Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ENVIROTECH VEHICLES, INC. | |
Entity Central Index Key | 0001563568 | |
Trading Symbol | ADOM | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 294,317,605 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Security Exchange Name | NONE | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38078 | |
Entity Tax Identification Number | 46-0774222 | |
Entity Address, Address Line One | 1215 Graphite Drive | |
Entity Address, City or Town | Corona | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92881 | |
City Area Code | 951 | |
Local Phone Number | 407-9860 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 10,580,468 | $ 136,222 |
Restricted cash | 60,018 | 1,793,910 |
Marketable Securities | 7,007,000 | |
Accounts receivable | 746,640 | 9,000 |
Inventory, net | 1,019,453 | |
Prepaid expenses | 4,903,071 | |
Total current assets | 24,316,650 | 1,939,132 |
Property and equipment, net | 299,361 | 227,561 |
Goodwill | 49,546,910 | |
Other non-current assets | 304,828 | 242,025 |
Total assets | 74,467,749 | 2,408,718 |
Current liabilities: | ||
Accounts payable | 166,282 | 345,383 |
Accrued liabilities | 864,545 | 2,382,660 |
Notes payable, net | 31,788 | |
Total current liabilities | 1,062,615 | 2,728,043 |
Long-term liabilities | ||
Other non-current liabilities | 35,239 | |
Notes payable, net | 21,192 | 152,835 |
Total liabilities | 1,119,046 | 2,880,878 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.00001 par value, 5,000,000 authorized and none issued and outstanding as of September 30, 2021 and December 31, 2020 | ||
Common stock, $0.00001 par value, 350,000,000 authorized and 294,317,605 issued and outstanding as of September 30, 2021 and 1 issued and outstanding as of December 31, 2020 | 2,943 | 100 |
Additional paid-in capital | 76,220,084 | |
Accumulated deficit | (2,874,324) | (472,260) |
Total stockholders' equity (deficit) | 73,348,703 | (472,160) |
Total liabilities and stockholders' equity (deficit) | $ 74,467,749 | $ 2,408,718 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued (in shares) | 294,317,605 | 1 |
Common stock, shares outstanding (in shares) | 294,317,605 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 709,092 | $ 1,368,151 | $ 88,735 | |
Cost of sales | 469,611 | 930,977 | 73,560 | |
Gross profit | 239,481 | $ 0 | 437,174 | 15,175 |
Operating expenses | ||||
General and administrative | 1,344,840 | 54,146 | 2,766,989 | 222,935 |
Consulting | 36,734 | 16,800 | 142,092 | 54,101 |
Total operating expenses, net | 1,381,574 | 70,946 | 2,909,081 | 277,036 |
Loss from operations | (1,142,093) | (70,946) | (2,471,907) | (261,861) |
Other income (expense): | ||||
Interest income , net | 8,116 | 2,357 | ||
Other income | 285,902 | 288,186 | 7,000 | |
Total other income | 294,018 | 290,543 | 7,000 | |
Loss before income taxes | (848,075) | (70,946) | (2,181,364) | (254,861) |
Income tax expense | (2,400) | (220,700) | ||
Net loss | $ (850,475) | $ (70,946) | $ (2,402,064) | $ (254,861) |
Net loss per share to common stockholders: | ||||
Basic and diluted | $ 0 | $ (70,946) | $ (0.01) | $ (254,861) |
Weighted shares used in the computation of net loss per share: | ||||
Basic and diluted | 294,231,860 | 1 | 206,924,336 | 1 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ (472,160) | $ 100 | $ (472,260) | |
Balance (in shares) at Dec. 31, 2020 | 1 | |||
Common stock issued for cash | 6,415,110 | $ 1,325 | $ 6,413,785 | |
Common stock issued for cash (in shares) | 142,558,000 | |||
Common stock issued in merger | 53,509,622 | $ 1,127 | 53,508,495 | |
Common stock issued for merger (in shares) | 112,675,557 | |||
Offering costs netted against proceeds | (156,443) | (156,443) | ||
Net loss | (658,510) | (658,510) | ||
Balance at Mar. 31, 2021 | 58,637,619 | $ 2,552 | 59,765,837 | (1,130,770) |
Balance (in shares) at Mar. 31, 2021 | 255,233,558 | |||
Balance at Dec. 31, 2020 | (472,160) | $ 100 | (472,260) | |
Balance (in shares) at Dec. 31, 2020 | 1 | |||
Net loss | (2,402,064) | |||
Balance at Sep. 30, 2021 | 73,348,703 | $ 2,943 | 76,220,084 | (2,874,324) |
Balance (in shares) at Sep. 30, 2021 | 294,317,605 | |||
Balance at Mar. 31, 2021 | 58,637,619 | $ 2,552 | 59,765,837 | (1,130,770) |
Balance (in shares) at Mar. 31, 2021 | 255,233,558 | |||
Common stock issued for cash | 16,322,049 | $ 388 | 16,321,661 | |
Common stock issued for cash (in shares) | 38,725,475 | |||
Offering costs netted against proceeds | (31,572) | (31,572) | ||
Net loss | (893,079) | (893,079) | ||
