 125,000 | $ 75,000 | $ 91,667 | ||
IDTEC [Member] | Asset Purchase Agreement [Member] | |||||
Convertible Notes Payable | $ 1,485,189 | ||||
Common Stock, Shares Issued Upon Assets Purchase | 4,000,000 | 4,000,000 | 4,000,000 | ||
Shares Outstanding On Stock Split | 2,666,667 | ||||
Reduction In Authorized Common Stock | 100,000,000 | ||||
Convertible Notes, Conversion Price | $ 1.50 | ||||
Interest Rate | 10.00% |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ASSET PURCHASE | ||
Insurance | $ 4,286 | $ 3,370 |
Consulting Services | 0 | 111,860 |
Rent | 8,267 | 0 |
Prepaid Expenses | $ 12,553 | $ 115,230 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Based Compensation Expense | $ 110,000 | $ 33,000 |
Rent | 158,096 | $ 63,978 |
Lease Agreement [Member] | ||
Prepaid Expenses With Common Shares | $ 49,600 | |
Common Stock Issued | 29,167 | |
Additional Common Stock Issued | 5,333 | |
Common Stock Value | $ 142,714 | |
Rent | $ 6,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2021USD ($) |
Net Property And Equipment Disposed | $ (40,385) |
Property And Equipment, Gross | 47,725 |
Accumulated Depreciation | (7,340) |
Property And Equipment, Net | 0 |
Robotics and testing equipment [Member] | |
Property And Equipment, Gross | 46,200 |
Office furniture and equipment [Member] | |
Property And Equipment, Gross | $ 1,525 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation | $ 7,340 | $ 7,340 |
Property, Plant and Equipment [Member] | ||
Estimated Useful Life | 3 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net | $ 3,244,357 | $ 3,629,821 |
Intellectual Technology [Member] | ||
Amortization Period | 10 years | 10 years |
Intangible Assets, Gross | $ 3,854,675 | $ 3,854,675 |
Accumulated Amortization | 610,318 | 224,854 |
Intangible Assets, Net | $ 3,244,357 | $ 3,629,821 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Dec. 31, 2021USD ($) |
INTANGIBLE ASSETS | |
2022 | $ 385,467 |
2023 | 385,467 |
2024 | 385,467 |
2025 | 385,467 |
2026 | 385,467 |
Thereafter | $ 1,317,022 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INTANGIBLE ASSETS | ||
Amortization And Depreciation Expense | $ 385,464 | $ 224,854 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 07, 2020 | Jun. 05, 2020 | May 04, 2020 | Apr. 07, 2020 | Apr. 06, 2020 | Jan. 03, 2020 | Jul. 02, 2015 | May 31, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 23, 2020 | Jan. 30, 2020 | Jan. 16, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 12, 2021 | Mar. 08, 2017 | Jul. 01, 2015 | Dec. 06, 2006 |
Exercise Prices | $ 112,871 | |||||||||||||||||||||
Warrants Purchased | 106,667 | 250,000 | ||||||||||||||||||||
Convertible Notes Payable | $ 125,000 | $ 75,000 | $ 91,667 | |||||||||||||||||||
Debt Conversion Rate | $ 4.9 | $ 3.326 | $ 9 | $ 9 | $ 9.978 | $ 9.978 | ||||||||||||||||
Debt Amount After Debt Forgiveness | $ 31,662 | |||||||||||||||||||||
Issuance Of Convertible Notes Payable | 350,000 | |||||||||||||||||||||
Indirect Interest Amount Recieved | $ 50,000 | $ 200,000 | ||||||||||||||||||||
Acquired Shares | 323,200 | |||||||||||||||||||||
Common Stock, Shares Issued | 26,335,665 | 25,981,203 | 25,922,034 | 26,335,665 | 25,922,034 | |||||||||||||||||
Gain On Related Party Debt Conversion | $ 42,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ (224,166) | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 45,268 | |||||||||||||||||||||
Accrued Interest | $ 463,900 | $ 306,071 | $ 313,035 | $ 463,900 | $ 313,035 | $ 38,199 | $ 18,000 | |||||||||||||||
Debt Amount | 74,672 | |||||||||||||||||||||
Warrants Exercise Price | $ 1.50 | |||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||
Convertible Notes Payable | 400,000 | |||||||||||||||||||||
IDTEC [Member] | ||||||||||||||||||||||
Warrants Purchased | 320,000 | 106,667 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 12,000,000 | |||||||||||||||||||||
Settelment Of Outstanding Amount | $ 88,469 | |||||||||||||||||||||
Warrants Exercise Price | $ 0.50 | $ 1.50 | ||||||||||||||||||||
Settlement Of Outstanding Judgement | $ 88,470 | |||||||||||||||||||||
Common Stock Issue For Settlement | 58,980 | |||||||||||||||||||||
Lanphere Law Group [Member] | December 3 2014 [Member] | ||||||||||||||||||||||
Accrued Interest | 38,199 | |||||||||||||||||||||
Debt Amount | $ 74,672 | |||||||||||||||||||||
Lanphere Law Group [Member] | Stock Purchase Plan One [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 3.326 | |||||||||||||||||||||
Common Stock, Shares Issued | 91,233 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 108,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 3,173 | |||||||||||||||||||||
Debt Amount | $ 214,334 | |||||||||||||||||||||
Common Stock Issue For Settlement | 60,132 | |||||||||||||||||||||
Reduction In Related Party Debt | $ 66,000 | |||||||||||||||||||||
Debt Instrument Principal Value, After Forgivness | $ 31,662 | 106,335 | ||||||||||||||||||||
Due Date Notes Payable | Dec. 2, 2015 | |||||||||||||||||||||
Debt Instrument, Forgiveness | $ 108,000 | |||||||||||||||||||||
Acquired Additional Shares Of Common Stock | 151,366 | |||||||||||||||||||||
Purchase Price Of Additional Shares Of Common Stock | $ 66,000 | |||||||||||||||||||||
Conversion Price | $ 0.399 | |||||||||||||||||||||
Common Stock Issued Price Per Share | 0.459 | |||||||||||||||||||||
Lanphere Law Group [Member] | Stock Purchase Plan Two [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 3.326 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 52,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 21,085 | |||||||||||||||||||||
Accrued Interest | $ 40,679 | |||||||||||||||||||||
Reduction In Related Party Debt | 169,606 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 210,285 | |||||||||||||||||||||
