Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ARCIMOTO, INC. | |
Trading Symbol | FUV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 8,805,897 | |
Amendment Flag | false | |
Entity Central Index Key | 0001558583 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38213 | |
Entity Incorporation, State or Country Code | OR | |
Entity Tax Identification Number | 26-1449404 | |
Entity Address, Address Line One | 2034 West 2nd Avenue | |
Entity Address, City or Town | Eugene | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97402 | |
City Area Code | (541) | |
Local Phone Number | 683-6293 | |
Title of 12(b) Security | Common stock, no par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,346,048 | $ 462,753 |
Accounts receivable, net | 98,409 | 262,643 |
Inventory | 11,056,862 | 12,324,017 |
Prepaid inventory | 1,746,952 | 1,439,060 |
Other current assets | 970,199 | 1,594,218 |
Total current assets | 15,218,470 | 16,082,691 |
Property and equipment, net | 28,159,603 | 29,822,794 |
Intangible assets, net | 8,623,089 | 9,045,290 |
Operating lease right-of-use assets | 996,999 | 1,336,826 |
Security deposits | 134,963 | 120,431 |
Total assets | 53,133,124 | 56,408,032 |
Current liabilities: | ||
Accounts payable | 6,007,456 | 7,668,359 |
Accrued liabilities | 890,030 | 455,808 |
Customer deposits | 789,860 | 962,346 |
Mortgage loan | 7,590,085 | |
Short-term convertible note | 5,639,231 | |
Notes payable - related party | 250,000 | |
Warrant liabilities | 7,829,500 | 374,474 |
Current portion of finance lease obligations | 401,917 | 441,523 |
Current portion of equipment notes payable | 351,966 | 388,940 |
Current portion of warranty reserve | 639,776 | 519,889 |
Current portion of deferred revenue | 99,697 | 207,556 |
Current portion of operating lease liabilities | 563,781 | 666,542 |
Total current liabilities | 25,414,068 | 17,324,668 |
Finance lease obligations | 1,061,557 | 858,488 |
Equipment notes payable | 788,402 | 962,351 |
Convertible note issued to related party | 4,604,130 | 4,887,690 |
Warranty reserve | 330,672 | 264,748 |
Operating lease liabilities | 495,600 | 744,142 |
Total long-term liabilities | 7,280,361 | 7,717,419 |
Total liabilities | 32,694,429 | 25,042,087 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Preferred Stock, no par value, 1,500,000 authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Common Stock, no par value, 200,000,000 shares authorized; 8,805,897 and 3,209,838 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 191,778,708 | 184,682,027 |
Additional paid-in capital | 15,630,758 | 13,555,718 |
Accumulated deficit | (186,970,771) | (166,871,800) |
Total stockholders’ equity | 20,438,695 | 31,365,945 |
Total liabilities and stockholders’ equity | 53,133,124 | 56,408,032 |
Series A-1 Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Preferred Stock, no par value, 1,500,000 authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Class C Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock value | ||
Preferred Stock, no par value, 1,500,000 authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,805,897 | 3,209,838 |
Common stock, shares outstanding | 8,805,897 | 3,209,838 |
Series A-1 Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,760,346 | $ 1,499,341 | $ 3,113,874 | $ 2,149,574 |
Cost of goods sold | 3,523,909 | 6,104,337 | 6,465,739 | 10,151,609 |
Gross loss | (1,763,563) | (4,604,996) | (3,351,865) | (8,002,035) |
Operating expenses: | ||||
Research and development | 1,537,695 | 3,716,431 | 2,553,468 | 7,623,016 |
Sales and marketing | 1,486,376 | 3,070,280 | 2,920,918 | 5,996,785 |
General and administrative | 2,503,284 | 3,785,661 | 5,715,954 | 6,484,614 |
Loss (gain) on sale of asset | (3,150) | 221,741 | ||
Total operating expenses | 5,524,205 | 10,572,372 | 11,412,081 | 20,104,415 |
Loss from operations | (7,287,768) | (15,177,368) | (14,763,946) | (28,106,450) |
Other (income) expense: | ||||
Interest expense | 210,687 | 124,171 | 311,786 | 173,906 |
Financing costs | 4,138,027 | 5,243,824 | ||
Unrealized (gain) loss on convertible notes, mortgage loan and warrants fair value | 1,516,506 | 2,145,540 | (3,169,138) | 2,145,540 |
Other (income) expense, net | 48,419 | (45,937) | 15,901 | (71,196) |
Loss on debt extinguishment | 2,925,610 | |||
Total other (income) expense | 5,913,639 | 2,223,774 | 5,327,983 | 2,248,250 |
Loss before income tax expense | (13,201,407) | (17,401,142) | (20,091,929) | (30,354,700) |
Income tax expense | (7,042) | (3,200) | (7,042) | (3,200) |
Net loss | $ (13,208,449) | $ (17,404,342) | $ (20,098,971) | $ (30,357,900) |
Weighted average common shares - basic (in Shares) | 7,733,452 | 1,978,666 | 7,124,307 | 1,938,729 |
Net loss per common share - basic (in Dollars per share) | $ (1.71) | $ (8.8) | $ (2.82) | $ (15.66) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted average common shares - diluted | 7,733,452 | 1,978,666 | 7,124,307 | 1,938,729 |
Net loss per common share - diluted | $ (1.71) | $ (8.80) | $ (2.82) | $ (15.66) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 150,502,566 | $ 7,038,124 | $ (103,992,402) | $ 53,548,288 |
Balance (in Shares) at Dec. 31, 2021 | 1,882,180 | |||
Issuance of common stock for cash | $ 16,315,741 | 16,315,741 | ||
Issuance of common stock for cash (in Shares) | 203,320 | |||
Issuance of common stock for RSU, net of tax | $ 46,746 | (76,200) | (29,454) | |
Issuance of common stock for RSU, net of tax (in Shares) | 460 | |||
Common stock to external consultant | 23,115 | 23,115 | ||
Common stock to external consultant (in Shares) | 200 | |||
Equity awards issued to external consultants | 351,572 | 351,572 | ||
Exercise of warrants | $ 20,000 | 20,000 | ||
Exercise of warrants (in Shares) | 400 | |||
Exercise of stock options | $ 114,909 | (31,453) | 83,456 | |
Exercise of stock options (in Shares) | 1,979 | |||
Stock-based compensation | 3,223,130 | 3,223,130 | ||
Net loss | (30,357,900) | (30,357,900) | ||
Balance at Jun. 30, 2022 | $ 166,999,962 | 10,528,288 | (134,350,302) | 43,177,948 |
Balance (in Shares) at Jun. 30, 2022 | 2,088,539 | |||
Balance at Mar. 31, 2022 | $ 154,283,555 | 8,434,961 | (116,945,960) | 45,772,556 |
Balance (in Shares) at Mar. 31, 2022 | 1,911,285 | |||
Issuance of common stock for cash | $ 12,602,091 | 12,602,091 | ||
Issuance of common stock for cash (in Shares) | 175,305 | |||
Issuance of common stock for RSU, net of tax | $ 46,746 | (76,200) | (29,454) | |
Issuance of common stock for RSU, net of tax (in Shares) | 460 | |||
Common stock to external consultant | 23,115 | 23,115 | ||
Common stock to external consultant (in Shares) | 200 | |||
Equity awards issued to external consultants | 351,572 | 351,572 | ||
Exercise of warrants | $ 20,000 | 20,000 | ||
Exercise of warrants (in Shares) | 400 | |||
Exercise of stock options | $ 47,570 | (17,179) | 30,391 | |
Exercise of stock options (in Shares) | 889 | |||
Stock-based compensation | 1,812,019 | 1,812,019 | ||
Net loss | (17,404,342) | (17,404,342) | ||
Balance at Jun. 30, 2022 | $ 166,999,962 | 10,528,288 | (134,350,302) | 43,177,948 |
Balance (in Shares) at Jun. 30, 2022 | 2,088,539 | |||
Balance at Dec. 31, 2022 | $ 184,682,027 | 13,555,718 | (166,871,800) | 31,365,945 |
Balance (in Shares) at Dec. 31, 2022 | 3,209,838 | |||
Issuance of common stock for cash | $ 5,984,111 | 5,984,111 | ||
Issuance of common stock for cash (in Shares) | 4,767,647 | |||
Issuance of common stock for partial payment of convertible note | $ 1,112,500 | 1,112,500 | ||
Issuance of common stock for partial payment of convertible note (in Shares) | 123,612 | |||
Issuance of common stock for RSU, net of tax | ||||
Issuance of common stock for RSU, net of tax (in Shares) | 4,800 | |||
Common stock to external consultant | ||||
Exercise of warrants | $ 70 | 70 | ||
Exercise of warrants (in Shares) | 700,000 | |||
Stock-based compensation | 2,075,040 | 2,075,040 | ||
Net loss | (20,098,971) | (20,098,971) | ||
Balance at Jun. 30, 2023 | $ 191,778,708 | 15,630,758 | (186,970,771) | 20,438,695 |
Balance (in Shares) at Jun. 30, 2023 | 8,805,897 | |||
Balance at Mar. 31, 2023 | $ 189,415,794 | 14,696,255 | (173,762,322) | 30,349,727 |
Balance (in Shares) at Mar. 31, 2023 | 7,333,449 | |||
Issuance of common stock for cash | $ 2,362,914 | 2,362,914 | ||
Issuance of common stock for cash (in Shares) | 1,467,648 | |||
Issuance of common stock for RSU, net of tax | ||||
Issuance of common stock for RSU, net of tax (in Shares) | 4,800 | |||
Stock-based compensation | 934,503 | 934,503 | ||
Net loss | (13,208,449) | (13,208,449) | ||
Balance at Jun. 30, 2023 | $ 191,778,708 | $ 15,630,758 | $ (186,970,771) | $ 20,438,695 |
Balance (in Shares) at Jun. 30, 2023 | 8,805,897 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net of offering costs | $ 427,304 | $ 392,960 | $ 427,304 | $ 597,723 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (20,098,971) | $ (30,357,900) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,803,104 | 1,727,863 |
Non-cash operating lease costs | 339,827 | 281,405 |
Non-cash financing costs | 3,767,288 | |
Non-cash offering costs | 95,740 | |
Interest expense paid in common stock | 31,839 | |
Debt issuance costs expensed - mortgage loan | 600,000 | |
Warrant issuance costs - expensed | 780,796 | |
Loss on extinguishment of debt | 2,925,610 | |
Unrealized loss (gain) on convertible notes, mortgage loan and warrants fair value | (3,169,138) | 2,145,540 |
Common stock to external consultant | 23,115 | |
Equity awards issued to external consultants | 351,572 | |
Stock-based compensation | 2,075,040 | 3,223,130 |
Loss on disposal of asset | 221,741 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 164,234 | (196,324) |
Inventory | 1,667,366 | (3,584,362) |
Prepaid inventory | (307,892) | (111,543) |
Other current assets | 624,019 | (291,630) |
Accounts payable | (1,661,630) | 200,797 |
Accrued liabilities | 434,222 | 410,932 |
Customer deposits | (172,486) | 261,790 |
Operating lease liabilities | (351,303) | (284,946) |
Warranty reserve | 185,811 | 119,419 |
Deferred revenue | (107,859) | (24,030) |
Net cash used in operating activities | (10,152,642) | (26,105,172) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (327,088) | (5,608,086) |
Refund from return of equipment | 455,142 | |
Security deposits | (14,532) | |
Net cash provided by (used in) investing activities | 113,522 | (5,608,086) |
FINANCING ACTIVITIES | ||
Proceeds from the sale of common stock and warrants | 14,494,896 | 16,913,464 |
Payment of offering costs | (1,208,100) | (597,723) |
Proceeds from notes payable - related party | 500,000 | |
Payment of notes payable - related party | (250,000) | |
Proceeds from the exercise of warrants | 70 | 20,000 |
Proceeds from mortgage loan | 6,000,000 | |
Proceeds from convertible note | 4,500,000 | |
Debt issuance costs - mortgage loan | (600,000) | |
Proceeds from the exercise of stock options | 83,456 | |
Payment on finance lease obligations | (303,528) | (194,660) |
Payment of equipment notes | (210,923) | (245,451) |
Proceeds from equipment notes | 65,243 | |
Payment of convertible note | (7,500,000) | |
Payment of notes payable | (789,367) | |
Net cash provided by financing activities | 10,922,415 | 19,754,962 |
Net cash and cash equivalents (decrease)/increase for period | 883,295 | (11,958,296) |
Cash and cash equivalents at beginning of period | 462,753 | 16,971,320 |
Cash and cash equivalents at end of period | 1,346,048 | 5,013,024 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 55,520 | 98,524 |
Cash paid during the period for income taxes | 7,042 | 150 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accounts payable for purchase of property and equipment | 727 | 522,198 |
Notes payable and accrued interest converted to common stock | 1,112,500 | |
Transfers from FUV Rental Fleet to Inventory | 400,211 | |