Balance at Jun. 30, 2021 | 74,035,017 | $ 2,940 | 76,055,926 | (2,023,849) |
Balance (in shares) at Jun. 30, 2021 | 293,959,034 | |||
Common stock issued for cash | 43,029 | $ 3 | 43,026 | |
Common stock issued for cash (in shares) | 358,571 | |||
Stock based compensation | 121,132 | 121,132 | ||
Net loss | (850,475) | (850,475) | ||
Balance at Sep. 30, 2021 | $ 73,348,703 | $ 2,943 | $ 76,220,084 | $ (2,874,324) |
Balance (in shares) at Sep. 30, 2021 | 294,317,605 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,402,064) | $ (254,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 43,031 | |
Unrealized gain on marketable securities | (20,359) | |
Stock based compensation expense | 121,132 | |
Provision for bad debt | 303,879 | |
Gain on debt forgiveness | (290,519) | |
Changes in assets and liabilities: | ||
Accounts receivable | (734,267) | (9,000) |
Prepaid expenses | (3,877,182) | |
Inventory | (792,800) | |
Accounts payable | (307,488) | (64,461) |
Accrued liabilities | (1,734,270) | |
Other non-current liabilities | (226,421) | |
Net cash used in operating activities | (9,917,328) | (328,322) |
Cash flows from investing activities: | ||
Purchase of property and equipment, net | (27,958) | (30,166) |
Investment in marketable securities | (12,000,000) | |
Sale of marketable securities | 5,000,000 | |
Cash acquired in merger | 3,373,332 | |
Net cash used in investing activities | (3,654,626) | (30,166) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 22,780,188 | |
Related-party investment | 49,990 | |
Payments for offering costs | (188,015) | |
Principal advances from (repayments on) long term debt (SBA) | (309,865) | 150,000 |
Net cash provided by financing activities | 22,282,308 | 199,990 |
Net change in cash, restricted cash, and cash equivalents | 8,710,354 | (158,498) |
Cash, restricted cash, and cash equivalents at the beginning of the period | 1,930,132 | 324,055 |
Cash, restricted cash, and cash equivalents at the end of the period | 10,640,486 | $ 165,557 |
Supplemental cash flow disclosures: | ||
Cash paid for interest expense | 4,944 | |
Cash paid for income taxes | $ 2,400 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations Envirotech Vehicles, Inc. (“we”, “us”, “our” or the “Company”) is a provider of purpose-built zero-emission The Compa ny serves The Company ’ s On March 15, 2021, the Company completed its acquisition of Envirotech Drive Systems, Inc., a Delaware corporation (“EVTDS”), a supplier of zero-emission The Company was formerly known as ADOMANI, Inc. On May 26, 2021, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation the Company with the Secretary of State of the State of Delaware to change its name from ADOMANI, Inc. to Envirotech Vehicles, Inc., effective as of May 26, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation t he Company ’ s o t he Company ’ s 8-K/A Principles of Consolidation Use of Estimates Fair Value of Financial Instruments transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Revenue Recognition zero-emission In applying ASC Topic 606, the Company is required to: (1) i ; (2) d ; (3) d ; (4) a (5) r Product revenue also includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation with revenue recognition occurring at the time title transfers. Transfer of title occurs when the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt. The Company is the recipient of a purchase order issued from GerWeiss EV USA LLC (“GerWeiss”) to produce all-electric (“e-trikes”), all-electric the assembled units have been completed by GerWeiss. Upon the recording of revenue, the corresponding deposits are recorded as cost of goods sold. Due to significant impacts of Covid-19 restrictions on the tourist industry in the Philippines, the market to which GerWeiss primarily sold the e-trikes to, they have not been able to complete the current 50 units in production. We do not expect that we will receive the e-trikes nor have our deposit returned, and therefore have fully reserved that amount in the three months ended September 30, 2021. Other revenue includes performing basic vehicle maintenance and detailing, as well as safety inspections for compliance with United States Department of Transportation guidelines. These sales represent a single performance obligation with revenue recognition occurring at the time services are invoiced. Cash and Cash Equivalents Marketable Securities held-to-maturity, Accounts Receivable and Allowance for Doubtful Accounts— Company’s ( “ ” ) Inventory