Lanphere Law Group [Member] | Stock Purchase Plan Three [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 9.978 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 222,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 71,628 | |||||||||||||||||||||
Reduction In Related Party Debt | $ 714,700 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 714,700 | |||||||||||||||||||||
Vemon Justus [Member] | Stock Purchase Plan One [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 9.978 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 70,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 28,321 | |||||||||||||||||||||
Accrued Interest | $ 102,587 | |||||||||||||||||||||
Reduction In Related Party Debt | 180,001 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 282,588 | |||||||||||||||||||||
Devdatt Mishal [Member] | Stock Purchase Plan One [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 2.74395 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 144,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 166,655 | |||||||||||||||||||||
Accrued Interest | $ 186,341 | |||||||||||||||||||||
Reduction In Related Party Debt | 270,300 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 456,641 | |||||||||||||||||||||
Prakash Gadgil [Member] | Stock Purchase Plan One [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 9.978 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 1,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued, Shares | 195 | |||||||||||||||||||||
Reduction In Related Party Debt | $ 1,950 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 1,950 | |||||||||||||||||||||
Nick Noceti [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 528,879.978 | |||||||||||||||||||||
Common Stock, Shares Issued | 38,437 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 49,000 | |||||||||||||||||||||
Reduction In Related Party Debt | 127,480 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 127,840 | |||||||||||||||||||||
Charles Bennington [Member] | ||||||||||||||||||||||
Debt Conversion Rate | $ 4.23 | |||||||||||||||||||||
Common Stock, Shares Issued | 2,277 | |||||||||||||||||||||
Gain On Related Party Debt Conversion | $ 2,000 | |||||||||||||||||||||
Reduction In Related Party Debt | 9,656 | |||||||||||||||||||||
Purchase Price Of Shares Issued | $ 9,656 | $ 9 | $ 9 | |||||||||||||||||||
David Gandini [Member] | ||||||||||||||||||||||
Working Capital | $ 30,000 | |||||||||||||||||||||
Unseured Note Interest Rate | 0.00% |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES | ||
Registration Rights Damages | $ 189,663 | $ 0 |
Consulting Services | 163,647 | 163,647 |
Taxes And Other | 110,590 | 149,388 |
Accrued Expenses | $ 463,900 | $ 313,035 |
CONVERTIBLE DEBENTURE PAYABLE_2
CONVERTIBLE DEBENTURE PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
RELATED PARTY TRANSACTIONS | ||
Convertible Debenture Payable With Detached Free-standing Warrant | $ 3,048,781 | $ 0 |
Unamortized Debt Discount | (1,291,882) | 0 |
Net Convertible Debenture Payable | $ 1,756,899 | $ 0 |
CONVERTIBLE DEBENTURE PAYABLE_3
CONVERTIBLE DEBENTURE PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
INTANGIBLE ASSETS | |
Warrants Issued To Purchase Common Shares | shares | 406,504 |
Debenture Conversion Description | The Debenture is convertible voluntarily by the Purchaser at any time into shares of our common stock, at the lesser of $7.50, representing 100% of the closing price of our common stock on the trading day immediately prior to the Closing Date, or 75% of the average VWAP of our common stock during the 5 trading day period immediately prior to the conversion date (the “Conversion Price”), or automatically upon the occurrence of a single public offering of our common stock which results in the listing of our common stock on a national securities exchange as defined in the Exchange Act (the “Qualified Offering”) into shares of our common stock at the lesser of the Conversion Price, or 75% of the offering price of the securities offered in the Qualified Offering |
Debt Face Amount | $ 3,048,781 |
Proceeds From Financing Transition | $ 2,500,000 |
Oid Percentage | 18.00% |
Exercise Price | $ / shares | $ 9 |
Adjusted Exercise Price | $ / shares | $ 3 |
Partial Liquidated Damages Description | the Company shall pay to the Purchaser as partial liquidated damages equal to the product of 2% of the principal amount not to exceed 24% of the aggregate principal. If the Company fails to pay the liquidated damages within seven days after the date payable, the Company will pay interest at 18% until such amounts are paid in full |
Unamortized Discount And Issuance Costs | $ 423,782 |
Conversion Feature Debt Discount | 980,000 |
Amortization Of Interest | $ 514,365 |
Outstanding Warrants | shares | 1,219,512 |
Fair Market Value Of Stock Warrants | $ 847,048 |
Unamortized Discount | 402,465 |
Interest Expense | 444,583 |
Original Issue Discount | 548,781 |
Debt Issuance Costs | 275,000 |
Unpaid Damages And Estimated Related Costs | 189,700 |
Interest Expense Related To The Original Issue Discount And Debt Issuance Costs | $ 399,999 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net Long-term Portion | $ 354,453 | $ 0 |
Net Related Party Notes Payable Current Portion | (11,810) | (11,810) |
Related Party Notes Payable [Member] | ||
Net Long-term Portion | 11,810 | 11,810 |
Notes Payable With Detached Free-standing Warrants | 1,000,000 | 0 |
Unamortized Discount | (645,547) | 0 |
Net Related Party Notes Payable | $ 366,263 | $ 11,810 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 05, 2020 |
Current Portion | $ (104,183) | $ (79,183) | |||
Net Long Term Non-related Party Notes Payable | 356,420 | 25,000 | |||
Convertible Notes Payable | $ 75,000 | $ 91,667 | $ 125,000 | ||
Unamortized Debt Discount | 1,291,882 | 0 | |||
Non-Related Party Notes Payable [Member] | |||||
Convertible Notes Payable With Detached Free-standing Warrants | 1,005,000 | 0 | |||