Equipment acquired through finance leases | $ 466,991 | $ 69,000 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Arcimoto, Inc. (the “Company”) was incorporated in the State of Oregon on November 21, 2007. The Company’s mission is to catalyze the global shift to a sustainable transportation system. Over the past 16 years, the Company has developed a new vehicle platform designed around the needs of everyday drivers. Having approximately one-third the weight and one-third of the footprint of the average car, the Arcimoto platform’s purpose is to bring the joy of ultra-efficient, pure electric driving to the masses. To date, the Company currently has two vehicle products built on this platform that target specific niches in the vehicle market: its flagship product, the Fun Utility Vehicle® (“FUV®”), for everyday consumer trips, and the Deliverator® for last-mile delivery and general fleet utility. In February 2023, two wholly-owned subsidiaries of the Company were formed, Arcimoto Property Holding Company, LLC and APHC Holdings, LLC. APHC Holdings, LLC is the parent of Arcimoto Property Holding Company, LLC. Arcimoto Property Holding Company, LLC is the borrower in a loan obtained on February 17, 2023 for $6,000,000 that is secured by a guarantee provided by Arcimoto, Inc. and the real estate owned by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1-for-20 Reverse Stock Split On November 11, 2022, the Board of Directors approved a reverse stock split of 1-for-20. This action enabled the Company to access additional funds for operational needs by maintaining its listing requirements. The 1-for-20 reverse stock split decreased the number of outstanding shares and increased net loss per common share. All per share and share amounts presented have been retroactively adjusted for the effect of this reverse stock split for all periods presented. Going Concern The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred significant losses since inception and management expects losses to continue for the foreseeable future. In addition, the Company does not have sufficient cash on hand to pay obligations as they come due. On January 14, 2022 the Company entered into an agreement with Canaccord Genuity LLC (“Canaccord”) to raise the at-the-market (“ATM”) offering amount to $100,000,000, and on October 4, 2022, the Company signed an equity line of credit (“ELOC”) agreement with Tumim Stone Capital LLC whereby the investor will provide up to $50,000,000 of financing with certain restrictions. On January 18, 2023, the Company obtained additional funds totaling $12.0 million via a confidentially marketed public equity offering. Due to the terms of this offering, the Company is restricted from variable rate transactions and, thus, unable to utilize the ATM and ELOC to raise additional capital for a period of one year from January 18, 2023, the date the Prospectus Supplement was filed. The terms of this offering also restricted equity transactions for a period of 90 days unless approved by more than 50% of the investors in the offering filed on January 18, 2023. After that 90 day period, the Company became able to offer to sell its securities in a public offering under its S-3 registration. However, this ability to obtain additional financing is dependent on the price and volume of the Company’s common stock and may be further restricted by certain Securities and Exchange Commission (“SEC”) rules that limit the number of shares the Company is able to sell under its Form S-3 registration statement. During 2023, the Company obtained a loan that is secured by the Company’s land and buildings as disclosed in Note 6 - Mortgage Loan. The principal amount of this loan is $6,000,000 and includes a discount of $600,000. The interest rate on this loan is 20% and the loan was originally due in August 2023 unless an additional six-month extension is granted. The extension can only be granted under certain conditions, which include, in part, payment of all accrued interest and a facility fee of $300,000 and that no event or potential event of a default exists. On July 14, 2023, the Company was granted an additional six-month extension and the loan is now due in February 2024 (see Note 15 Subsequent Events). The Company also received a $500,000 loan from a related party in May 2023 and raised approximately $2,300,000, net of fees, from a registered direct offering in June 2023. Furthermore, the Company’s accounts payable balance is approximately $8,200,000 at August 9, 2023, of which a significant amount is more than 30 days past due. Management has evaluated these conditions and concluded that they raise substantial doubt about the Company’s ability to continue as a going concern for at least a period of one year from the issuance of these unaudited financial statements. Management has initiated a series of actions to alleviate the Company’s financial situation: (1) reducing headcount significantly via lay-offs and an unpaid furlough program that started at the beginning of the fourth quarter of 2022 and may likely continue into the foreseeable future; (2) temporarily suspending production in the first quarter of 2023 in order to relocate operations to a new facility and focus purchases on the minimum needed to resume production, which was resumed in February 2023; (3) negotiating payment plans with the Company’s vendors that are critical to the Company’s operations; and (4) monetizing assets that may not be critical to the core business. Management also plans to pursue other financing solutions through the credit and equity markets. There can be no assurance that the Company will be able to secure such additional financing or, if available, that it will be on favorable terms or that the Company will be able to sufficiently reduce costs for any such additional financing to meet its needs. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of June 30, 2023, and the results of its operations for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. Results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2023. The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and its related disclosures. Actual amounts could differ materially from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Inventory Inventory is stated at the lower of cost (using the first-in, first-out method (“FIFO”)) or net realizable value. Inventories consist mainly of purchased electric motors, electrical storage and transmission equipment, and component parts. Raw materials include parts that have been sub-assembled and manufactured parts. June 30, December 31, Raw materials $ 10,036,060 $ 11,491,555 Work in progress 142,924 — Finished goods 877,878 832,462 Total $ 11,056,862 $ 12,324,017 The Company is required to remit partial prepayments for some purchases of its inventories acquired from overseas vendors which are included in prepaid inventory. The Company is currently selling vehicles below the base cost of a finished unit. Accordingly, the Company expensed all labor and overhead as period costs and recorded an allowance to reduce certain inventories to net realizable value of approximately $948,000 and $1,280,000 as of June 30, 2023 and December 31, 2022, respectively. The amount expensed for all labor and overhead was approximately $3,456,000 and $7,073,000 for the six months ended June 30, 2023 and 2022, respectively, and $1,836,000 and $4,024,000 for the three months ended June 30, 2023 and 2022, respectively. Intangible Assets Intangible assets primarily consist of trade names/trademarks, proprietary technology, and customer relationships. They are amortized using the straight-lined method over a period of 10 to 14 years. The Company assesses the recoverability of its finite-lived intangible assets when there are indications of potential impairment. Net Loss per Share The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the loss available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. During the three and six months ended June 30, 2023 and 2022, the Company excluded the outstanding Employee Equity Plans (“EEP”) and other securities summarized below calculated using the Treasury Stock Method for options and other instruments and the If-Converted Method for convertible notes, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Options and other instruments under the 2012, 2015, 2018, and 2022 Plans to purchase common stock — 40,708 — 53,350 Conversion of convertible notes, if-converted method 58,126 38,368 58,126 13,991 Total 58,126 79,076 58,126 67,341 All options and warrants were excluded from the table above as they are out of the money. Convertible Notes, Mortgage Loan and Warrants We have elected the fair value option under ASC 825-10-25 to account for the $4,500,000 and $10,000,000 convertible notes, as well as the mortgage loan and warrants. We have utilized a binomial lattice methodology in estimating the fair values of the convertible notes. The mortgage loan fair value was estimated using a discounted cash flow model. The warrant fair values were estimated using a Black Scholes model. The fair value measurements are classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement”. The fair valuation of these convertible notes, mortgage loan and warrants use inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value are recorded as unrealized gain/loss on convertible notes, mortgage loan and warrants fair value in the Condensed Consolidated Statements of Operations. Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which replaces the current incurred loss methodology with an expected loss methodology which is referred to as the current expected credit loss (“CECL”) methodology. The measurement of credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivables and trade accounts receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investment in leases recognized by a lessor in accordance with Accounting Standards Codification (“ASC”) Topic 842 – Leases. ASU 2016-13 also made changes to the accounting for available-for-sale debt securities and requires credit losses to be presented as an allowance rather than as a write-down on such securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted the provisions of this ASU effective January 1, 2023. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3: PROPERTY AND EQUIPMENT As of June 30, 2023 and December 31, 2022, the Company’s property and equipment consisted of the following: June 30, December 31, Land $ 4,743,526 $ 4,743,526 Buildings 8,006,474 8,006,474 Machinery and equipment 9,496,537 8,443,047 Fixed assets in process 7,875,370 8,569,163 Leasehold improvements 1,193,771 1,193,771 FUV fleet 645,818 1,089,888 FUV rental fleet 1,994,281 2,646,379 Computer equipment and software 226,915 226,915 Vehicles 748,707 748,707 Furniture and fixtures 52,007 52,007 Total property and equipment 34,983,406 35,719,877 Less: Accumulated depreciation (6,823,803 ) (5,897,083 ) Total $ 28,159,603 $ 29,822,794 Fixed assets in process are primarily comprised of building improvements that have not yet been completed and machinery and equipment not yet placed into service. Completed assets are transferred to their respective asset class and depreciation begins when the asset is placed in service. FUV fleet consists of marketing and other non-revenue generating vehicles. FUV rental fleet consists of rental revenue generating vehicles. Depreciation expense was approximately $677,000 and $1,381,000 during the three and six months ended June 30, 2023 and $810,000 and $1,307,000 during the three and six months ended June 30, 2022, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 4: INTANGIBLE ASSETS The following table summarizes the Company’s intangible assets: June 30, 2023 Estimated Gross Carrying Accumulated Net Book Value Tradename and trademarks 14 $ 2,052,000 $ (346,794 ) $ 1,705,206 Proprietary technology 13 7,010,000 (1,296,722 ) 5,713,278 Customer relationships 10 1,586,000 (381,395 ) 1,204,605 $ 10,648,000 $ (2,024,911 ) $ 8,623,089 December 31, 2022 Estimated Gross Carrying Accumulated Net Book Value Tradename and trademarks 14 $ 2,052,000 $ (273,508 ) $ 1,778,492 Proprietary technology 13 7,010,000 (1,027,107 ) 5,982,893 Customer relationships 10 1,586,000 (302,095 ) 1,283,905 $ 10,648,000 $ (1,602,710 ) $ 9,045,290 Amortization expense was approximately $211,000 and $422,000 during the three and six months ended June 30, 2023 and approximately $210,000 and $421,000 during the three and six months ended June 30, 2022, respectively. |
Customer Deposits
Customer Deposits | 6 Months Ended |
Jun. 30, 2023 | |
Customer Deposits [Abstract] | |
CUSTOMER DEPOSITS | NOTE 5: CUSTOMER DEPOSITS The Company has received refundable customer pre-orders ranging from $100 to $500 per vehicle for purposes of securing a place in a line to order its utility vehicle. As of June 30, 2023 and December 31, 2022, these refundable pre-orders total $402,100 and $410,000, respectively. In addition, the Company also received non-refundable customer deposits of $2,500, which was reduced to $500 during the quarter ended June 30, 2022, that are required for the Company to start production of their vehicles. When a customer’s order is ready to enter the production process, the customer is notified that if they would like to proceed with the purchase of a vehicle, their pre-orders will no longer be refundable and additional deposit required must be paid prior to the start of the manufacturing process. As of June 30, 2023 and December 31, 2022, these non-refundable deposits total $170,100 and $268,300, respectively and are presented as Customer Deposits on the Company’s Condensed Consolidated Balance Sheets. The Company has also received approximately $68,000 and $112,000 of refundable deposits related to its TMW product line as of June 30, 2023 and December 31, 2022, respectively. The Company also receives non-refundable deposits as final payment prior to delivery of the final product. These non-refundable deposits total approximately $28,200 and $51,400 as of June 30, 2023 and December 31, 2022, respectively, and are presented as Customer Deposits on the Company’s Condensed Consolidated Balance Sheets. During the second quarter of 2022, the Company began to receive refundable deposits of $100 per unit for the recently announced Mean-Lean-Machine (“MLM”), the electric tilting trike. As of June 30, 2023 and December 31, 2022, the balance of such deposits was $121,400 and $120,600, respectively and are included as part of Customer Deposits on the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, the Company’s balance of deposits received was approximately $789,800 and $962,300, respectively. Deposits are included in current liabilities in the accompanying Condensed Consolidated Balance Sheets. The Company also has customer deposits from its employees. However, the balances of these deposits as of June 30, 2023 and December 31, 2022 are not material. |
Mortgage Loan
Mortgage Loan | 6 Months Ended |
Jun. 30, 2023 | |
Mortgage Loan [Abstract] | |