and Inventory Valuation Allowance The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to support in the future. The Company had finished goods inventory on hand of as of September 30, 2021 and recorded an inventory valuation allowance of related to three vehicles that the Company does not intend to support in the future as of September 30, 2021, resulting in a net inventory balance of $1,019,453 as of September 30, 2021. The Company had no finished goods inventory on hand and no related inventory valuation allowance as of December 31, 2020. Inventory Deposits— Income Taxes EVTDS previously recorded deferred tax benefits from net operating losses in current and prior periods. The Company, in light of the uncertainty of generating future taxable income against which those losses can be offset in order to realize such benefits, has determined that recording a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized is appropriate. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. As of September 30, 2020, EVTDS did not recognize a full valuation allowance for all deferred tax assets. In March 2021, the Company recognized a full valuation allowance for all deferred tax assets, and as a result, recorded income tax expense of $218,300 for the three months ended March 31, 2021 in order to establish the reserve. This amount is also an income tax expense for the nine months ended September 30, 2021. The December 31, 2020 audit report for EVTDS stated that corporate income tax returns for 2017, 2018, and 2019 had not been filed; in fact, they were filed on December 15, 2020. The audit report also stated that corporate income tax returns for 2020 had not been filed; those returns were not due to be filed until May17, 2021, and they were filed in early May, 2021. Accounting for Uncertainty in Income Taxes— Net Loss Per Share Concentration of Credit Risk The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company maintains cash and short-term securities invested at Morgan Stanley Private Bank, National Association (“Morgan Stanley”). Between FDIC and the Securities Investor Protection Corporation (“SPIC”) coverage, funds up to $750,000, which may include cash up to $500,000, are insured. In addition, Morgan Stanley provides excess insurance acquired by them from SPIC for an additional $1.9 million in cash and unlimited per customer securities up to a $1 billion cap. The restricted cash reported by EVTDS as of December 31, 2020, combined with additional cash raised in 2021, was used to fund both the merger closing requirement of $5,000,000 to ADOMANI, Inc. (see Note 3) and to repay liabilities of EVTDS. The amount of restricted cash and corresponding unpaid current liabilities of EVTDS that is included in the consolidated balance sheet at September 30, 2021 is zero, as the $254,913 included on the unaudited consolidated balance sheet at June 30, 2021 was resolved by EVTDS using the cash to pay an invoice on behalf of its former stockholder. During the 3 months ended September 30, 2021, the Company’s bank required compensating balances for a subsidiary’s potential lease exposure and for the Company’s credit card limit, resulting in restricted cash of approximately For the three months ended March 31, 2021, total EVTDS sales were to one customer, ADOMANI, Inc., prior to the merger closing (see Note 3). The customer account was collected within two days of invoicing. In addition, the merged entity recorded additional sales during the two weeks post-merger which were made to two other customers and were collected within weeks of invoicing. The Company sold two vehicles during the last week of the three months ended June 30, 2021, and sold eight the Company’s FARs. The Company s AR s . Impairment of Long-Lived Assets Goodwill two-step two-step Research and Development Stock-Based Compensation paid-in No. 2018-07, Property and Equipment three Leases Recent Accounting Pronouncements |
Merger