Convertible Notes Payable | 56,683 | 56,683 | |||
Conventional Non-convertible Notes Payable | 42,500 | 42,500 | |||
Notes Payable With Detached Free-standing Warrants | 5,000 | 5,000 | |||
Unamortized Debt Discount | 648,580 | 0 | |||
Net Non-related Party Notes Payable | $ 460,603 | $ 104,183 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 07, 2020 | May 12, 2020 | Nov. 15, 2020 | Jun. 05, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Mar. 31, 2021 | Apr. 07, 2020 | Apr. 06, 2020 | Jan. 30, 2020 | Aug. 08, 2019 | Mar. 08, 2017 |
Proceed Received From Commercial Bank | $ 41,665 | ||||||||||||||||
Interest Expenses For Related Party Notes | $ 85,397 | $ 98,313 | |||||||||||||||
Loan Payment, Description | The loan requires interest at 1% and 18 monthly payments of principal and interest beginning December 5, 2020 | ||||||||||||||||
Gain On Loan Extinguishment | $ 42,000 | $ 0 | $ 0 | $ 0 | 0 | (224,166) | |||||||||||
Accrued Interest | $ 242 | 252,110 | 134,444 | 252,110 | 134,444 | ||||||||||||
Interest Expense | $ 227,475 | $ 41,622 | $ 1,420,063 | $ 141,512 | |||||||||||||
Outstanding Warrants | 48,106 | 48,106 | 48,106 | 48,106 | 48,106 | ||||||||||||
Note Payable Conversion Price Per Share | $ 9 | $ 9 | $ 4.9 | $ 3.326 | $ 9.978 | $ 9.978 | |||||||||||
Convertible Notes Payable | $ 3,048,781 | $ 0 | $ 3,048,781 | $ 0 | |||||||||||||
Unamortized Discount | 1,291,882 | 0 | 1,291,882 | 0 | |||||||||||||
Convertible Debt, Conversion, Principal Amount | $ 74,672 | ||||||||||||||||
Notes Payable with Warrants | |||||||||||||||||
Accrued Interest | $ 83,953 | 40,739 | $ 83,953 | 40,739 | |||||||||||||
Convertible Notes Payable | 280,119 | ||||||||||||||||
Purchase Price | $ 320,858 | ||||||||||||||||
Interest Rate | 5.00% | 5.00% | |||||||||||||||
Common Stock Shares Issued | 200,667 | ||||||||||||||||
Non-convertible Notes Payable | |||||||||||||||||
Accrued Interest | 232,698 | $ 232,698 | |||||||||||||||
Convertible Notes Payable | 316,613 | ||||||||||||||||
Purchase Price | $ 549,311 | ||||||||||||||||
Interest Rate | 5.00% | 5.00% | |||||||||||||||
Common Stock Shares Issued | 114,333 | ||||||||||||||||
Non-Convertible Notes Payable Two [Member] | |||||||||||||||||
Interest Expense | $ 98,647 | $ 17,415 | |||||||||||||||
Interest Rate | 0.00% | ||||||||||||||||
Convertible Debt, Conversion, Principal Amount | 11,810 | 11,810 | |||||||||||||||
Outstanding Note Payable | $ 11,810 | $ 11,810 | |||||||||||||||
Related Party Notes Payable [Member] | |||||||||||||||||
Interest Expense | $ 190,283 | ||||||||||||||||
Outstanding Warrants | 1,000,000 | 1,000,000 | |||||||||||||||
Convertible Notes Payable Principal | $ 11,810 | 83,953 | $ 11,810 | 83,953 | |||||||||||||
Convertible Notes Payable | $ 70,000 | 56,683 | 56,683 | 56,683 | 56,683 | ||||||||||||
Beneficial Conversion Feature Debt Discount | 448,999 | ||||||||||||||||
Fair Market Value Of Warrants | 541,707 | 0 | |||||||||||||||
Unamortized Discount | $ 351,424 | 351,424 | |||||||||||||||
Amortization Expenses, Beneficial Conversion Feature | $ 157,657 | ||||||||||||||||
Default Interest Rate | 10.00% | 12.00% | 12.00% | ||||||||||||||
Purchase Price Of Shares Issued | $ 12 | $ 12 | |||||||||||||||
Non-Related Party Notes Payable [Member] | |||||||||||||||||
Convertible Notes Payable Principal | 104,183 | 79,183 | 104,183 | 79,183 | |||||||||||||
Unamortized Discount | $ 648,580 | 0 | $ 648,580 | 0 | |||||||||||||
Default Interest Rate | 12.00% | 12.00% | |||||||||||||||
Purchase Price Of Shares Issued | $ 9 | $ 9 | |||||||||||||||
Convertible Notes Payable With Detached Free-standing Warrants | $ 1,005,000 | 0 | $ 1,005,000 | 0 | |||||||||||||
Non-Related Party Notes Payable [Member] | Minimum [Member] | |||||||||||||||||
Note Payable Conversion Price Per Share | $ 6 | $ 6 | |||||||||||||||
Interest Rate | 12.00% | ||||||||||||||||
Note Payable Due Date | Sep. 21, 2013 | ||||||||||||||||
Non-Related Party Notes Payable [Member] | Maximum [Member] | |||||||||||||||||
Note Payable Conversion Price Per Share | $ 32.2857 | $ 32.2857 | |||||||||||||||
Interest Rate | 12.00% | ||||||||||||||||
Note Payable Due Date | Jun. 3, 2022 | ||||||||||||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | |||||||||||||||||
Convertible Notes Payable Principal | $ 47,500 | 42,500 | $ 47,500 | 42,500 | |||||||||||||
Convertible Notes Payable | $ 5,000 | 5,000 | $ 5,000 | 5,000 | |||||||||||||
Interest Rate | 10.00% | ||||||||||||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||||
Interest Rate | 5.00% | ||||||||||||||||
Note Payable Due Date | 12/25/2013 | ||||||||||||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||
Interest Rate | 10.00% | ||||||||||||||||
Note Payable Due Date | 6/06/2022 | ||||||||||||||||
Related Party Convertible Notes Payable [Member] | |||||||||||||||||
Gain On Loan Extinguishment | $ 11,697 | 61,875 | |||||||||||||||
Accrued Interest | $ 1,551,514 | 22,500 | |||||||||||||||
Interest Expense | $ 7,689 | ||||||||||||||||
Outstanding Warrants | 166,667 | 166,667 | |||||||||||||||
Convertible Notes Payable Principal | 1,485,189 | ||||||||||||||||
Convertible Notes Payable | $ 70,000 | 25,000 | 25,000 | 25,000 | |||||||||||||
Convertible Non-related Party Note Payable | 25,000 | $ 47,500 | $ 25,000 | ||||||||||||||
Convertible Notes, Conversion Price | $ 1.50 | $ 6 | |||||||||||||||
Interest Rate | 10.00% | 5.00% | 1.00% | ||||||||||||||
Beneficial Conversion Feature Debt Discount | $ 1,407,675 | $ 460,215 | |||||||||||||||
Fair Market Value Of Warrants | 551,001 | $ 0 | |||||||||||||||
Unamortized Discount | $ 494,759 | 354,205 | 494,759 | 354,205 | |||||||||||||
Amortization Expenses, Beneficial Conversion Feature | $ 196,796 | ||||||||||||||||
Stock Issued During The Period | 1,034,343 | 167,500 | |||||||||||||||
Common Stock Purchase Plans [Member] | |||||||||||||||||