MORTGAGE LOAN | NOTE 6: MORTGAGE LOAN On February 17, 2023, the Company’s wholly-owned subsidiary, Arcimoto Property Holding Company, LLC (“Borrower”) entered into a loan (“Mortgage Loan”) with HRE FUV Lending, LLC (the “Lender”) and issued a related Promissory Note (the “Note”) payable to the Lender. Pursuant to the Mortgage Loan and the Note, the Borrower is receiving a $6,000,000 loan secured by all the real properties of the Borrower and all equity interests of Borrower. The loan (i) has an initial term of six months with the possibility of a further six month extension upon the satisfaction of certain conditions; (ii) has an interest rate equal to 20% per annum of the first six months (with the possibility of retroactive reduction to 10% if repaid in full within such six (6) months without an event of default having occurred) and zero percent (0%) per annum for the six (6) month extension period; (iii) requires an upfront fee to Lender of $600,000 on the date the loan is made (and an additional facility fee to Lender of $300,000 if the loan is not repaid in full within the first six (6) months or if an event of default occurs); (iv) requires that, in the event of prepayment, a minimum of $600,000 in interest must have been paid (with the possibility of reduction to $300,000 if repaid in full within the first six (6) months if no event of default has occurred); (v) provides that $500,000 of the loan amount is retained as a holdback by Lender for disbursement to Borrower only after certain construction is completed at the real property and the cost of such construction is paid in full by Borrower; (vi) contemplates an increase in the interest rate if an event of default occurs; (vii) is fully guaranteed by Holdings and is subject to a limited recourse guaranty by the Company. The $500,000 holdback was received by the Company during the quarter ended June 30, 2023. On July 14, 2023, the Company extended the maturity date of the loan six months to February 2024. The Company elected to account for this mortgage loan using the fair value option. In estimating the fair value of this debt, a discounted cash flows model was used. The note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement.” The fair valuation of this mortgage loan uses inputs other than quoted prices that are observable either directly or indirectly in a discounted cash flows model. Under this option, changes in fair value of the debt are recorded as an unrealized loss on mortgage loan fair value in the Condensed Consolidated Statements of Operations at inception of $336,194. For the three and six months ended June 30, 2023 the Company recorded an unrealized loss of $1,367,125 and $1,590,085, respectively. The fair value of the loan was $7,590,085 as of June 30, 2023. The Company recorded the $600,000 upfront fee to lender as financing costs in the Statement of Operations. |
Equipment Notes Payable
Equipment Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Equipment Notes Payable [Abstract] | |
EQUIPMENT NOTES PAYABLE | NOTE 7: EQUIPMENT NOTES PAYABLE As of June 30, 2023, the Company has financed a total of approximately $1,936,000 of its capital equipment purchases with notes payable having monthly payments ranging from approximately $300 to $12,000, repayment terms ranging from 60 to 72 months, and effective interest rates ranging from 1.99% to 9.90%. Monthly payments for all equipment financing notes payable as of June 30, 2023 are approximately $36,300. These equipment notes mature ranging from November 2023 through May 2028. The balance of equipment financing notes payable was approximately $1,140,000 and $1,351,000 as of June 30, 2023 and December 31, 2022, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 8: LEASES Operating Leases The Company has active operating lease arrangements for office space and production facilities. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of January 1, 2022. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement. The Company includes extensions in the determination of the lease term when it is reasonably certain that such options will be exercised. The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate. The Company benchmarked itself against other companies of similar credit ratings and comparable credit quality and derived an incremental borrowing rate to discount each of its lease liabilities based on the remaining lease term. The components of operating lease expense recorded in the condensed consolidated statements of operations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 195,808 $ 183,514 $ 391,616 $ 355,979 Short-term lease cost 24,818 34,520 67,497 52,251 Total lease cost $ 220,626 $ 218,034 $ 459,113 $ 408,230 Variable lease cost for the three and six months ended June 30, 2023 and 2022 was not material. Right of use assets and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows: June 30, December 31, Operating lease right-of-use assets $ 996,999 $ 1,336,826 Operating lease liabilities, current $ 563,781 $ 666,542 Operating lease liabilities, long-term 495,600 744,142 Total operating lease liabilities $ 1,059,381 $ 1,410,684 The weighted-average remaining lease term for operating leases was 2.02 years and the weighted-average incremental borrowing rate was 8.7% as of June 30, 2023. Supplemental cash flow information related to the Company’s operating leases was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 202,199 $ 186,887 $ 403,092 $ 360,396 As of June 30, 2023, future minimum lease payments required under operating leases are as follows: 2023 (Remainder) $ 353,195 2024 511,786 2025 230,858 2026 58,433 2027 — Thereafter — Total minimum lease payments 1,154,272 Less: imputed interest (94,891 ) Total $ 1,059,381 Finance Leases As of June 30, 2023, the Company has financed through lease agreements a total of approximately $2,211,000 of its capital equipment purchases with monthly payments ranging from approximately $1,500 to $14,000, repayment terms ranging from 48 to 60 months, and effective interest rates ranging from 2.67% to 8.51%. Monthly lease payments for all finance leases as of June 30, 2023, are approximately $61,000. These lease obligations mature ranging from August 2023 through February 2028 and are secured by approximately $3,901,000 in underlying assets which have approximately $879,000 in accumulated depreciation as of June 30, 2023. The balance of finance lease obligations was approximately $1,463,474 and $1,300,011 as of June 30, 2023, and December 31, 2022, respectively. Right of use assets and lease liabilities for finance leases were recorded in the condensed consolidated balance sheets as follows: June 30, December 31, Property and equipment, net $ 3,021,927 $ 2,672,177 Finance lease liabilities, current $ 401,917 $ 441,523 Finance lease liabilities, long-term 1,061,557 858,488 Total finance lease liabilities $ 1,463,474 $ 1,300,011 The weighted-average remaining lease term for finance leases was 3.56 years and the weighted-average incremental borrowing rate was 4.55% as of June 30, 2023. Supplemental cash flow information related to the Company’s finance leases was as follows: Six Months Ended June 30, 2023 2022 Operating cash flows from finance leases $ (42,475 ) $ 29,978 Financing cash flows from finance leases $ (303,528 ) $ (194,660 ) Amortization and interest expense information related to the Company’s finance leases was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 73,871 $ 50,143 $ 130,082 $ 95,105 Interest expense $ 23,169 $ 14,703 $ 42,475 $ 29,979 As of June 30, 2023, future minimum lease payments required under finance leases are as follows: 2023 (Remainder) $ 245,226 2024 463,547 2025 463,547 2026 327,444 2027 110,937 Thereafter 18,490 Total minimum lease payments $ 1,629,191 Less: imputed interest (165,717 ) Total $ 1,463,474 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 9: CONVERTIBLE NOTES $4,500,000 Convertible Promissory Note (“April 2022 Note”) On April 25, 2022, the Company (“Debtor”) entered into a $4,500,000 convertible promissory note agreement with Ducera Investments LLC - 2022 Series A (“Creditor”) whereby the Debtor agrees to pay the Creditor the amount borrowed plus interest accrued at an annual rate of 10% compounded quarterly. Subject to certain conditions, interest on the promissory note accrues as additional principal. The term of the April 2022 Note is five years unless conversion privileges are exercised. Conversion can occur at the option of the Creditor, the Debtor or upon maturity and is described below: (i) The Creditor has the option to convert the promissory note at any time prior to the maturity date, in full or in part, into the number of shares of common stock (“Common Stock”), no par value, of the Company equal to the amount determined by dividing the principal amount of this note plus the accrued interest by $140.00 ($7.00 - pre reverse split), subject to adjustment (as adjusted, the “Conversion Price”); (ii) at any time prior to the maturity date, the Debtor may convert the note, in full or in part, at the Conversion Price provided that, in order to exercise the conversion, the closing share price of the Common Stock on the Nasdaq Stock Market LLC (the “Closing Share Price”) for the thirty (30) consecutive trading days prior to, and including, the conversion date exceeds the per share price required to provide the Creditor with shares having a market value of at least 4.5 times $4,500,000 upon conversion; and (iii) if none of a Creditor’s election to convert shares or the Company’s election to convert shares has occurred, then upon the maturity date, the outstanding principal plus accrued interest on the note shall convert into shares of the common stock at the lesser of the Conversion Price and the greater of (x) the per share price required to provide the Creditor with shares having a market value of at least 4 times $4,500,000, and (y) $86.60 (the “Floor Conversion Price”) ($4.33 pre reverse split). In the event that the notes are converted at the Floor Conversion Price, the Company shall also pay to the Creditor on the maturity date a cash payment equal to (x) the principal amount of the note at the maturity date minus (y) the Converted Equity Market Value (as defined below) divided by 4. “Converted Equity Market Value” means the value of the shares of common stock delivered to the Creditor based on a share price equal to the lower of: (i) 10-day volume weighted average price of the common stock for the 10-days immediately prior to, but excluding, the maturity date and (ii) the Closing Share Price on the day immediately prior to the maturity date. Arcimoto has elected to measure the note at fair value. In estimating the fair value of this debt, a binomial lattice model was used. The required inputs include the risk-free rate, the Company’s stock volatility, stock price on valuation date, and a risk premium. The note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement.” The fair valuation of this convertible note uses inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value of the convertible debt are recorded as an unrealized gain or loss on convertible note fair value in the Condensed Consolidated Statements of Operations. As a result, the Company recorded an unrealized (loss) gain of $(534,030) and $283,560 for the three and six months ended June 30, 2023, and $(2,145,540) for both the three and six months ended June 30, 2022, respectively. The balance on this note is $4,604,130 and $4,887,690 at June 30, 2023 and December 31, 2022, respectively, and is classified as a long-term liability on the Company’s Condensed Consolidated Balance Sheets. $10,000,000 Senior Secured Convertible Note ( “September 2022 Note”) On August 31, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with a third-party investor (the “Buyer” or the “Holder”). Under the terms of the SPA, the Company will issue to the Buyer the notes and warrants pursuant to a currently effective shelf registration statement on Form S-3, which has sufficient availability for the issuance of the securities on each closing date. Under the SPA, the Company authorized the issuance of one or more series of senior secured convertible notes of the Company, in the aggregate original principal amount of $20,000,000. Such notes shall be convertible into shares of common stock, no par value per share, of the Company. Further, the Company authorized the issuance of warrants to acquire up to an aggregate of 25,000 shares of common stock. The notes will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and will be secured by a second priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, if any, including a pledge of all of the capital stock of each of the subsidiaries. On September 1, 2022 (the “Issuance Date”), one note (the “September 2022 Note”) in the amount of $10,000,000 with 25,000 accompanying warrants (the “Warrants”) were issued to the Buyer. The issuance of the remaining $10,000,000 requires shareholder approval in accordance with NASDAQ listing requirements. The September 2022 Note was issued with a principal amount of $10,000,000 and an original issue discount of $600,000, payable in 24 periodic installments with a coupon rate of 6%, and with a maturity date of September 1, 2024. At the option of the Company, periodic installments can be paid in either cash or common stock (at an 8% discount) to the Holder. Payments in cash are subject to an additional premium and are recorded as additional interest expense. In the event of a default, the interest rate is increased to 15%, which is the default rate. At any time