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Merger | 3. Merger On March 15, 2021, the Company completed its acquisition of EVTDS, a supplier of zero-emission a of the Company At December 31, 2020, EVTDS had subscription restricted cash of $1,793,910 on its balance sheet as a result of offering a restricted subscription agreement to the stockholders of Envirotech Electric (“EVT Canada”), to have the right to purchase two shares of EVTDS for every one common share of EVT Canada they owned. The purpose of this subscription agreement was to raise the necessary capital to close the Merger and to provide working capital for EVTDS so that it could pay off certain liabilities and pay for ongoing expenses through the closing of the Merger. A corresponding liability account was also recorded as of December 31, 2020. The total amount raised just prior to the Merger closing was $6,415,210. At the closing of the Merger, EVTDS satisfied its obligation to deliver $5 million in cash to ADOMANI, Inc. and repaid the majority of the items discussed above. However, some liabilities were not repaid and we EVTDS entered into an exclusive 50-year EVT Canada EVT Canada . The following table presents the estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition by EVTDS of ADOMANI, Inc. via the reverse acquisition: Purchase Price Allocation of ADOMANI, Inc. Accounts receivable and other current assets $ 1,680,926 Property and equipment 86,873 Right of use asset 369,987 Other assets 59,510 Goodwill 49,546,910 Accounts payable and accrued expenses (820,389 ) Lease liability (369,987 ) Notes payable (417,540 ) Purchase price, net of $3,373,332 cash acquired $ 50,136,290 This preliminary allocation is based on management’s estimated fair value of the ADOMANI Inc. assets and liabilities at March 15, 2021 and is subject to adjustment when a third party valuation to determine the fair value of the assets for ASC 805, Business Combinations reporting purposes is received. That report is not yet completed as of the date of filing this Quarterly Report on Form 10-Q September The unaudited consolidated statement of operations for the three months ended March 31, 2021 included $151,793 of revenue and a loss from operations of $(144,015) contributed by ADOMANI, Inc. and its subsidiaries, excluding EVTDS. Since the closing of the Merger on March 15, 2021, primarily due to the fact that EVTDS brought no employees or sales people to the merged entity, and that sales and operating activities have been conducted on a company-wide basis, not on the basis of either EVTDS alone or the ADOMANI entities alone, other than nominal expense items related to EVTDS leases assumed in the Merger (see Notes 10 and 12), all accounting subsequent to the closing of the Merger has been and will continue to be done on a consolidated basis. The Company is Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Merger discussed above as if it had occurred on January 1, 2020 and on January 1, 2021. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations for the three and nine months ended September 30, 2020 and 2021, respectively, that would have been realized if the Merger had occurred on January 1, 2020 or January 1, 2021, nor does it purport to project the results of the merged entity in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the merged entities. Pro forma combined results of operations For the three months ended For the nine months ended September 30 September 30 2021 2020 2021 2020 Sales $ 709,092 $ — $ 1,065,562 $ 585,821 Net loss $ (850,475 ) $ (70,946 ) $ (5,045,988 ) $ (3,585,539 ) For purposes of the pro forma disclosures above, there were no adjustments required for the three months ended September 30, 2020 because there were no transactions between EVTDS and ADOMANI, Inc. during that period. For the three months ended September 30,2021, there were also no adjustments required, as the quarter reflects the results of operations of the merged entity. The adjustments for the nine months ended September 30, 2020 resulted in a reduction in sales of $79,735 and a $15 decrease in net loss. The adjustments for the nine months ended September 30, 2021 resulted in a reduction of sales of $319,000 and a $91,800 increase in net loss. Both sales adjustments resulted from sale of vehicles by EVTDS to ADOMANI, Inc. However, the actual loss for ADOMANI, Inc. for the period January 1, 2021 through March 15, 2021 that is included in this pro forma information included an adjustment to fully amortize the unamortized stock-based compensation expense related to outstanding stock options that fully vested at the closing of the Merger. This adjustment increased pro forma expenses, and therefore the pro forma net loss, for both the three months ended March 31, 2021 and the nine months ended September 30, 2021 by approximately $1,826,623 more than would otherwise have been recorded absent the consummation of the Merger. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, Net | 4. Property and Equipment, Net Components of property and equipment, net, consist of the following as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 Furniture and fixtures $ 41,799 $ — Leasehold improvements 28,112 30,166 Machinery & equipment 86,266 92,853 Vehicles 252,724 128,999 Test/Demo vehicles 15,784 — Total property and equipment $ 424,685 $ 252,018 Less accumulated depreciation (125,324 ) (24,457 ) Net property and equipment $ 299,361 $ 227,561 EVTDS sold all its property and equipment owned at December 31, 2020, reflected above, to EVT Canada in the first quarter of 2021 and after recording $6,560 depreciation expense for the three months ended March 31, 2021, recognized no gain or loss on the sale. The balances above at September 30, 2021 therefore reflect Envirotech Vehicles, Inc. assets acquired in the Merger (see Note 3) and assets purchased subsequent to the Merger closing. Depreciation expense was $7,655 and $ respectively , , was $0 for both the three and nine months ended September 30, |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt As of December 31, 2020, EVTDS had a $150,000 loan outstanding payable to the U.S. Small Business Administration (“SBA”) under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”). The EIDL loan was evidenced by a promissory note, with interest accruing on the outstanding principal at the rate of 3.75% per annum. As of December 31, 2020 the principal and accrued interest on the EIDL loan was $152,835, which was reflected on the consolidated balance sheets as long-term notes payable. In connection with the Merger (see Note 3), EVTDS repaid the loan and accrued interest in full in the amount of $153,668. On May 6, 2020, ADOMANI, Inc. received $261,244 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the CARES Act and administered by the SBA. The unsecured loan (the “PPP Loan”) was forgiveness, and had been forwarded to SBA for their approval. On May 26, 2021, Wells Fargo sent a letter to the Company at its former corporate office address which did not get forwarded to its new address. After inquiring of Wells Fargo why no decision had been made on the forgiveness of the loan, the Company was informed on August 23,2021 that its loan had been forgiven in May and that there was no balance due. Wells Fargo subsequently provided a copy of the May 26, 2021 letter to the Company. Accordingly, the that was advanced as part of the Company’s application for the EIDL loan (see below) but was not required to be repaid in connection with the forgiveness of the PPP loan, was removed from current liabilities and reflected as miscellaneous income during the three months ended September 30, 2021. On May 20, 2020 ADOMANI, Inc. received in loan funding from the SBA under the EIDL program administered by the SBA, which program was expanded pursuant to the CARES Act. The EIDL loan was evidenced by a promissory note, dated May 17, 2020 (the “EIDL Note”) in the original principal amount of $150,000 with the SBA, the lender. Under the terms of the EIDL Note, interest accrues on the outstanding principal at the rate of per annum. The term of the EIDL Note is though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company would have been obligated to make equal monthly payments of principal and interest beginning on through the maturity date of May 18, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty. The loan and accrued interest in the amount of was repaid on May 17, 2021. On June 15, 2021, the Company entered into an equipment financing agreement with Navitas Credit Corp. in connection with the purchase of certain inventory management software. The $63,576 loan is payable over twenty four Effective May 2, 2018, ADOMANI, Inc. secured a line of credit from Morgan Stanley. Borrowings under the line of credit bear interest at 30-day 95 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock On March 15, 2021, in connection with the closing of the Merger, the Company issued 142,558,001 shares of its common stock to the former stockholders of EVTDS in exchange for their shares of EVTDS (see Note 3), increasing the total number of outstanding shares of common stock of the Company to 255,233,559 as of immediately following the closing of the Merger. On December 24, 2020, ADOMANI, Inc. entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, whereby the Company agreed to sell, and the investors agreed to purchase, shares of common stock of the Company, and warrants (the “Warrants”) to purchase additional shares of the Company’s common stock (the “Financing”). The first closing of the Financing occurred on