Accrued Interest | $ 61,875 | 52,119 | $ 61,875 | $ 52,119 | |||||||||||||
Common Stock Shares Issued | 52,333 | ||||||||||||||||
Convertible Notes Payable | $ 91,000 | ||||||||||||||||
Purchase Price | 143,119 | ||||||||||||||||
Interest Rate | 30.00% | 30.00% | |||||||||||||||
Common Stock Purchase Plans [Member] | Six Related Parties [Member] | |||||||||||||||||
Gain On Loan Extinguishment | $ 103,000 | 14,000 | |||||||||||||||
Accrued Interest | $ 163,059 | 63,623 | $ 82,797 | $ 163,059 | $ 63,623 | ||||||||||||
Common Stock Shares Exchanged | 16,712 | 20,313 | |||||||||||||||
Convertible Notes Payable Principal | 3,938 | $ 83,953 | $ 3,938 | ||||||||||||||
Reduction In Related Party Non - Convertible Notes Payable | $ 67,561 | $ 166,750 | $ 67,561 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
DERIVATIVE LIABILITY | ||
Balance At December 2019 | $ 60,650 | $ 0 |
Fair Market Value Adjustments, Including Settlements | $ (60,650) |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
DERIVATIVE LIABILITY | ||
Balance At December 2020 | $ 60,650 | $ 0 |
Fair Value Of Derivatives Issued | 980,000 | |
Fair Market Value Adjustments | 60,000 | |
Balance At December,2021 | $ 1,040,000 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | Dec. 07, 2020 | Sep. 28, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Risk-free Interest Rate | 0.13% | |||||||
Expected Volatility Rate | 180.00% | |||||||
Oid Percentage | 18.00% | |||||||
Proceeds From Financing Transition | $ 2,500,000 | |||||||
Debt Face Amount | $ 3,048,781 | 3,048,781 | ||||||
Change In Fair Value Of Derivative Liability | (60,000) | $ 60,650 | ||||||
Gain On Loan Extinguishment | $ 42,000 | 0 | $ 0 | $ 0 | 0 | (224,166) | ||
Fair Value Of Embeded Derivative Liability | 1,040,000 | $ 0 | $ 1,040,000 | $ 0 | ||||
Minimum [Member] | ||||||||
Expected Volatility Rate | 138.00% | 162.00% | ||||||
Maximum [Member] | ||||||||
Expected Volatility Rate | 198.00% | 181.00% | ||||||
Level3 [Member] | ||||||||
Change In Fair Value Of Derivative Liability | $ 60,000 | |||||||
Convertible promissory note agreement [Member] | ||||||||
Risk-free Interest Rate | 0.05% | |||||||
Expected Volatility Rate | 120.00% | |||||||
Change In Fair Value Of Derivative Liability | $ 1,040,000 | $ 60,650 | ||||||
Beneficial Conversion Feature Recorded As Discount | $ 64,800 | |||||||
Gain On Loan Extinguishment | $ 273,462 | |||||||
Fair Value Of Embeded Derivative Liability | $ 980,000 | |||||||
Convertible promissory note agreement [Member] | Minimum [Member] | ||||||||
Expected Life | 4 years | 1 year | ||||||
Convertible promissory note agreement [Member] | Maximum [Member] | ||||||||
Expected Life | 6 years | 1 year | ||||||
Convertible promissory note agreement [Member] | March 1, 2019 [Member] | ||||||||
Fair Value Of Embeded Derivative Liability | 28,000 | $ 28,000 | ||||||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | ||||||||
Fair Value Of Embeded Derivative Liability | 28,100 | 28,100 | ||||||
Convertible promissory note agreement [Member] | October 26, 2019 [Member] | ||||||||
Fair Value Of Embeded Derivative Liability | 8,700 | 8,700 | ||||||
Convertible promissory note agreement [Member] | 2019 [Member] | ||||||||
Amount Borrowed Under Debt Instrument From Unrelated Party | $ 70,000 | $ 70,000 | ||||||
Interest Rate | 10.00% | 10.00% | ||||||
Conversion Price, Description | convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Dec. 07, 2020 | Jun. 05, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Mar. 31, 2021 | Apr. 07, 2020 | Apr. 06, 2020 | Jan. 30, 2020 | Aug. 08, 2019 | Mar. 08, 2017 |
Common Stock Shares Issued For Services, Shares | 14,390 | |||||||||||||
Additional Paid-in Capital | $ 57,041,447 | $ 52,694,147 | $ 57,041,447 | $ 52,694,147 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 45,268 | |||||||||||||
Gain On Loan Extinguishment | $ 42,000 | $ 0 | $ 0 | $ 0 | $ 0 | (224,166) | ||||||||
Common Stock Shares Issued | $ 145,805 | $ 0 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | $ 9 | $ 4.9 | $ 3.326 | $ 9.978 | $ 9.978 | ||||||||
Number Of Warrants Outstanding | 48,106 | 48,106 | 48,106 | 48,106 | 48,106 | |||||||||
Lease Agreement [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 49,600 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,334 | |||||||||||||
Agreement Expiring Date | February 2022 | |||||||||||||
Convertible promissory note agreement [Member] | ||||||||||||||
Debt Conversion Price Description | debt from $0.4590 to $0.39912 per share | |||||||||||||
Gain On Loan Extinguishment | $ 273,462 | |||||||||||||
Common Stock Shares Issued To Option Exercised | 151,366 | |||||||||||||
Reduction In Related Party Debt | $ 65,728 | $ 65,728 | ||||||||||||
Number Of Warrants Outstanding | 151,366 | 151,366 | ||||||||||||
Asset Purchase Agreement [Member] | IDTEC [Member] | ||||||||||||||
Common Stock, Shares Issued Upon Assets Purchase | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||
Fair Value Of The Common Shares | $ 27,120,000 | |||||||||||||
Convertible Notes, Conversion Price | $ 1.50 | $ 1.50 | ||||||||||||
Compensation [Member] | ||||||||||||||
Common Stock Shares Issued For Services, Shares | 342 | |||||||||||||
Convertible Notes, Conversion Price | $ 60.87 | $ 60.87 | ||||||||||||
Series A-1 Convertible Preferred stock [Member] | ||||||||||||||
Common Stock Shares Issued For Services, Shares | 14,390 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 107,880 | $ 107,880 | ||||||||||||
Convertible Preferred Stock Converted | 900,000 | |||||||||||||
Common Stock Subscriptions Payable | 14,390 | 14,390 | ||||||||||||
Consulting Services [Member] | ||||||||||||||
Common Stock Shares Issued For Services, Shares | 34,806 | |||||||||||||
Common Stock Shares Issued For Services, Value | $ 145,805 | |||||||||||||