on or after the Issuance Date, the Holder is entitled to convert any unpaid principal plus accrued interest at a conversion price of $5.00 per share. The SPA also provides for the Holder to require payment of principal and unpaid interest up to four times per period. This provision allows the September 2022 Note to be settled in full over a six-month period at the Holder’s option. In addition, a certain percentage of cash received from issuances of shares in conjunction with the ATM discussed in Note 2 - Summary of Significant Accounting Policies will be used to pay down the principal of the September 2022 Note. The Warrants are exercisable at any time or times on or after the six month and one day anniversary of the Issuance Date. The Warrants expire on the fifth anniversary of the Issuance Date. The exercise price of each Warrant which is convertible to a share of common stock is $200.00. The net proceeds of $9,400,000 (after discount) are bifurcated between the Warrants and the September 2022 Note. The amount allocated to the Warrants is $598,670, which is the fair value on the Issuance Date. The remaining amount (before debt issuance costs) of $8,801,330 is allocated to the September 2022 Note on the Issuance Date. The Company has elected to measure the note at fair value. In estimating the fair value of this debt, a binomial lattice model was used. The required inputs include the risk-free rate, the Company’s stock volatility, stock price on valuation date, and a risk premium. The note’s fair value measurement is classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement.” Under this option, changes in fair value of the convertible debt are recorded as an unrealized gain or loss on convertible note fair value in the Condensed Consolidated Statements of Operations. As a result of this election, debt issuance costs incurred were approximately $232,669 and are expensed in Other expense/(income) on the Condensed Consolidated Statements of Operations. The Company also recorded an unrealized loss of zero and $15,820 for the three and six months ended June 30, 2023, respectively. The note was repaid in full on January 23, 2023 with a loss on extinguishment of $2,925,610 recognized for the difference between the carrying value of the note and unamortized discount and the payment made to satisfy the note. The balance of the September 2022 Note was $5,639,231 at December 31, 2022. The Warrants were recorded at fair value on the September 1, 2022 issuance date at $598,670 and are remeasured at fair value quarterly and are classified as a current liability on the Condensed Consolidated Balance Sheet. The Warrants were valued at June 30, 2023 using the Black-Scholes model with approximately a 4.67 year expected term, risk free interest rate of 4.15%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 116.5%. As a result, the Company recorded an unrealized (loss) gain of $(33,046) and $249,452 for the three and six months ended June 30, 2023, respectively. The balance of the Warrants at June 30, 2023 and December 31, 2022 is $125,022 and $374,474, respectively, and is recorded as Warrant liabilities in the current liabilities section of the Company’s Condensed Consolidated Balance Sheets. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10: STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock, 2,000,000 are designated as Class C Preferred Stock, and 1,500,000 are undesignated Preferred Stock. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock was also subject to mandatory conversion provisions upon an initial public offering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. Except as otherwise required by law or expressly provided in the Company’s Second Amended and Restated Articles of Incorporation, as amended, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of the Company. The Company is not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Common Stock The Company has reserved a total of 363,577 and 378,296 shares of its common stock pursuant to the equity incentive plans (see Note 11 – Stock-Based Payments) as of June 30, 2023 and December 31, 2022, respectively. The Company has 363,577 and 278,296 stock units, options and warrants outstanding under these plans as of June 30, 2023 and December 31, 2022, respectively. The Company has 7,033,825 shares and 25,000 shares of its common stock reserved for warrants issued outside of the equity incentive plans as of June 30, 2023 and December 31, 2022, respectively. Exercise of Stock Options and Warrants A total of 889 employee options, with an exercise price of $34.20 per share, were exercised for total proceeds to the Company of $30,391 during the three months ended June 30, 2022. A total of 1,978 employee options, with exercise prices ranging from $34.20 to $50.00 per share were exercised for total proceeds to the Company of $83,456 during the six months ended June 30, 2022. No employee options were exercised during the three and six months ended June 30, 2023. A total of 700,000 warrants were exercised with an exercise price of $0.0001 per share for total proceeds to the Company of $70 during the three and six months ended June 30, 2023. A total of 400 employee warrants, with an exercise price of $50.00 per share, were exercised for total proceeds to the Company of $20,000 during the three and six months ended June 30, 2022. A total of 4,800 employee restricted stock units vested and were converted into common shares during the three and six months ended June 30, 2023. A total of 460 employee restricted stock units vested and were converted into common shares during the three and six months ended June 30, 2022. Offerings of Common Stock and Warrants 2023 Purchase Agreements On January 18, 2023, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain investors (collectively, the “Purchasers”). The Purchase Agreements provide for the sale and issuance by the Company of an aggregate of (i) 3,300,000 shares (the “Shares”) of the Company’s common stock, no par value per Share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 700,000 shares of common stock and (iii) warrants (the “Common Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 4,000,000 shares of common stock. The offering price per Share and associated Common Warrants is $3.00. The offering price per Pre-Funded Warrant and associated Common Warrant is $2.9999. The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants were exercised immediately upon issuance. Each Common Warrant has an exercise price of $3.00 per share, will be exercisable immediately upon issuance subject to certain ownership limitations and will expire on the fifth anniversary of the date on which the Common Warrants become exercisable. Both the Pre-Funded and Common Warrants contain provisions that regarding settlement in the event of a fundamental transaction that calculate the fair value of the warrants using a prespecified volatility assumption that was not consistent with the input used to value the warrants at issuance which causes the warrants to be classified as liabilities. The Pre-Funded Warrants are recorded at fair value on January 18, 2023 at $1,735,941. As the Pre-Funded Warrants were immediately exercised, the fair value is recorded in equity. The Common Warrants are recorded at fair value on January 18, 2023 at $7,951,393 and are remeasured at a fair value of $4,249,751 at June 30, 2023 and are classified as a current liability on the Condensed Consolidated Balance Sheet. As a result, the Company recorded an unrealized (loss) gain of $(122,694) and $3,701,642 for the three and six months ended June 30, 2023, respectively. The offering resulted in gross proceeds to the Company of approximately $12 million. The net proceeds to the Company from the offering were approximately $11 million, after deducting placement agent fees and other expenses. The Company used $7,500,000 of the net proceeds from the offering to repay the September 2022 Note as disclosed in Note 9 - Convertible Notes, and the remainder of the proceeds for working capital and general corporate purposes. 2023 Second Purchase Agreements On June 12, 2023, the Company entered into securities purchase agreements (the “Second Purchase Agreements”) with certain investors (collectively, the “Purchasers”). The Second Purchase Agreements provide for the sale and issuance by the Company of an aggregate of 1,467,648 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), in a registered direct offering and warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase up to 2,935,296 shares of Common Stock in a concurrent private placement (the transactions contemplated by the Second Purchase Agreements are referred to herein as the “Second Offering”). The offering price per Share and associated Warrant is $1.70. Each Warrant has an exercise price of $1.75 per share, will be exercisable six months after issuance subject to certain ownership limitations and will expire on the fifth anniversary of the date on which the Warrants become exercisable. The Second Offering resulted in gross proceeds to the Company of approximately $2.5 million. The net proceeds to the Company from the Second Offering were approximately $2.3 million, after deducting placement agent fees and expenses and offering expenses payable by the Company. The Company used $250,000 of the net proceeds from the offering to partially repay the Note payable - related party, and the remainder of the proceeds for working capital and general corporate purposes. The Company paid the Placement Agent a cash fee equal to $275,000 which was 5.0% of the aggregate purchase price paid by all Purchasers in connection with the sale of the Securities, and warrants to purchase a number of shares of Common Stock equal to 5% of the Shares (the “Placement Agent Warrants”). The Company issued 73,529 Placement Agent Warrants. The Placement Agent Warrants have a five-year term, and are exercisable beginning six months after the closing of the Offering at a price of $1.87 per share. The Company recorded the aggregate placement agent fees as financing costs in the Statement of Operations. The Warrants issued to the Purchasers are recorded at fair value on June 12, 2023 at $3,906,366 and are remeasured at a fair value of $3,495,168 at June 30, 2023 and are classified as a current liability on the Condensed Consolidated Balance Sheet. As the fair value of the Warrants was greater than the cash proceeds received from the offering, the Company recorded the excess of warrant fair value over proceeds received of $1,404,374 as financing costs. The 1,467,648 common shares issued in the offering had a fair value of $2,362,914. The fair value of the common shares issued were recorded as additional financing costs in the transaction because the aggregate fair value of the liability classified warrants and the common shares issued exceeded the offering proceeds. The Placement Agent Warrants are recorded at fair value on June 12, 2023 at $95,740 and are remeasured at a fair value of $85,320 at June 30, 2023 and are also classified as a current liability on the Condensed Consolidated Balance Sheet. As a result, the Company recorded an unrealized gain of $421,618 for the three and six months ended June 30, 2023 for the Warrants and Placement Agent Warrants. 2022 Offerings On January 14, 2022, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord, under which the Company may offer and sell, from time to time, through or to Canaccord, as sales agent up to $100,000,000 of its common stock. The Company intends to use the net proceeds of the sales pursuant to the Sales Agreement primarily for working capital and general corporate purposes. We issued and sold 175,306 shares of common stock during the three months ended June 30, 2022, in connection with the Sales Agreement at per share prices between $64.60 and $97.80, resulting in net proceeds to the Company of $12,602,091 after subtracting offering expenses. We issued and sold 203,320 shares of common stock during the six months ended June 30, 2022, in connection with the Sales Agreement at per share prices between $64.60 and $143.60, resulting in net proceeds to the Company of $16,315,741 after subtracting offering expenses. There were no transactions during the three and six months ended June 30, 2023 under the Sales Agreement due to the one-year restrictions discussed in Note 2. |
Stock-Based Payments