December 29, 2020. ADOMANI, Inc. raised net cash proceeds, net of offering costs, of approximately $5.3 million through the sale and issuance of 11,500,000 shares of its common stock at a purchase price equal to $0.50 per share and Warrants to purchase up to an aggregate of 8,625,001 shares of its common stock at an exercise price of $0.50 per share. The share and Warrant amounts issued include Warrants issued to the underwriter in lieu of paying of fees in cash. The share and Warrant amounts issued include 650,000 shares and Warrants to purchase up to 487,500 shares issued to the underwriter in lieu of paying $325,000 of fees in cash. The second closing of the Financing was completed on May 7, 2021, following the closing of the Merger (see Note 3) and the subsequent effectiveness of the Registration Statement on Form S-3 No. 333-255341) |
Stock Warrants
Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stock Warrants | 7. Stock Warrants As a result of the Merger closing (see Note 3), as of March 31, 2021, the Company had outstanding warrants to purchase an aggregate of 10,681,327 shares of common stock, 2,056,326 of which were exercisable. The warrants were previously issued by ADOMANI, Inc. and assumed in the Merger. In connection with the second closing of the Financing discussed in Note 6, the Company issued additional warrants to purchase up to 19,166,667 shares of its common stock, all of which were exercisable as of September 30, 2021. The Company’s outstanding warrants as of September 30, 2021 is summarized as follows, and all were exercisable at that date (see Note 6): Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding warrants expiring June 9, 2022 199,659 $ 6.00 0.71 Outstanding warrants expiring June 9, 2022 350,000 $ 5.00 0.71 Outstanding warrants expiring January 9, 2023 256,667 $ 3.75 1.28 Outstanding warrants expiring January 28, 2025 8,625,001 $ 0.50 4.25 Outstanding warrants expiring May 7, 2026 19,166,667 $ 1.00 4.60 Outstanding warrants on September 30, 2021 28,597,994 $ 0.96 4.39 The Warrants issued as part of the Purchase Agreement (see Note 6) contain a call provision whereby the Company, after the 13-month . As of September 30, 2021, the outstanding warrants have no intrinsic value. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stock Options | 8. Stock Options As a result of the Merger closing (see Notes 2 and 3) there were 12,992,857 fully vested stock options outstanding at March 30, 2021 that were previously issued by ADOMANI, Inc. and assumed in the Merger. The outstanding options at September 30, 2021 consisted of the following: Weighted Average Remaining Number of Shares Exercise Price Contractual Life (years) Outstanding at March 31, 2021 12,992,857 $ 0.29 4.61 Exercised (750,713 ) $ 0.12 Cancelled / Forfeited at $0.12 Exercise Price (67,144 ) $ 0.12 Cancelled / Forfeited at $0.45 Exercise Price (210,000 ) $ 0.45 Cancelled / Forfeited at $1.31 Exercise Price (195,000 ) $ 1.31 Outstanding Options at $0.10 Exercise Price 5,000,000 $ 0.10 0.46 Outstanding Options at $0.12 Exercise Price 1,358,571 $ 0.12 0.46 Outstanding Options at $0.45 Exercise Price 5,770,000 $ 0.45 8.32 Outstanding Options at $1.31 Exercise Price 270,000 $ 1.31 6.30 Outstanding Options at $ 0 440,000 $ 0.2753 9.84 Outstanding at September 30, 2021 12,210,000 $ 0.28 4.49 On June 14, 2021, options to purchase 33,571 shares of common stock were exercised at a price of $0.12 per share, resulting in a payment to the Company of $4,029. Also on June 14, 2021, options to purchase an aggregate of 67,144 shares of common stock with an exercise price of $0.12 per share, options to purchase 75,000 shares of common stock with an exercise price of $0.45 per share, and options to purchase 60,000 shares of common stock with an exercise price of $1.31 per share were forfeited by the former holder thereof, as they were not exercised prior to the expiration date specified with respect to such options. On June 25, 2021, options to purchase 358,571 shares of common stock were exercised by an officer of the Company at a price of $0.12 per share, resulting in a payment to the company of $43,029. On July 23, 2021, options to purchase 358,571 shares of common stock were exercised by a former officer of the Company at a price of $0.12 per share, resulting in a payment to the company of $43,029. On July 29, 2021, options to purchase an aggregate of 135,000 shares of common stock with an exercise price of $0.45 per share and options to purchase 135,000 shares of common