Non-Related Party Two [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,551,514 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,034,343 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | $ 1.50 | ||||||||||||
Non-Related Party One [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 65,391 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 23,483 | |||||||||||||
Gain On Loan Extinguishment | $ 41,665 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9.978 | $ 9.978 | ||||||||||||
Stock Option [Member] | ||||||||||||||
Exercise Price | 0.79026 | $ 0.79026 | ||||||||||||
Common Stock Shares Issued | $ 24,368 | |||||||||||||
IDTEC [Member] | ||||||||||||||
Common Stock Shares Issued For Services, Shares | 58,980 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,000,000 | |||||||||||||
Exercise Price | $ 1.50 | $ 1.50 | ||||||||||||
Related Party Two [Member] | ||||||||||||||
Additional Paid-in Capital | $ 124,291 | $ 124,291 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 622,004 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 216,246 | |||||||||||||
Debt Conversion Price Description | debt from $2.7438 to $9.978 per share | |||||||||||||
Gain On Loan Extinguishment | $ 143,660 | |||||||||||||
Related Party One [Member] | ||||||||||||||
Additional Paid-in Capital | $ 272,299 | 272,299 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 852,196 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 86,717 | |||||||||||||
Accrued Expenses Per Share | related party payables from $3.345 to $9.978 per share | |||||||||||||
Related Party [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 266,000 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 53,132 | |||||||||||||
Gain On Loan Extinguishment | $ 62,000 | |||||||||||||
Accrued Expenses Per Share | accrued expenses from $1.7463 to $9.978 per share | |||||||||||||
Kevin Moore [Member] | Employment Agreement [Member] | ||||||||||||||
Common Stock Shares Issued For Services, Shares | 24,053 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narratve) - USD ($) | Dec. 07, 2020 | Dec. 09, 2019 | Aug. 08, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | May 07, 2020 | Nov. 20, 2015 |
Accrued Dividends Payable | $ 107,880 | ||||||
Preferred Stock, Shares Authorized | 19,300,000 | 19,300,000 | 25,000,000 | ||||
Preferred Stock, Par Value | $ 0.00001 | $ 0.00001 | |||||
Asset Purchase Agreement [Member] | SOBR SAFE, LLC [Member] | |||||||
Right Of Dividend | 8.00% | 8.00% | |||||
Convertible Preferred Stock Issuable | 900,000 | ||||||
Series A-1 Convertible Preferred stock [Member] | |||||||
Accrued Dividends Payable | $ 107,880 | ||||||
Preferred Stock, Shares Authorized | 333,333 | 2,700,000 | 2,700,000 | ||||
Preferred Stock, Par Value | $ 0.00001 | $ 0.00001 | |||||
Cumulative Dividends Rate | 8.00% | ||||||
Conversion Of Preferred Stock Shares | 900,000 | ||||||
Converted Shares Of Common Stock | 900,000 | ||||||
Preferred Stock Shares Sold | 2,700,000 | ||||||
Minimum Conversion Rate | $ 5.01 | ||||||
Series A-1 Convertible Preferred stock [Member] | SOBR's Director company [Member] | Series A-1 Preferred Stock Purchase Agreement [Member] | SOBR SAFE, LLC [Member] | |||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||||
Authorized Shares Increased | 2,700,000 | ||||||
Right Of Dividend | 8.00% | 8.00% | |||||
Shares Issuance Price | $ 1 | $ 1 | |||||
Preferences And Rights Of Preferred Stock | dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $3 per share (not to be affected by any reverse stock split in connection with the Asset Purchase Agreement with IDTEC) | dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $3 per share (not to be affected by any reverse stock split in connection with the Asset Purchase Agreement with IDTEC) | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 1,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |||
Preferred Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Acquire Convertible Preferred Stock | 1,000,000 | ||||||
Preferred Stock Conversion Description | Series A Convertible Preferred Stock are convertible at a 35% discount rate to the average closing price per share of the Company’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last 15 trading days immediately prior to conversion. However, no conversions of the Series A Convertible Preferred Stock to shares of common stock can occur unless the average closing price per share |
STOCK SUBSCRIPTIONS PAYABLE (De
STOCK SUBSCRIPTIONS PAYABLE (Details Narrative) | Dec. 31, 2020USD ($)shares |
STOCK SUBSCRIPTIONS PAYABLE (Details Narrative) | |
Stock Subscriptions Payable Of Common Shares | shares | 49,196 |
Stock Subscriptions Payable | $ | $ 253,685 |
Stock Subscriptions Payable To Related Parties | $ | $ 111,024 |
Stock Subscriptions Payable To Related Parties Of Common Shares | shares | 20,029 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 08, 2017 | Dec. 06, 2006 |
Rent Expense | $ 158,096 | $ 63,978 | ||||
Contract Settlement Amount | $ 11,164 | |||||
Accrued Interest | 463,900 | 313,035 | $ 306,071 | $ 38,199 | $ 18,000 | |
Accrued Interest Current | 18,000 | |||||
Accrued | 11,164 | |||||
Due To Related Party | $ 82,883 | 28,624 | ||||
Issuance Of Common Stock | 49,600 | |||||
Prepaid Expenses With Common Shares | $ 0 | $ 122,162 | ||||
Short Term Operating Lease [Member] | ||||||
Operating Lease, Monthly Payment | $ 1,800 | |||||
Issuance Of Common Stock | 5,333 | |||||
Rent Payments, Monthly | $ 6,000 | |||||
Prepaid Expenses With Common Shares | 49,600 | |||||
Leases On Office Space Per Month | 5,000 | |||||
Highland School [Member] | Short Term Lease Agreement [Member] | ||||||
Lease Expiration Term | Oct. 31, 2020 | |||||
Highland School [Member] | Short Term Lease Agreement [Member] | Maximum [Member] | ||||||
Operating Lease, Monthly Payment | $ 2,900 | |||||