Stock-Based Payments | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED PAYMENTS | NOTE 11: STOCK-BASED PAYMENTS The Company has common stock, common stock units, and common stock purchase options and warrants reserved pursuant to the 2022 Omnibus Stock Incentive Plan (“2022 Plan”), 2018 Omnibus Stock Incentive Plan (“2018 Plan”), and the Amended and Restated 2015 Stock Incentive Plan (“2015 Plan”). Stock-based compensation, including stock options, warrants and stock issued for compensation and services is included in the condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 330,714 $ 576,650 $ 649,600 $ 971,077 Research and development 154,711 292,675 310,846 622,576 Sales and marketing 216,662 408,215 436,876 689,654 General and administrative 232,416 534,479 677,718 939,823 Total $ 934,503 $ 1,812,019 $ 2,075,040 $ 3,223,130 2022 Omnibus Stock Incentive Plan On July 29, 2022, Arcimoto’s shareholders approved the 2022 Omnibus Stock Incentive Plan (the “2022 Plan”). The Plan enables the Company to provide additional incentives or awards to Employees, Directors and Consultants. The maximum aggregate number of shares which may be issued pursuant to all awards is 100,000 shares. The 2022 Plan was amended on June 16, 2023 to increase the number of shares available for issuance to 1,600,000. The 2022 Plan provides the Company the ability to grant shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or non-qualified stock options (“NQSOs”) and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. During the six months ended June 30, 2023, the Company issued 100,000 restricted stock awards under the plan, which vested immediately. There is no non-vested compensation expense as of June 30, 2023. Awards that are forfeited generally become available for grant under the 2022 Plan. Stock-based compensation expense under the 2022 Plan for the three and six months ended June 30, 2023 was $82,122 and $258,923, respectively. There was no stock-based compensation expense under the 2022 Plan for the three and six months ended June 30, 2022. 2018 Omnibus Stock Incentive Plan The 2018 Plan authorizing 50,000 shares was approved by the Board of Directors and the Company’s shareholders at the Company’s 2018 annual meeting of shareholders held on June 9, 2018. At the 2019 Annual Meeting, the shareholders approved an additional 50,000 shares of common stock to be issued under the 2018 Plan. On April 20, 2020, the board of directors approved an increase from 100,000 to 200,000 shares; at the annual shareholder meeting on June 20, 2020, the increase was approved by a majority of the shareholders. At the annual shareholder meeting on June 11, 2021, a majority of the shareholders approved an increase from 200,000 to 300,000 shares. The 2018 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or NQSOs and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. As of June 30, 2023, the Company had a remaining reserve of 222,339 shares of common stock under the 2018 Plan for outstanding grants. Since approval of the 2022 Plan, awards that are forfeited no longer become available for grant under the 2018 Plan. Stock-based compensation expense under the 2018 Plan for the three and six months ended June 30, 2023 was $851,912 and $1,814,442, respectively. Stock-based compensation expense under the 2018 Plan for the three and six months ended June 30, 2022 was $1,809,842 and $3,202,222, respectively. During the first half of 2022, unqualified and qualified options to purchase 67,565 shares of common stock were granted to employees and vendors/consultants under the 2018 Plan with a grant date fair value of approximately $5,803,000. The options were valued using the Black-Scholes option pricing model with approximately a 6.1 year expected term, risk free interest rate of 1.8%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 97.14%. These options vest over three years. During the first half of 2022, 19,764 restricted stock were issued to certain personnel and outside consultants with a grant date fair value of approximately $1,406,000. These shares were valued by using the closing date of the Company’s stock price on the date of the grant. The majority of awards to external consultants vest over a one to three-year period except for 2,964 of the awarded units, which vested immediately upon issuance. No options were granted or restricted stock issued during the first half of 2023 under the 2018 Plan. Total compensation cost related to non-vested awards issued under the 2018 Plan not yet recognized as of June 30, 2023 was approximately $3,518,861 and will be recognized on a straight-line basis through July 2025 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. 2015 Stock Incentive Plan The 2015 Plan provides the Company the ability to grant to employees, directors, consultants, or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. 50,000 shares of common stock were authorized for issuance under the 2015 Plan. Since approval of the 2022 Plan, awards that are forfeited no longer become available for grant under the 2015 Plan. As of June 30, 2023, 25,688 shares of common stock were reserved for issuance pursuant to stock options that are outstanding. Stock-based compensation expense under the 2015 Plan for the three and six months ended June 30, 2023 was $469 and $1,675, respectively. Stock-based compensation expense under the 2015 Plan for the three and six months ended June 30, 2022 was $2,177 and $20,908, respectively. There is no non-vested compensation expense as June 30, 2023 as all awards were fully vested as of May 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company might become involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements and other matters arising in the ordinary course of our business. The Company has an accounting policy to record an accrual of legal costs on the basis of an estimate of future legal costs. As of June 30, 2023, the Company had no accrual for future legal costs. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13: RELATED PARTY TRANSACTIONS Arcimoto may, from time to time, sell to its management and employees at a discounted price. Sales to such parties for the three and six months ended June 30, 2023 were not material. Also, from time to time, the Company may make certain purchases from an entity owned by the former Chief Operating Officer. During the first half of 2023, the purchases were not material and the amount owed to the related party was zero at June 30, 2023. On May 26, 2023, the Company entered into a $500,000 promissory note with a director of the Company (the “Related Party Note”). The principal was due and payable in cash on the earlier of (a) June 25, 2023; or (b) the date the Company raises third-party capital in an amount equal to or in excess of the principal (“Maturity Date”) in either cash or, at the option of the holder, in the event the Arcimoto issues convertible promissory notes in an offering led, or participated, by Ducera Investments LLC (“Ducera”) to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties. On the Maturity Date, the Company will pay the holder a fixed interest amount of $75,000 in the Company’s common stock calculated based on the closing stock price on the Maturity Date. The Related Party Note was amended on June 11, 2023. The amendment provided that if the promissory note becomes due because the Company raises third-party capital in an amount equal to or in excess of $500,000, the principal amount shall be paid 50% in cash and 50% in the Company’s common stock based on the closing stock price on the Maturity Date. On June 12, 2023, the Company completed an equity offering raise in excess of $500,000. The Related Party Note matured in connection with the offering, as described above, and was partially repaid with $250,000 in cash. The remaining principal balance and interest are to be settled by the issuance of 201,863 shares of Common Stock, which have not yet been issued. On April 25, 2022, the Company entered into a $4,500,000 convertible promissory note agreement with Ducera, a related party because a partner at Ducera is also a member of the Company’s Board of Directors. Further disclosures are presented in Note 9 - Convertible Notes. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 14: SEGMENT REPORTING Arcimoto has three reportable segments that are identified based on its product lines and services: fun utility vehicles (“FUV”), rental and TMW. The FUV segment consists of the sale of its electric vehicle product lines while the rental segment’s operations involve generating revenue from the short-term rental of its electric vehicles via various channels or networks. The TMW segment, as discussed above, engages in the design, production, sales, and installation of a bolt on kit that converts a two wheeled motorcycle into a tilting three wheeled motorcycle. The reportable segments were identified based on how the Chief Operations Decision Maker (“CODM”), which in the Company’s case, is the Chief Executive Officer (“CEO”), allocates resources to the various operations. The following tables disclose the financial information used by the CODM in allocating the Company’s resources. For the Three Months Ended June 30, 2023 June 30, 2022 FUV Rental TMW Total FUV Rental TMW Total Revenues $ 1,537,412 $ 65,793 $ 157,141 $ 1,760,346 $ 1,015,038 $ 53,818 $ 430,485 $ 1,499,341 Operating loss (6,904,608 ) (160,630 ) (222,530 ) (7,287,768 ) (14,352,646 ) (513,128 ) (311,594 ) (15,177,368 ) Financing costs 4,138,027 — Unrealized loss on convertible note, mortgage loan and warrants 1,516,506 2,145,540 Interest expense, net 210,687 124,171 Other (income) expense, net 48,419 (45,937 ) Income tax (expense) (7,042 ) (3,200 ) Net loss $ (13,208,449 ) $ (17,404,342 ) For the Six Months Ended June 30, 2023 June 30, 2022 FUV Rental TMW Total FUV Rental TMW Total Revenues $ 2,635,663 $ 96,867 $ 381,344 $ 3,113,874 $ 1,530,355 $ 66,317 $ 552,902 $ 2,149,574 Operating loss (13,959,457 ) (433,272 ) (371,217 ) (14,763,946 ) (26,344,494 ) (940,494 ) (821,462 ) (28,106,450 ) Financing costs 5,243,824 — Unrealized (gain) loss on convertible note, mortgage loan and warrants (3,169,138 ) 2,145,540 Interest expense, net 311,786 173,906 Loss on debt extinguishment 2,925,610 — Other (income) expense, net 15,901 (71,196 ) Income tax (expense) (7,042 ) (3,200 ) Net loss $ (20,098,971 ) $ (30,357,900 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS The Company evaluates subsequent events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued and up to the time of filing with the Securities and Exchange Commission. The discussions that follow reflect this evaluation. On July 14, 2023, the Company signed an extension for the Mortgage Loan, which extended the maturity date by six months to February 17, 2024. As a result of the extension, the Company will pay a $300,000 facility fee and an additional $600,000 fee. On August 8, 2023, the Company signed two promissory notes totaling $660,000 at an original issue discount purchase price of $600,000. The principal of $660,000 is due on August 15, 2023. Prior to the maturity on August 15, 2023, the notes shall not bear interest. The noteholders have the right to convert any outstanding principal balance of the note, in whole or in part, into securities of the Company at a rate of 125% of the converted principal amount in connection with any new financing of the Company. If any event of default occurs, the full principal amount of the note shall become, at the payee’s election, immediately due and payable in cash. Commencing 3 days after the occurrence of any event of default that results in the acceleration of the note, interest accrues at the rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
1-for-20 Reverse Stock Split | 1-for-20 Reverse Stock Split On November 11, 2022, the Board of Directors approved a reverse stock split of 1-for-20. This action enabled the Company to access additional funds for operational needs by maintaining its listing requirements. The 1-for-20 reverse stock split decreased the number of outstanding shares and increased net loss per common share. All per share and share amounts presented have been retroactively adjusted for the effect of this reverse stock split for all periods presented. |
Going Concern | Going Concern The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred significant losses since inception and management expects losses to continue for the foreseeable future. In addition, the Company does not have sufficient cash on hand to pay obligations as they come due. On January 14, 2022 the Company entered into an agreement with Canaccord Genuity LLC (“Canaccord”) to raise the at-the-market (“ATM”) offering amount to $100,000,000, and on October 4, 2022, the Company signed an equity line of credit (“ELOC”) agreement with Tumim Stone Capital LLC whereby the investor will provide up to $50,000,000 of financing with certain restrictions. On January 18, 2023, the Company obtained additional funds totaling $12.0 million via a confidentially marketed public equity offering. Due to the terms of this offering, the Company is restricted from variable rate transactions and, thus, unable to utilize the ATM and ELOC to raise additional capital for a period of one year from January 18, 2023, the date the Prospectus Supplement was filed. The terms of this offering also restricted equity transactions for a period of 90 days unless approved by more than 50% of the investors in the offering filed on January 18, 2023. After that 90 day period, the Company became able to offer to sell its securities in a public offering under its S-3 registration. However, this ability to obtain additional financing is dependent on the price and volume of the Company’s common stock and may be further restricted by certain Securities and Exchange Commission (“SEC”) rules that limit the number of shares the Company is able to sell under its Form S-3 registration statement. During 2023, the Company obtained a loan that is secured by the Company’s land and buildings as disclosed in Note 6 - Mortgage Loan. The principal amount of this loan is $6,000,000 and includes a discount of $600,000. The interest rate on this loan is 20% and the loan was originally due in August 2023 unless an additional six-month extension is granted. The extension can only be granted under certain conditions, which include, in part, payment of all accrued interest and a facility fee of $300,000 and that no event or potential event of a default exists. On July 14, 2023, the Company was granted an additional six-month extension and the loan is now due in February 2024 (see Note 15 Subsequent Events). The Company also received a $500,000 loan from a related party in May 2023 and raised approximately $2,300,000, net of fees, from a registered direct offering in June 2023. Furthermore, the Company’s accounts payable balance is approximately $8,200,000 at August 9, 2023, of which a significant amount is more than 30 days past due. Management has evaluated these conditions and concluded that they raise substantial doubt about the Company’s ability to continue as a going concern for at least a period of one year from the issuance of these unaudited financial statements. Management has initiated a series of actions to alleviate the Company’s financial situation: (1) reducing headcount significantly via lay-offs and an unpaid furlough program that started at the beginning of the fourth quarter of 2022 and may likely continue into the foreseeable future; (2) temporarily suspending production in the first quarter of 2023 in order to relocate operations to a new facility and focus purchases on the minimum needed to resume production, which was resumed in February 2023; (3) negotiating payment plans with the Company’s vendors that are critical to the Company’s operations; and (4) monetizing assets that may not be critical to the core business. Management also plans to pursue other financing solutions through the credit and equity markets. There can be no assurance that the Company will be able to secure such additional financing or, if available, that it will be on favorable terms or that the Company will be able to sufficiently reduce costs for any such additional financing to meet its needs. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of June 30, 2023, and the results of its operations for the three and six months ended June 30, 2023 and 2022 and its cash flows for the six months ended June 30, 2023 and 2022. Results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2023. The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and its related disclosures. Actual amounts could differ materially from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Inventory | Inventory Inventory is stated at the lower of cost (using the first-in, first-out method (“FIFO”)) or net realizable value. Inventories consist mainly of purchased electric motors, electrical storage and transmission equipment, and component parts. Raw materials include parts that have been sub-assembled and manufactured parts. June 30, December 31, Raw materials $ 10,036,060 $ 11,491,555 Work in progress 142,924 — Finished goods 877,878 832,462 Total $ 11,056,862 $ 12,324,017 The Company is required to remit partial prepayments for some purchases of its inventories acquired from overseas vendors which are included in prepaid inventory. The Company is currently selling vehicles below the base cost of a finished unit. Accordingly, the Company expensed all labor and overhead as period costs and recorded an allowance to reduce certain inventories to net realizable value of approximately $948,000 and $1,280,000 as of June 30, 2023 and December 31, 2022, respectively. The amount expensed for all labor and overhead was approximately $3,456,000 and $7,073,000 for the six months ended June 30, 2023 and 2022, respectively, and $1,836,000 and $4,024,000 for the three months ended June 30, 2023 and 2022, respectively. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of trade names/trademarks, proprietary technology, and customer relationships. They are amortized using the straight-lined method over a period of 10 to 14 years. The Company assesses the recoverability of its finite-lived intangible assets when there are indications of potential impairment. |
Net Loss per Share | Net Loss per Share The Company’s computation of loss per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the loss available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. During the three and six months ended June 30, 2023 and 2022, the Company excluded the outstanding Employee Equity Plans (“EEP”) and other securities summarized below calculated using the Treasury Stock Method for options and other instruments and the If-Converted Method for convertible notes, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Options and other instruments under the 2012, 2015, 2018, and 2022 Plans to purchase common stock — 40,708 — 53,350 Conversion of convertible notes, if-converted method 58,126 38,368 58,126 13,991 Total 58,126 79,076 58,126 67,341 |
Convertible Notes, Mortgage Loan and Warrants | Convertible Notes, Mortgage Loan and Warrants We have elected the fair value option under ASC 825-10-25 to account for the $4,500,000 and $10,000,000 convertible notes, as well as the mortgage loan and warrants. We have utilized a binomial lattice methodology in estimating the fair values of the convertible notes. The mortgage loan fair value was estimated using a discounted cash flow model. The warrant fair values were estimated using a Black Scholes model. The fair value measurements are classified as Level 2 under the fair value hierarchy as provided by ASC 820, “Fair Value Measurement”. The fair valuation of these convertible notes, mortgage loan and warrants use inputs other than quoted prices that are observable either directly or indirectly. Under this option, changes in fair value are recorded as unrealized gain/loss on convertible notes, mortgage loan and warrants fair value in the Condensed Consolidated Statements of Operations. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which replaces the current incurred loss methodology with an expected loss methodology which is referred to as the current expected credit loss (“CECL”) methodology. The measurement of credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivables and trade accounts receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investment in leases recognized by a lessor in accordance with Accounting Standards Codification (“ASC”) Topic 842 – Leases. ASU 2016-13 also made changes to the accounting for available-for-sale debt securities and requires credit losses to be presented as an allowance rather than as a write-down on such securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted the provisions of this ASU effective January 1, 2023. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Inventory | Inventory is stated at the lower of cost (using the first-in, first-out method (“FIFO”)) or net realizable value. Inventories consist mainly of purchased electric motors, electrical storage and transmission equipment, and component parts. Raw materials include parts that have been sub-assembled and manufactured parts. June 30, December 31, Raw materials $ 10,036,060 $ 11,491,555 Work in progress 142,924 — Finished goods 877,878 832,462 Total $ 11,056,862 $ 12,324,017 |
Schedule of Earnings Per Share Anti-Dilutive | During the three and six months ended June 30, 2023 and 2022, the Company excluded the outstanding Employee Equity Plans (“EEP”) and other securities summarized below calculated using the Treasury Stock Method for options and other instruments and the If-Converted Method for convertible notes, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Options and other instruments under the 2012, 2015, 2018, and 2022 Plans to purchase common stock — 40,708 — 53,350 Conversion of convertible notes, if-converted method 58,126 38,368 58,126 13,991 Total 58,126 79,076 58,126 67,341 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of June 30, 2023 and December 31, 2022, the Company’s property and equipment consisted of the following: June 30, December 31, Land $ 4,743,526 $ 4,743,526 Buildings 8,006,474 8,006,474 Machinery and equipment 9,496,537 8,443,047 Fixed assets in process 7,875,370 8,569,163 Leasehold improvements 1,193,771 1,193,771 FUV fleet 645,818 1,089,888 FUV rental fleet 1,994,281 2,646,379 Computer equipment and software 226,915 226,915 Vehicles 748,707 748,707 Furniture and fixtures 52,007 52,007 Total property and equipment 34,983,406 35,719,877 Less: Accumulated depreciation (6,823,803 ) (5,897,083 ) Total $ 28,159,603 $ 29,822,794 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the Company’s intangible assets: June 30, 2023 Estimated Gross Carrying Accumulated Net Book Value Tradename and trademarks 14 $ 2,052,000 $ (346,794 ) $ 1,705,206 Proprietary technology 13 7,010,000 (1,296,722 ) 5,713,278 Customer relationships 10 1,586,000 (381,395 ) 1,204,605 $ 10,648,000 $ (2,024,911 ) $ 8,623,089 December 31, 2022 Estimated Gross Carrying Accumulated Net Book Value Tradename and trademarks 14 $ 2,052,000 $ (273,508 ) $ 1,778,492 Proprietary technology 13 7,010,000 (1,027,107 ) 5,982,893 Customer relationships 10 1,586,000 (302,095 ) 1,283,905 $ 10,648,000 $ (1,602,710 ) $ 9,045,290 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases (Tables) [Line Items] | |
Schedule of the Components of Operating Lease Expense | The components of operating lease expense recorded in the condensed consolidated statements of operations were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 195,808 $ 183,514 $ 391,616 $ 355,979 Short-term lease cost 24,818 34,520 67,497 52,251 Total lease cost $ 220,626 $ 218,034 $ 459,113 $ 408,230 |
Schedule of Right of Use Assets and Lease Liabilities for Operating Leases | Right of use assets and lease liabilities for operating leases were recorded in the condensed consolidated balance sheets as follows: June 30, December 31, Operating lease right-of-use assets $ 996,999 $ 1,336,826 Operating lease liabilities, current $ 563,781 $ 666,542 Operating lease liabilities, long-term 495,600 744,142 Total operating lease liabilities $ 1,059,381 $ 1,410,684 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s operating leases was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 202,199 $ 186,887 $ 403,092 $ 360,396 |
Schedule of Right of Use Assets and Lease Liabilities for Finance Leases | Right of use assets and lease liabilities for finance leases were recorded in the condensed consolidated balance sheets as follows: June 30, December 31, Property and equipment, net $ 3,021,927 $ 2,672,177 Finance lease liabilities, current $ 401,917 $ 441,523 Finance lease liabilities, long-term 1,061,557 858,488 Total finance lease liabilities $ 1,463,474 $ 1,300,011 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s finance leases was as follows: Six Months Ended June 30, 2023 2022 Operating cash flows from finance leases $ (42,475 ) $ 29,978 Financing cash flows from finance leases $ (303,528 ) $ (194,660 ) |
Schedule of Amortization and Interest Expense Information | Amortization and interest expense information related to the Company’s finance leases was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 73,871 $ 50,143 $ 130,082 $ 95,105 Interest expense $ 23,169 $ 14,703 $ 42,475 $ 29,979 |
Operating Leases [Member] | |
Leases (Tables) [Line Items] | |
Schedule of Future Minimum Lease Payments | As of June 30, 2023, future minimum lease payments required under operating leases are as follows: 2023 (Remainder) $ 353,195 2024 511,786 2025 230,858 2026 58,433 2027 — Thereafter — Total minimum lease payments 1,154,272 Less: imputed interest (94,891 ) Total $ 1,059,381 |
Finance Leases [Member] | |
Leases (Tables) [Line Items] | |
Schedule of Future Minimum Lease Payments | As of June 30, 2023, future minimum lease payments required under finance leases are as follows: 2023 (Remainder) $ 245,226 2024 463,547 2025 463,547 2026 327,444 2027 110,937 Thereafter 18,490 Total minimum lease payments $ 1,629,191 Less: imputed interest (165,717 ) Total $ 1,463,474 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation, Including Stock Options, Warrants and Stock Issued for Compensation and Services | Stock-based compensation, including stock options, warrants and stock issued for compensation and services is included in the condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 330,714 $ 576,650 $ 649,600 $ 971,077 Research and development 154,711 292,675 310,846 622,576 Sales and marketing 216,662 408,215 436,876 689,654 General and administrative 232,416 534,479 677,718 939,823 Total $ 934,503 $ 1,812,019 $ 2,075,040 $ 3,223,130 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue from Segments to Consolidated | The following tables disclose the financial information used by the CODM in allocating the Company’s resources. For the Three Months Ended June 30, 2023 June 30, 2022 FUV Rental TMW Total FUV Rental TMW Total Revenues $ 1,537,412 $ 65,793 $ 157,141 $ 1,760,346 $ 1,015,038 $ 53,818 $ 430,485 $ 1,499,341 Operating loss (6,904,608 ) (160,630 ) (222,530 ) (7,287,768 ) (14,352,646 ) (513,128 ) (311,594 ) (15,177,368 ) Financing costs 4,138,027 — Unrealized loss on convertible note, mortgage loan and warrants 1,516,506 2,145,540 Interest expense, net 210,687 124,171 Other (income) expense, net 48,419 (45,937 ) Income tax (expense) (7,042 ) (3,200 ) Net loss $ (13,208,449 ) $ (17,404,342 ) For the Six Months Ended June 30, 2023 June 30, 2022 FUV Rental TMW Total FUV Rental TMW Total Revenues $ 2,635,663 $ 96,867 $ 381,344 $ 3,113,874 $ 1,530,355 $ 66,317 $ 552,902 $ 2,149,574 Operating loss (13,959,457 ) (433,272 ) (371,217 ) (14,763,946 ) (26,344,494 ) (940,494 ) (821,462 ) (28,106,450 ) Financing costs 5,243,824 — Unrealized (gain) loss on convertible note, mortgage loan and warrants (3,169,138 ) 2,145,540 Interest expense, net 311,786 173,906 Loss on debt extinguishment 2,925,610 — Other (income) expense, net 15,901 (71,196 ) Income tax (expense) (7,042 ) (3,200 ) Net loss $ (20,098,971 ) $ (30,357,900 ) |