Highland School [Member] | Short Term Lease Agreement [Member] | Minimum [Member] | ||||||
Operating Lease, Monthly Payment | $ 2,800 | |||||
California [Member] | ||||||
Contract Settlement Amount | 85,000 | |||||
Legal Fees | 3,000 | |||||
Due To Related Party | 28,786 | |||||
Accrued Interest | $ 53,000 |
STOCK WARRANTS AND STOCK OPTI_2
STOCK WARRANTS AND STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividend Yield | 0.00% | 0.00% |
Volatility | 180.00% | |
Risk Free Interest Rate | 0.13% | |
Minimum [Member] | ||
Exercise Price | $ 8.31 | $ 4.9350 |
Volatility | 138.00% | 162.00% |
Maximum [Member] | ||
Exercise Price | $ 10.74 | $ 9.90 |
Volatility | 198.00% | 181.00% |
Warrants [Member] | ||
Dividend Yield | 0.00% | 0.00% |
Life Of Warrants | 5 years | |
Warrants [Member] | Minimum [Member] | ||
Life Of Warrants | 2 years | |
Exercise Price | $ 6 | $ 1.50 |
Volatility | 120.00% | 153.00% |
Risk Free Interest Rate | 0.14% | 0.19% |
Warrants [Member] | Maximum [Member] | ||
Life Of Warrants | 5 years | |
Exercise Price | $ 9 | $ 6 |
Volatility | 158.00% | 154.00% |
Risk Free Interest Rate | 0.98% | 0.29% |
STOCK WARRANTS AND STOCK OPTI_3
STOCK WARRANTS AND STOCK OPTIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Remaining Contractual Life , Beginning Balance | 3 years 9 months 18 days | 3 years 11 months 19 days |
Weighted Average Remaining Contractual Life, Warrants Granted | 3 years 1 month 24 days | 4 years 4 months 28 days |
Weighted Average Remaining Contractual Life, Ending Balance | 3 years 14 days | 3 years 9 months 18 days |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 2.8239 | $ 1.0776 |
Weighted Average Exercise Price Per Share, Warrants Granted | 7.3500 | 2.7273 |
Weighted Average Exercise Price Per Share, Warrants Exercised | 1.5000 | 0.4353 |
Weighted Average Exercise Price Per Share, Warrants Expired/forfeited | 6 | |
Weighted Average Exercise Price Per Share, Ending Balance | $ 6.7800 | $ 2.8239 |
Aggregate Intrinsic Value, Beginning Balance | $ 1,173,737 | $ 1,276,870 |
Aggregate Intrinsic Value, Warrants Granted | 1,152,852 | 898,000 |
Aggregate Intrinsic Value, Ending Balance | $ 1,784,838 | $ 1,173,737 |
Warrants Exercised | $ 1.50 | |
Warrants Expired/forfeited | $ 6 | |
Warrants [Member] | ||
Outstanding At Beginning Of Period | 194,772 | 199,471 |
Warrants Granted | 740,671 | 146,667 |
Warrants Exercised | (58,979) | (151,366) |
Warrants Expired/forfeited | (40,000) | |
Outstanding At Ending Of Periods | 836,464 | 194,772 |
Warrants [Member] | Minimum [Member] | ||
Warrants Exercised | $ 0.39912 | |
Outstanding At Beginning Of Period | $ 1.50 | 0.39912 |
Warrants Granted | 6 | 1.50 |
Outstanding At End Of Period | 1.50 | 1.50 |
Warrants [Member] | Maximum [Member] | ||
Warrants Exercised | 0.45897 | |
Outstanding At Beginning Of Period | 6 | 3.118125 |
Warrants Granted | 9 | 6 |
Outstanding At End Of Period | $ 9 | $ 6 |
STOCK WARRANTS AND STOCK OPTI_4
STOCK WARRANTS AND STOCK OPTIONS (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividend Yield | 0.00% | 0.00% |
Expected Volatility | 180.00% | |
Minimum [Member] | ||
Exercise Price | $ 8.31 | $ 4.9350 |
Expected Life | 2 years 8 months 12 days | 1 year |
Expected Volatility | 138.00% | 162.00% |
Risk Free Interest Rate | 0.10% | 0.19% |
Maximum [Member] | ||
Exercise Price | $ 10.74 | $ 9.90 |
Expected Life | 6 years 2 months 12 days | 2 years 8 months 12 days |
Expected Volatility | 198.00% | 181.00% |
Risk Free Interest Rate | 0.79% | 0.43% |
STOCK WARRANTS AND STOCK OPTI_5
STOCK WARRANTS AND STOCK OPTIONS (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Exercise Price Per Shares Option Exercised | $ 1.50 | |
Aggregate Intrinsic Value Ending Balance | $ 1,784,838 | $ 1,173,737 |
Stock Options [Member] | ||
Outstanding At Beginning Of Period | 802,409 | 793,747 |
Option Granted | 386,667 | 23,965 |
Options Exercised | (24,369) | (15,302) |
Warrants Expired/forfeited | (111,351) | |
Outstanding At Ending Of Periods | 1,053,356 | 802,409 |
Option Outstanding, Exercisable, Beginning Balance | 417,491 | |
Option Outstanding, Exercisable, Ending Balance | 635,609 | 417,491 |
Exercise Price Per Shares Option Exercised | $ 0.79 | $ 3.117 |
Exercise Price Per Shares Option Expired | $ 0 | |
Weighted Average Remaining Contractual Lifes Beginning Balance | 7 years 10 months 9 days | 9 years |
Weighted Average Remaining Contractual Lifes Options Granted | 3 years 10 months 13 days | 2 years 4 months 20 days |
Weighted Average Remaining Contractual Lifes Ending Balance | 6 years 2 months 15 days | 7 years 10 months 9 days |
Weighted Average Remaining Contractual Lifes, Exercisable, Beginning Balance | 7 years 4 months 24 days | |
Weighted Average Remaining Contractual Lifes, Exercisable, Ending Balance | 6 years 8 months 12 days | |
Weighted Average Exercise Price Per Shares Beginning Balance | $ 1.0077 | $ 0.8283 |
Weighted Average Exercise Price Per Shares Options Granted | 9.6900 | 6.4500 |
Weighted Average Exercise Price Per Shares Options Exercised | 0.7902 | |
Weighted Average Exercise Price Per Shares Options Expired | 8.5800 | |
Weighted Average Exercise Price Per Shares Ending Balance | 3.3900 | $ 1.0077 |
Weighted Average Exercise Price Per Shares Exercisable Beginning Balance | 0.9495 | |
Weighted Average Exercise Price Per Shares Exercisable Ending Balance | $ 1.5861 | |
Aggregate Intrinsic Value Beginning Balance | $ 6,292,844 | $ 5,238,080 |
Aggregate Intrinsic Value Options Granted | (301,815) | 57,815 |
Aggregate Intrinsic Value Ending Balance | 5,804,517 | $ 6,292,844 |
Aggregate Intrinsic Value Exercisable, Beginning Balance | 3,299,006 | |
Aggregate Intrinsic Value Exercisable Ending Balance | $ 4,655,089 | |
Stock Options [Member] | Minimum [Member] | ||
Exercise Price Per Shares Option Expired | $ 0.7902 | |
Outstanding At Beginning Of Period | 0.792 | $ 0.7902 |