Nature of Operations (Details)
Nature of Operations (Details) | Feb. 17, 2023 USD ($) |
Arcimoto, Inc [Member] | Secured Debt [Member] | |
Nature of Operations (Details) [Line Items] | |
Loan secured amount | $ 6,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 17, 2023 | Oct. 04, 2022 | Jan. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Aug. 31, 2023 | Aug. 09, 2023 | May 30, 2023 | Dec. 31, 2022 | Apr. 25, 2022 | Jan. 14, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Offering amount | $ 100,000,000 | |||||||||||
Equity distribution, maximum amount | $ 50,000,000 | |||||||||||
Percentage of offering price | 50% | |||||||||||
Debt instrument, face amount | $ 6,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||
Debt instrument, fee amount of extension | $ 300,000 | 300,000 | ||||||||||
Deferred offering costs | 2,300,000 | 2,300,000 | ||||||||||
Accounts payable | $ 8,200,000 | |||||||||||
Accounts receivable | 948,000 | 948,000 | $ 1,280,000 | |||||||||
Inventory net | 3,456,000 | $ 7,073,000 | $ 3,456,000 | |||||||||
Labor and overhead expense | $ 1,836,000 | $ 4,024,000 | ||||||||||
Minimum [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Intangible assets amortized useful life | 10 years | 10 years | ||||||||||
Maximum [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Intangible assets amortized useful life | 14 years | 14 years | ||||||||||
Secured Debt [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Debt instrument, face amount | $ 6,000,000 | $ 6,000,000 | ||||||||||
Debt instrument, unamortized discount, total | 600,000 | 600,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 20% | |||||||||||
Convertible Promissory Note [Member] | Ducera Investments LLC [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Debt instrument, face amount | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | |||||||||
Debt instrument, interest rate, stated percentage | 10% | |||||||||||
Equity Line of Credit [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 12,000,000 | |||||||||||
LLC [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Deferred offering costs | $ 500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Inventory - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 10,036,060 | $ 11,491,555 |
Work in progress | 142,924 | |
Finished goods | 877,878 | 832,462 |
Total | $ 11,056,862 | $ 12,324,017 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Anti-Dilutive - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 58,126 | 79,076 | 58,126 | 67,341 |
Options and other instruments under the 2012, 2015, 2018, and 2022 Plans to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 40,708 | 53,350 | ||
Conversion of convertible notes, if-converted method | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 58,126 | 38,368 | 58,126 | 13,991 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 677,000 | $ 810,000 | $ 1,381,000 | $ 1,307,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,983,406 | $ 35,719,877 |
Less: Accumulated depreciation | (6,823,803) | (5,897,083) |
Total | 28,159,603 | 29,822,794 |
Land [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,743,526 | 4,743,526 |
Building [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,006,474 | 8,006,474 |
Machinery and equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,496,537 | 8,443,047 |
Fixed assets in process [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,875,370 | 8,569,163 |
Leasehold improvements [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,193,771 | 1,193,771 |
FUV fleet [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 645,818 | 1,089,888 |
FUV rental fleet [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,994,281 | 2,646,379 |
Computer equipment and software [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 226,915 | 226,915 |
Vehicles [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 748,707 | 748,707 |
Furniture and fixtures [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 52,007 | $ 52,007 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 211,000 | $ 210,000 | $ 422,000 | $ 421,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,648,000 | $ 10,648,000 |
Accumulated Amortization | (2,024,911) | (1,602,710) |
Net Book Value | $ 8,623,089 | $ 9,045,290 |
Tradename and trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 14 years | 14 years |
Gross Carrying Amount | $ 2,052,000 | $ 2,052,000 |
Accumulated Amortization | (346,794) | (273,508) |
Net Book Value | $ 1,705,206 | $ 1,778,492 |
Proprietary technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 13 years | 13 years |
Gross Carrying Amount | $ 7,010,000 | $ 7,010,000 |
Accumulated Amortization | (1,296,722) | (1,027,107) |
Net Book Value | $ 5,713,278 | $ 5,982,893 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 10 years | 10 years |
Gross Carrying Amount | $ 1,586,000 | $ 1,586,000 |
Accumulated Amortization | (381,395) | (302,095) |
Net Book Value | $ 1,204,605 | $ 1,283,905 |
Customer Deposits (Details)
Customer Deposits (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Customer Deposits (Details) [Line Items] | |||||
Customer non refundable deposits | $ 2,500 | $ 2,500 | |||
Customer non refundable deposits reduced | 500 | 500 | |||
Non refundable deposits | $ 170,100 | $ 170,100 | $ 268,300 | ||
Non-refundable customer deposits | 1,760,346 | $ 1,499,341 | 3,113,874 | $ 2,149,574 | |
Customer deposits current | 789,800 | 962,300 | |||
TMW Product Line [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Refundable Deposits | 68,000 | 68,000 | 112,000 | ||
Non-refundable customer deposits | 28,200 | 51,400 | |||
MLM [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Refundable Deposits | 121,400 | 121,400 | 120,600 | ||
Refundable deposits per unit (in Dollars per share) | $ 100 | ||||
Minimum [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Refundable Deposits | $ 402,100 | 402,100 | |||
Maximum [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Refundable Deposits | $ 410,000 | ||||
Retail Production Vehicles [Member] | Minimum [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Customer deposits per vehicle | 100 | ||||
Retail Production Vehicles [Member] | Maximum [Member] | |||||
Customer Deposits (Details) [Line Items] | |||||
Customer deposits per vehicle | $ 500 |
Mortgage Loan (Details)
Mortgage Loan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 17, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Aug. 31, 2023 | |
Mortgage Loan (Details) [Line Items] | ||||
Mortgage Loan | $ 6,000,000 | $ 10,000,000 | $ 10,000,000 | |
Mortgage Loan Description | The loan (i) has an initial term of six months with the possibility of a further six month extension upon the satisfaction of certain conditions; (ii) has an interest rate equal to 20% per annum of the first six months (with the possibility of retroactive reduction to 10% if repaid in full within such six (6) months without an event of default having occurred) and zero percent (0%) per annum for the six (6) month extension period; (iii) requires an upfront fee to Lender of $600,000 on the date the loan is made (and an additional facility fee to Lender of $300,000 if the loan is not repaid in full within the first six (6) months or if an event of default occurs); (iv) requires that, in the event of prepayment, a minimum of $600,000 in interest must have been paid (with the possibility of reduction to $300,000 if repaid in full within the first six (6) months if no event of default has occurred); (v) provides that $500,000 of the loan amount is retained as a holdback by Lender for disbursement to Borrower only after certain construction is completed at the real property and the cost of such construction is paid in full by Borrower; (vi) contemplates an increase in the interest rate if an event of default occurs; (vii) is fully guaranteed by Holdings and is subject to a limited recourse guaranty by the Company. The $500,000 holdback was received by the Company during the quarter ended June 30, 2023. On July 14, 2023, the Company extended the maturity date of the loan six months to February 2024. | |||
Mortage loan fee | 600,000 | 600,000 | ||
Fee amount of extension | $ 300,000 | 300,000 | ||
Mortgage loan | 336,194 | |||
Unrealized loss on securities | 1,367,125 | 1,590,085 | ||
Fair value loan | 7,590,085 | 7,590,085 | ||
Secured Debt [Member] | ||||
Mortgage Loan (Details) [Line Items] | ||||
Mortgage Loan | $ 6,000,000 | $ 6,000,000 | ||
Interest rate, stated percentage | 20% | |||
H R E F U V Lending L L C [Member] | Secured Debt [Member] | ||||
Mortgage Loan (Details) [Line Items] | ||||
Initial term | 6 months | |||
Extension period | 6 months | |||
Interest rate, stated percentage | 20% | |||
Retroactive reduction | 10% | |||
Interest rate for extension period | 0% | |||
Mortage loan fee | $ 600,000 | |||
Hold back amount | $ 500,000 |
Equipment Notes Payable (Detail
Equipment Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equipment Notes Payable (Details) [Line Items] | ||
Financed amount | $ 1,936,000 | |
Equipment financing notes payable | 36,300 | |
Financing notes payable | 1,140,000 | $ 1,351,000 |
Minimum [Member] | ||
Equipment Notes Payable (Details) [Line Items] | ||
Installment amount | $ 300 | |
Installment period | 60 years | |
Interest percentage | 1.99% | |
Maximum [Member] | ||
Equipment Notes Payable (Details) [Line Items] | ||
Installment amount | $ 12,000 | |
Installment period | 72 years | |
Interest percentage | 9.90% |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases (Details) [Line Items] | ||
Lease term for operating leases | 2 years 7 days | |
Weighted-average incremental borrowing rate percentage | 8.70% | |
Total of lease agreements | $ 2,211,000 | |
Lessee finance lease monthly payment | $ 61,000 | |
Underlying assets | $3,901,000 | |
Accumulated Depreciation | $ 879,000 | |
Balance of finance lease obligations | $ 1,463,474 | $ 1,300,011 |
Weighted-average remaining lease term for finance leases | 3 years 6 months 21 days | |
Weighted-average incremental borrowing rate percentage | 4.55% | |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease finance lease monthly payments | $ 1,500 | |
Effective interest rates percentage | 2.67% | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease finance lease monthly payments | $ 14,000 | |
Effective interest rates percentage | 8.51% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of the Components of Operating Lease Expense - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of the Components of Operating Lease Expense [Abstract] | ||||
Operating lease cost | $ 195,808 | $ 183,514 | $ 391,616 | $ 355,979 |
Short-term lease cost | 24,818 | 34,520 | 67,497 | 52,251 |
Total lease cost | $ 220,626 | $ 218,034 | $ 459,113 | $ 408,230 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities for Operating Leases - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Right of Use Assets and Lease Liabilities for Operating Leases [Abstract] | ||
Operating lease right-of-use assets | $ 996,999 | $ 1,336,826 |
Operating lease liabilities, current | 563,781 | 666,542 |
Operating lease liabilities, long-term | 495,600 | 744,142 |
Total operating lease liabilities | $ 1,059,381 | $ 1,410,684 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Supplemental Cash Flow Information [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 202,199 | $ 186,887 | $ 403,092 | $ 360,396 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Future Minimum Lease Payments - Operating Leases [Member] | Jun. 30, 2023 USD ($) |
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items] | |
2023 (Remainder) | $ 353,195 |
2024 | 511,786 |
2025 | 230,858 |
2026 | 58,433 |
2027 | |
Thereafter | |
Total minimum lease payments | 1,154,272 |
Less: imputed interest | (94,891) |
Total | $ 1,059,381 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities for Finance Leases - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Right of Use Assets and Lease Liabilities for Finance Leases [Abstract] | ||
Property and equipment, net | $ 3,021,927 | $ 2,672,177 |
Finance lease liabilities, current | 401,917 | 441,523 |
Finance lease liabilities, long-term | 1,061,557 | 858,488 |
Total finance lease liabilities | $ 1,463,474 | $ 1,300,011 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows from finance leases | $ (42,475) | $ 29,978 |
Financing cash flows from finance leases | $ (303,528) | $ (194,660) |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of Amortization and Interest Expense Information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Amortization and Interest Expense Information [Abstract] | ||||
Amortization expense | $ 73,871 | $ 50,143 | $ 130,082 | $ 95,105 |
Interest expense | $ 23,169 | $ 14,703 | $ 42,475 | $ 29,979 |
Leases (Details) - Schedule o_8
Leases (Details) - Schedule of Future Minimum Lease Payments - Finance Leases [Member] | Jun. 30, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
2023 (Remainder) | $ 245,226 |
2024 | 463,547 |
2025 | 463,547 |
2026 | 327,444 |
2027 | 110,937 |
Thereafter | 18,490 |
Total minimum lease payments | 1,629,191 |
Less: imputed interest | (165,717) |
Total | $ 1,463,474 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 01, 2022 | Sep. 01, 2022 | Apr. 25, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 17, 2023 | Jan. 23, 2023 | Dec. 31, 2022 | |