Exercise Price Per Shares Option Granted | 8.31 | 4.95 |
Outstanding At End Of Period | 0.7903 | 0.792 |
Exercise Price Per Shares Exercisable Beginning Balance | 0.7902 | |
Exercise Price Per Shares Exercisable Ending Balance | 0.7903 | 0.7902 |
Stock Options [Member] | Maximum [Member] | ||
Exercise Price Per Shares Option Expired | 9.87 | |
Outstanding At Beginning Of Period | 9.90 | 3.1170 |
Exercise Price Per Shares Option Granted | 10.74 | 9.90 |
Outstanding At End Of Period | 10.74 | 9.90 |
Exercise Price Per Shares Exercisable Beginning Balance | 9.90 | |
Exercise Price Per Shares Exercisable Ending Balance | $ 10.74 | $ 9.90 |
STOCK WARRANTS AND STOCK OPTI_6
STOCK WARRANTS AND STOCK OPTIONS (Details 4) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unvested Begenning | 215,000 | |
Granted | 78,585 | 71,667 |
Vested | (50,000) | |
Unvested Ending | 133,585 | 71,667 |
Weighted Average Vesting Period, Beginning Balance | 1 year 6 months 15 days | 0 years |
Weighted Average Vesting Period Rsu Granted | 1 year 4 months 6 days | 1 year 8 months 8 days |
Weighted Average Vesting Period, Ending Balance | 1 year | 1 year 6 months 14 days |
Weighted Average Grant Date Fair Value Per Share Beginning Balance | $ 2.92 | $ 0 |
Weighted Average Grant Date Fair Value Per Share Rsu Granted | 8.52 | 8.76 |
Weighted Average Grant Date Fair Value Per Share Rsu Vested | 8.97 | |
Weighted Average Grant Date Fair Value Per Share Ending Balance | $ 8.58 | $ 8.76 |
STOCK WARRANTS AND STOCK OPTI_7
STOCK WARRANTS AND STOCK OPTIONS (Details Narrative) - USD ($) | May 04, 2020 | Aug. 08, 2019 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 12, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | Sep. 28, 2021 | Aug. 17, 2021 | May 31, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Jun. 05, 2020 | Oct. 25, 2019 | Oct. 24, 2019 | Jan. 25, 2019 |
Number Of Warrants Outstanding | 48,106 | 48,106 | 48,106 | ||||||||||||||
Exercise Price Of Warrants | $ 3.118125 | ||||||||||||||||
Convertible Preferred Stock Shares Sold | 1,000,000 | ||||||||||||||||
Investor Relationship Service, Description | Under the terms of the agreement, the Company issued warrants to purchase up to 40,000 shares of our common stock at an exercise price of $6.00 per share. The warrants expire five years after the date of issuance. Approximately $220,000 of expense was recognized for the warrants issued for the services provide by the vendor. | Under the terms of the agreement, the Company issued warrants to purchase up to 120,000 shares of our common stock at an exercise price of $2.00 per share. The warrants expire five years after the date of issuance. Approximately $220,000 of expense was recognized for the warrants issued for the services provide by the vendor. | |||||||||||||||
Warrants Purchased | 106,667 | 250,000 | |||||||||||||||
Warrants Exercise Price | $ 1.50 | ||||||||||||||||
General And Administrative Expense | $ 3,882,706 | $ 2,003,107 | |||||||||||||||
Stock-based Compensation Expense | 473,748 | 273,443 | |||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||||
Total Compensation Cost Not Yet Recognized | 932,493 | ||||||||||||||||
Common Stock Issued For Rsus Vested | 16,667 | ||||||||||||||||
Granted Service-based Rsus | 55,000 | ||||||||||||||||
Performance Based Rsus | 50,000 | ||||||||||||||||
Performance Based Rsus Vesting Period | In November 2020, the Company granted 16,667 performance based RSUs to a consultant vesting over a period of one year. | ||||||||||||||||
Granted Service Based Rsus To Executive Officer | 16,667 | 41,919 | 3,333 | ||||||||||||||
Granted Service Based Rsus To Legal Counsel | 50,000 | ||||||||||||||||
Stock-based Compensation Expense | 364,057 | ||||||||||||||||
Weighted Average Fair Value Of Rsus Granted | $ 669,750 | $ 626,800 | |||||||||||||||
Outstanding Executive Officers Stock Options Exercisable | 832,482 | 689,517 | |||||||||||||||
Outstanding Executive Officers Stock Options Exercisable Per Share | $ 10.14 | $ 0.79023 | |||||||||||||||
Weighted Average Remaining Contractual Life | 6 years 10 months 24 days | 8 years 8 months 12 days | |||||||||||||||
Remaining Weighted Average Vesting Period | 1 year | ||||||||||||||||
Unvested Rsus Granted To Executive Officers | 61,919 | ||||||||||||||||
Options Acquire Shares Of Common Stock | 8,018 | ||||||||||||||||
Options Acquire Shares Of Common Stock Exercise Price | $ 0.2635 | ||||||||||||||||
Options Acquire Shares Of Common Stock Exercise Price Description | The stock options have an exercise price of $0.7905 and vest quarterly over a one-year period commencing January 1, 2020. The stock options have a five-year term. | ||||||||||||||||
Vested Options Exercised | 8,018 | ||||||||||||||||
Options To Acquire Shares Of Common Stock | 8,018 | ||||||||||||||||
Options To Acquire Shares Of Common Stock Exercise Price | $ 0.7905 | ||||||||||||||||
Options To Acquire Shares Forfeited | 8,018 | ||||||||||||||||
Restricted Stock Units [Member] | Officer [Member] | |||||||||||||||||
Stock Options Vested | 254,783 | 137,191 | |||||||||||||||
Stock Options Acquire Shares Of Common Stock | 352,776 | ||||||||||||||||
Stock Options Acquire Shares Of Common Stock Exercise Price | $ 0.7905 | ||||||||||||||||
Employment Agreement Term | The stock options vest in 36 equal monthly installments of 9,799 shares during the term of his Employment Agreement. | ||||||||||||||||
Rsus Granted | 20,959 | ||||||||||||||||
Rsus Granted Per Share | $ 8.85 | ||||||||||||||||
Restricted Stock Units [Member] | Chief Revenue Officer [Member] | |||||||||||||||||
Stock Options To Acquire Shares Of Common Stock | 240,529 | ||||||||||||||||
Stock Options Vested | 253,892 | 173,715 | |||||||||||||||
Rsus Granted | 20,959 | ||||||||||||||||
Stock Options To Acquire Shares Of Common Stock Per Share | $ 0.7905 | ||||||||||||||||
Additional Option Shares | 80,176 | ||||||||||||||||
Pre-vesting Option Shares | 66,813 | ||||||||||||||||
Pre-vesting Option Shares Remaining | 13,363 | ||||||||||||||||
Weighted Average Fair Value Grant Date | $ 8.85 | ||||||||||||||||
Employment Agreement Description | The stock options vest in 36 equal monthly installments of 6,681 shares during the three-year term of his Employment Agreement. | ||||||||||||||||
Restricted Stock Units [Member] | Executive Vice President [Member] | |||||||||||||||||
Stock Options To Acquire Shares Of Common Stock | 33,333 | 33,333 | |||||||||||||||
Stock Options Vested | 12,500 | ||||||||||||||||
Stock Options To Acquire Shares Of Common Stock Per Share | $ 9.21 | ||||||||||||||||
Stock Options To Acquire Shares Of Common Stock Rsu | 16,667 | ||||||||||||||||
Weighted Average Fair Value At Grant Date | $ 8.40 | ||||||||||||||||
Stock Options To Acquire Share Of Common Stock Per Share | $ 3.38 | ||||||||||||||||
Stock Options To Acquire Share Of Common Stock Excercise | $ 10.14 | ||||||||||||||||
Stock Options To Acquire Share Of Common Stock Rsu | 3,333 | ||||||||||||||||
Weighted Average Fair Value Per Share | $ 10.14 | ||||||||||||||||
Restricted Stock Units [Member] | Executive Vice Presidentof Salesand Marketingand Revenue Officer [Member] | |||||||||||||||||
Stock Options Vested | 10,417 | ||||||||||||||||
Options To Acquire Shares Of Common Stock | 83,333 | ||||||||||||||||
Options To Acquire Shares Of Common Stock Exercise Price | $ 9.21 | ||||||||||||||||
Total Compensation Cost Not Yet Recognized Period For Recognition | 1 year | ||||||||||||||||
Stock Warrant [Member] | |||||||||||||||||
Number Of Warrants Outstanding | 47,687 | 106,667 | |||||||||||||||
Common Stock Purchase | 406,504 | 334,167 | |||||||||||||||
Common Stock Purchase Per Share | $ 6 | $ 9 | |||||||||||||||
Outstanding Balance Of All Non-employee Stock Warrants | 836,464 | 194,772 | |||||||||||||||
Non-employee Detached Free-standing Stock Warrants Granted | 740,671 | 146,667 | |||||||||||||||
Fair Value Of Non-employee Stock Warrants Granted | $ 1,939,756 | $ 915,124 | |||||||||||||||
Common Stock For Issuance Stock Options And Restricted Stock Units | 1,282,823 | ||||||||||||||||
Number Of Authorized Shares | 1,282,823 | ||||||||||||||||
Authorization Of Shares Of Common Stock | 1,733,333 | ||||||||||||||||
Stock Options [Member] | |||||||||||||||||
Stock Options To Acquire Shares Of Common Stock | 1,036,587 | 840,641 | |||||||||||||||
Vested Shares | 618,840 | 400,723 | |||||||||||||||
Non-vested Shares | 417,747 | 439,918 | |||||||||||||||
Granted Stock Options To Acquire Shares Of Common Stock | 386,667 | ||||||||||||||||
Common Stock Exercise Prices Range | $8.31 to $10.74 | ||||||||||||||||
Stock Options Vest | over 6 months to 3-year terms | ||||||||||||||||
Fair Value Of Options Granted | $ 3,074,000 | ||||||||||||||||
Stock Options Vested | 42,227 | ||||||||||||||||
General And Administrative Expense | $ 723,261 | $ 239,478 | |||||||||||||||
Unrecognized Compensation Expense | $ 2,200,000 | ||||||||||||||||
Share-based Awards To Be Recognized | five months to three years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss | $ (7,870,378) | $ (29,982,292) |
Federal Income Tax [Member] | ||
Net Loss | (7,870,378) | (29,982,222) |
Permanent Differences | 2,924,431 | 1,830,697 |
Valuation Allowance | 4,945,947 | 28,151,525 |
Net Provision For Income Tax | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net Operating Loss Carry Forward | $ 18,300,000 | $ 13,300,000 |
State [Member] | ||
Net Operating Loss Carry Forward | 917,000 | 667,000 |
Valuation Allowance | (917,000) | (667,000) |
Net Deferred Tax Asset | 0 | 0 |
Federal [Member] | ||
Net Operating Loss Carry Forward | 3,212,000 | 2,163,000 |
Valuation Allowance | (3,212,000) | (2,163,000) |
Net Deferred Tax Asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES (Tables) | ||
Deferred Tax Asset | $ 4,129,000 | $ 2,830,000 |
Rate Of Net Operating Losses Offset By Valuation Allowance | 100.00% | |
Change In The Valuation Allowance | $ 1,299,000 | $ 998,000 |
Federal Tax Rate | 21.00% | 21.00% |
Carryforward Expiration Year | 2040 | |
Net Operating Loss Carry Forward | $ 18,300,000 | $ 13,300,000 |
State Tax Rate | 5.00% | 5.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 06, 2022 | Mar. 04, 2022 | Jan. 07, 2022 | Jan. 01, 2022 | Mar. 03, 2022 | Mar. 01, 2022 | Jan. 21, 2022 | Jan. 18, 2022 | Jan. 12, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 05, 2020 | Apr. 07, 2020 | Apr. 06, 2020 | Jan. 30, 2020 | Mar. 08, 2017 |
Common Stock Shares Issued In Exchange | 666,667 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 9 | $ 9 | $ 4.9 | $ 3.326 | $ 9.978 | $ 9.978 | |||||||||||||
Convertible Notes Payable | $ 75,000 | $ 91,667 | $ 125,000 | ||||||||||||||||
Common Stock Shares Authorized | 100,000,000 | 100,000,000 | |||||||||||||||||
Common Stock Shares Issued | 26,335,665 | 25,981,203 | 25,922,034 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Common Stock Shares Issued In Exchange | 333,333 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 6 | ||||||||||||||||||
Installments For Aggrement | $ 8,333 | ||||||||||||||||||
Interest Rate | 5.00% | ||||||||||||||||||
Reverse Stock Split Ratio Description | 1-for-3 | ratio between of 1-for-2 and 1-for-3 in connection with our planned listing on Nasdaq | |||||||||||||||||
Convertible Notes, Conversion Price | $ 7.755 | ||||||||||||||||||
Annual Base Salary | $ 175,000 | ||||||||||||||||||
Common Stock Acquired | 66,667 | ||||||||||||||||||
Convertible Notes Payable | $ 47,500 | ||||||||||||||||||
Common Stock Shares Authorized | 7,917 | ||||||||||||||||||
Common Stock Shares Issued | 1,282,823 | 98,000 | 175,000 | ||||||||||||||||
Common Stock Shares Increased | 1,733,333 | ||||||||||||||||||
Common Stock Shares Issued For Rsus | 16,667 |