Convertible Notes (Details) [Line Items] | |||||||||||
Issued amount | $ 10,000,000 | $ 10,000,000 | $ 6,000,000 | ||||||||
Market value | 4,500,000 | 4,500,000 | |||||||||
Unrealized (loss) gain | $ 2,145,540 | $ 2,145,540 | |||||||||
Long-term liability | 4,604,130 | 4,604,130 | $ 4,887,690 | ||||||||
Convertible Note, payable | 10,000,000 | 10,000,000 | |||||||||
Remaining shareholder amount | 10,000,000 | 10,000,000 | |||||||||
Discount percentage | 8% | ||||||||||
Share of common stock (in Dollars per share) | $ 50 | $ 50 | |||||||||
Allocated amount | 598,670 | 598,670 | |||||||||
Unrealized (loss) gain | 1,516,506 | $ 2,145,540 | (3,169,138) | $ 2,145,540 | |||||||
Convertible debt | 5,639,231 | ||||||||||
Expected term | 4 years 8 months 1 day | ||||||||||
Risk free interest rate | 4.15% | ||||||||||
Dividend yield | 0% | ||||||||||
Stock price volatility | 116.50% | ||||||||||
Warrant liabilities | 125,022 | 125,022 | 374,474 | ||||||||
Warrant [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Issued amount | 25,000 | 25,000 | |||||||||
Unrealized (loss) gain | $ (33,046) | $ 249,452 | |||||||||
Share of common stock (in Dollars per share) | $ 200 | $ 200 | |||||||||
Warrants in Connection with Securities Purchase Agreement [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 25,000 | 25,000 | |||||||||
Net proceeds | $ 9,400,000 | ||||||||||
Warrants Fair Value | $ 598,670 | ||||||||||
Convertible Promissory Note [Member] | Ducera Investments LLC [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Issued amount | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||||||||
Accrued interest rate | 10% | ||||||||||
Debt instrument, term | 5 years | ||||||||||
Price per unit (in Dollars per share) | $ 140 | $ 140 | |||||||||
Pre reverse split (in Dollars per share) | 7 | 7 | |||||||||
Convertible Promissory Note [Member] | Ducera Investments LLC [Member] | Minimum [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Price per unit (in Dollars per share) | 86.6 | 86.6 | |||||||||
Pre reverse split (in Dollars per share) | $ 4.33 | $ 4.33 | |||||||||
Senior Secured Convertible Note [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Accrued interest rate | 15% | ||||||||||
Price per unit (in Dollars per share) | $ 5 | ||||||||||
Principal amount | $ 10,000,000 | ||||||||||
Original issue discount | $ 600,000 | 600,000 | |||||||||
Coupon rate | 6% | ||||||||||
Debt issuance costs | 8,801,330 | 8,801,330 | |||||||||
Other expense(income) | 232,669 | 232,669 | |||||||||
Unrealized (loss) gain | 15,820 | 0 | |||||||||
Carrying value | $ 2,925,610 | ||||||||||
Convertible debt | $ 5,639,231 | ||||||||||
Debt [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Unrealized (loss) gain | (534,030) | 283,560 | |||||||||
Securities Purchase Agreement [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Principal amount | 20,000,000 | ||||||||||
Nasdaq Stock Market LLC [Member] | |||||||||||
Convertible Notes (Details) [Line Items] | |||||||||||
Market value | $ 4,500,000 | $ 4,500,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 12, 2023 | Jan. 14, 2022 | Jan. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 1,500,000 | 1,500,000 | 1,500,000 | |||||
Initial public offering raising price | $ 15,000,000 | |||||||
Purchase up to shares of common stock (in Shares) | 4,000,000 | 363,577 | 378,296 | |||||
Earning per share basic (in Dollars per share) | $ (1.71) | $ (8.8) | $ (2.82) | $ (15.66) | ||||
Warrant exercise price per share (in Dollars per share) | $ 1.75 | $ 0.0001 | $ 0.0001 | |||||
Proceeds from stock option exercised | $ 70 | $ 70 | $ 20,000 | |||||
Warrant exercise price per share (in Dollars per share) | $ 50 | $ 50 | ||||||
Restricted stock units vested of common shares (in Shares) | 4,800 | 4,800 | ||||||
Shares of common stock (in Shares) | 3,300,000 | |||||||
Offering price per share (in Dollars per share) | $ 1.7 | $ 3 | $ 2.9999 | |||||
Exercise price per share (in Dollars per share) | 0.0001 | |||||||
Common warrant exercise price (in Dollars per share) | $ 3 | |||||||
Fair value | $ 2,362,914 | $ 7,951,393 | $ 4,249,751 | |||||
Unrealized (loss) gain | $ 122,694 | 3,701,642 | ||||||
Gross proceeds | 2,500,000 | |||||||
Fees and other expenses | 11,000,000 | |||||||
Net proceeds offering repay | 7,500,000 | |||||||
Aggregate shares (in Shares) | 1,467,648 | |||||||
(in Shares) | 2,935,296 | |||||||
Net proceeds offering | 2,300,000 | |||||||
Net proceeds | 250,000 | |||||||
Warrants issued | $ 3,906,366 | |||||||
Purchasers of fair value | $ 3,495,168 | $ 3,495,168 | ||||||
Common shares issued (in Shares) | 1,467,648 | 8,805,897 | 8,805,897 | 3,209,838 | ||||
Warrants of fair value | $ 95,740 | |||||||
Fair value of remeasured | $ 85,320 | $ 85,320 | ||||||
Issued and sold shares (in Shares) | 175,306 | 203,320 | 175,306 | 203,320 | ||||
Offering expense | $ 12,602,091 | $ 16,315,741 | $ 12,602,091 | $ 16,315,741 | ||||
Equity Incentive Plan [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Purchase up to shares of common stock (in Shares) | 7,033,825 | 25,000 | ||||||
Stock units, options and warrants outstanding (in Shares) | 363,577 | 363,577 | 278,296 | |||||
Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 5,000,000 | 5,000,000 | ||||||
Exercise of Stock Options and Warrants [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Employee options (in Shares) | 1,978 | |||||||
Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Total proceeds | $ 83,456 | |||||||
Earning per share basic (in Dollars per share) | $ 34.2 | |||||||
Maximum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Earning per share basic (in Dollars per share) | 50 | |||||||
Price per share (in Dollars per share) | $ 97.8 | $ 143.6 | $ 97.8 | 143.6 | ||||
Warrant [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Purchase up to shares of common stock (in Shares) | 700,000 | |||||||
Exercise price (in Dollars per share) | $ 34.2 | |||||||
Employee options (in Shares) | 700,000 | 700,000 | ||||||
Fair value | $ 1,404,374 | $ 1,735,941 | ||||||
Gross proceeds | $ 12,000,000 | |||||||
Unrealized (loss) gain | $ 421,618 | $ 421,618 | ||||||
Warrant [Member] | Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Total proceeds | $ 30,391 | |||||||
Placement Agent warrants [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Warrant exercise price per share (in Dollars per share) | $ 1.87 | $ 1.87 | ||||||
Warrant issued (in Shares) | 73,529 | 73,529 | ||||||
Series A-1 Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 1,500,000 | 1,500,000 | ||||||
Class C Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Sales Agreement [Member[ | Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 64.6 | $ 64.6 | $ 64.6 | 64.6 | ||||
Equity Distribution Agreement [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Aggregate gross proceeds | $ 100,000,000 | |||||||
Investor [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Warrants issued | $ 275,000 | |||||||
Aggregate purchase price percentage | 5% | |||||||
Investor [Member] | Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Shares Percentage | 5% | |||||||
Employee Stock Option [Member] | Warrant [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Proceeds from stock option exercised | $ 20,000 | |||||||
Warrant exercise price per share (in Dollars per share) | $ 50 | $ 50 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 16, 2023 | Sep. 01, 2022 | Jun. 11, 2021 | Apr. 20, 2020 | Jun. 09, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 29, 2022 | |
Stock-Based Payments (Details) [Line Items] | ||||||||||
Number of shares available for issuance | 1,600,000 | |||||||||
Aggregate number of shares issued | 100,000 | |||||||||
Shares issued | 175,306 | 203,320 | 175,306 | 203,320 | ||||||
Risk free interest rate | 4.15% | |||||||||
Dividend yield rate | 0% | |||||||||
Stock price volatility rate | 116.50% | |||||||||
Grant date fair value | $ 1,406,000 | $ 1,406,000 | ||||||||
2022 Omnibus Stock Incentive Plan [Member] | ||||||||||
Stock-Based Payments (Details) [Line Items] | ||||||||||
Aggregate shares | 100,000 | |||||||||
Stock-based compensation expense | $ 82,122 | $ 258,923 | ||||||||
2018 Omnibus Stock Incentive Plan [Member] | ||||||||||
Stock-Based Payments (Details) [Line Items] | ||||||||||
Options authorized | 50,000 | |||||||||
Additional shares of common stock | 50,000 | |||||||||
Common stock shares | 222,339 | |||||||||
Stock-based compensation expense | $ 851,912 | 1,809,842 | $ 1,814,442 | $ 3,202,222 | ||||||
Granted Shares | 67,565 | |||||||||
Fair value grant | $ 5,803,000 | |||||||||
Year expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | ||||||||
Risk free interest rate | 1.80% | |||||||||
Dividend yield rate | 0% | |||||||||
Stock price volatility rate | 97.14% | |||||||||
Restricted stock issued | 19,764 | |||||||||
Issuance shares awards units | $ 2,964 | |||||||||
Total compensation cost | $ 3,518,861 | $ 3,518,861 | ||||||||
Stock-based compensation, description | 2015 Stock Incentive PlanThe 2015 Plan provides the Company the ability to grant to employees, directors, consultants, or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. 50,000 shares of common stock were authorized for issuance under the 2015 Plan. Since approval of the 2022 Plan, awards that are forfeited no longer become available for grant under the 2015 Plan. | |||||||||
Two Thousand Fifteen Stock Incentive Plan [Member] | ||||||||||
Stock-Based Payments (Details) [Line Items] | ||||||||||
Stock-based compensation expense | $ 469 | $ 2,177 | $ 1,675 | $ 20,908 | ||||||
Shares of common stock | 50,000,000,000 | 50,000,000,000 | ||||||||
Shares of common stock | 25,688 | 25,688 | ||||||||
Minimum [Member] | 2018 Omnibus Stock Incentive Plan [Member] | ||||||||||
Stock-Based Payments (Details) [Line Items] | ||||||||||
Shares issued | 200,000 | 100,000 | ||||||||
Maximum [Member] | 2018 Omnibus Stock Incentive Plan [Member] | ||||||||||
Stock-Based Payments (Details) [Line Items] | ||||||||||
Common share purchase | 300,000 | 200,000 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of Compensation, Including Stock Options, Warrants and Stock Issued for Compensation and Services - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 934,503 | $ 1,812,019 | $ 2,075,040 | $ 3,223,130 |
Cost of goods sold [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 330,714 | 576,650 | 649,600 | 971,077 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 154,711 | 292,675 | 310,846 | 622,576 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 216,662 | 408,215 | 436,876 | 689,654 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 232,416 | $ 534,479 | $ 677,718 | $ 939,823 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 12, 2023 | Jun. 11, 2023 | Jun. 30, 2023 | May 26, 2023 | Apr. 25, 2022 |
Related Party Transactions (Details) [Line Items] | |||||
Issued promissory note | $ 600,000 | ||||
Equity offering raise in excess of principal amount | $ 500,000 | ||||
Partial amount repaid with cash | $ 250,000 | ||||
Issuance shares of common stock (in Shares) | 201,863 | ||||
Promissory Note[Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issued promissory note | $ 500,000 | ||||
Fixed interest amount | $ 75,000 | ||||
Principal amount | $ 500,000 | ||||
Percentage of amount paid | 50% | ||||
Promissory Note[Member] | Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Percentage of amount paid | 50% | ||||
Ducera Investment LLC [Member] | Convertible Promissory Notes [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issued convertible promissory note | $ 4,500,000 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Reconciliation of Revenue from Segments to Consolidated - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,760,346 | $ 1,499,341 | $ 3,113,874 | $ 2,149,574 |
Operating loss | (7,287,768) | (15,177,368) | (14,763,946) | (28,106,450) |
Financing costs | 4,138,027 | 5,243,824 | ||
Unrealized (gain) loss on convertible note, mortgage loan and warrants | 1,516,506 | 2,145,540 | (3,169,138) | 2,145,540 |
Interest expense, net | 210,687 | 124,171 | 311,786 | 173,906 |
Loss on debt extinguishment | 2,925,610 | |||
Other (income) expense, net | 48,419 | (45,937) | 15,901 | (71,196) |
Income tax (expense) | (7,042) | (3,200) | (7,042) | (3,200) |
Net loss | (13,208,449) | (17,404,342) | (20,098,971) | (30,357,900) |
FUV [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,537,412 | 1,015,038 | 2,635,663 | 1,530,355 |
Operating loss | (6,904,608) | (14,352,646) | (13,959,457) | (26,344,494) |
Rental [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 65,793 | 53,818 | 96,867 | 66,317 |
Operating loss | (160,630) | (513,128) | (433,272) | (940,494) |
TMW [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 157,141 | 430,485 | 381,344 | 552,902 |
Operating loss | $ (222,530) | $ (311,594) | $ (371,217) | $ (821,462) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Aug. 15, 2023 | Aug. 08, 2023 | Jul. 14, 2023 |
Subsequent Events (Details) [Line Items] | |||
Shares issued (in Shares) | 660,000 | ||
Converted principal amount | 125% | ||
Rate of interest | 18% | ||
Series D Preferred Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued (in Shares) | 2 | ||
Par value per share (in Dollars per share) | $ 660,000 | ||
Share issued, per share | $ 600,000 | ||
Secured Debt [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Facility fees | $ 300,000 | ||
Additional fees | $ 600,000 |