stock with an exercise price of $1.31 per share were forfeited by the same former officer of the Company as they were not exercised prior to the 90th day following his resignation of employment. On August 4, 2021, the Company’s Compensation Committee granted Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, options to purchase 440,000 shares of common stock at an exercise price of $0.2753 per share. The Committee determined that Mr. Oldridge would be immediately vested in the options granted. The options were valued using the Black-Scholes option-pricing model, resulting in fair market value of $121,132 for the options which expire on August 3, 2031 . The assumptions used in the valuation of the options included an expected term of ten years, volatility of 172.40%, and a risk-free interest rate of 1.56%. Because these options were fully vested and exercisable as of the grant date, the fair market value of $121,132 was recorded as stock based compensation expense during the three months ended September 30, 2021. As of September 30, 2021, outstanding options have an intrinsic value of $2,356,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions The Company has entered into an engagement agreement (the “SRI Services Agreement”) with SRI Professional Services, Incorporated (“SRI”), pursuant to which the Company engaged SRI to provide certain services in connection with the day-to-day month-to-month under separate agreements between the Company and SRI, including the SRI Equipment Leases and the SRI Office Leases further described in the following paragraphs in this Note 9, as well as Notes 10, 12 and 13. The term of the SRI Services Agreement will continue for a period of three months unless earlier terminated by the parties in accordance therewith, and it is contemplated that an aggregate of $26,042 will be paid by the Company to SRI in consideration of the services rendered under the SRI Services Agreement. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, serves as an executive officer and a member of the board of directors of SRI. The Company has entered into lease agreements with SRI (the “SRI Equipment Leases”), pursuant to which the Company leases equipment used in connection with the operation of its business. The SRI Equipment Leases provide for the leasing of two vehicles that commenced on January 1, 2020 and the combined rent under such leases is $3,880 per month, and a separate SRI Equipment Lease provides for a trailer lease that commenced on December 1, 2019, under which the rent is $3,891 per month. The total monthly payment obligations of the Company under the SRI Equipment Leases is $7,771. EVTDS has entered into a cancelable month-to-month In addition to the SRI Services Agreement, the SRI Equipment Leases, and the SRI Office Lease, during the three months ended June 30, 2021, the Company purchased a heavy-duty pick-up The Company has entered into a commercial lease agreement (the “ABCI Office Lease”) with Alpha Bravo Charlie, Inc. (“ABCI”) that commenced on April 1, 2020, for the lease of office space in Porterville, California. The monthly rent for this facility is $2,800. See Notes 10, 12 and 13. Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its board of directors, is a director of ABCI. During the three months ended June 30, 2021, the Company purchased two used automobiles from Mr. Oldridge for an aggregate purchase price of $33,250. The Company purchased such vehicles from Mr. Oldridge for use by the Company’s employees for sales calls and other business purposes and are housed at the Company’s Corona, California, corporate offices. In connection with the closing of the Merger in March 2021, the Company purchased two electric trucks from Mr. Oldridge for an aggregate purchase price of $128,000. The purchase price for such vehicles was paid in full to Mr. Oldridge during the three months ended June 30, 2021. Prior to the closing of the Merger, Mr. Oldridge had permitted the vehicles to be used by the Company as customer demonstration vehicles for no cost. The purchase price of $64,000 per vehicle was less than the purchase price of $83,000 per vehicle that ADOMANI, Inc. had paid to EVTDS for similar vehicles in prior transactions. One of the vehicles purchased by the Company was subsequently sold to a customer of the Company in March 2021 and the second truck remains in the Company’s inventory at September 30, 2021. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments Operating Leases The Company has entered into the SRI Equipment Leases (see Note 9). Rent expense under the SRI Equipment Leases for the three and nine months ended September 30, 2021 was $38,853 and $66,055, respectively, and was $23,312 and $75,935 for the three and nine months ended September 30, 2020, respectively. The Company has entered into the SRI Office Lease (see Note 9). Rent expense under the SRI Office Lease for the three and nine months ended September 30, 2021 was $4,550 and $11,270, respectively, and was $2,730 and $8,190 for the three and nine months ended September 30, 2020, respectively. The Company has entered into the ABCI Office Lease (see Note 9). Rent expense under the ABCI Office Lease for the three and nine months ended September 30, 2021 was $8,400 and $25,200, respectively, and was $8,400 and $16,800 for the three and nine months ended September 30, 2020, respectively. In February 2017, ADOMANI, Inc. signed a lease for storage space month-to-month 30-days’ In October 2017, ADOMANI, Inc. signed a non-cancellable by its conclusion had ADOMANI, Inc. remained a tenant. In November 2020, ADOMANI, Inc. vacated this space following staff reductions and moved remaining staff into the space discussed in the following paragraph. The Company ceased paying the rent on this facility after October 2020, but the expense was accrued. Two of the four suites covered by this lease were re-leased re-leased representing the aggregate amount then owed to the landlord under the lease net of the Company’s $11,616 security deposit retained by the landlord, which amount was paid in full on July 2, 2021. See Notes 12 and 13. In December 2019, ADOMANI, Inc. signed a lease for combined office space and warehouse location in Corona, California. The facility had been used to conduct research and development activity, stage materials, assemble and/or manufacture vehicles, perform pre-delivery months, commencing on , and terminating on . The base rent for the term of the lease was $ , with $ due per month for fire sprinkler alarm monitoring and landscape maintenance. The base rent amount due monthly was $ at commencement and will escalate to $ by its conclusion. On February 4, 2020, ADOMANI, Inc. signed a sublease agreement with Masters Transportation, Inc. (“Masters”) for Masters to occupy a portion of the Corona, California, facility that the Company occupied effective January 1, 2020 (see above). The effective date of the Masters’ sublease was February 1, 2020, and it expires when the Company’s lease on the Corona, California facility expires on December 31, 2022. Under the sublease, Masters is obligated to pay the Company monthly rent payments in an amount equal to $6,000 at commencement and thereafter escalating to $6,365 by its conclusion. The Company’s total net rent expense for the three and nine months ended September 30, 2021 was ($14,841) and $198,161, respectively. The reduced expense for the three months ended September 30, 2021 was due to adjustments recorded in the quarter related to rent expense accrued during the six months ended June 30, 2021. The total expense for the three and nine months ended September 30, 2020 was $38,579 and $116,682, respectively. Other Agreements Effective January 1, 2017, the Company entered into an employment agreement with Michael Menerey, its Chief Financial Officer. The term of the employment agreement was five years and the agreement provides for an initial annual base salary of $200,000. Effective January 1, 2020, Mr. Menerey’s annual base salary was increased to $215,000. On November 1, 2020, Mr. Menerey agreed to reduce his compensation to $150,000 indefinitely. The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of September 30, 2021: Payments due by period Total Less than 1 - 3 years 4 - 5 More Operating lease obligations $ 124,055 $ 96,672 $ 27,383 $ — $ — Employment contract 37,500 37,500 — — — Total $ 161,555 $ 134,172 $ 27,383 $ — $ — |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 11. Contingencies On December 17, 2019, GreenPower Motor Company Inc., a public company incorporated under the laws of British Columbia (“GreenPower”), of which Phillip W. Oldridge, our Chief Executive Officer and a member of our board of directors, previously served as a senior officer and a member of its board of directors, filed a notice of civil claim, captioned GreenPower Motor Company Inc. v. Phillip Oldridge et al., Action No. S-1914285, On or about July 18, 2021, GreenPower and GP Greenpower Industries Inc. filed a counterclaim against Phillip W. Oldridge, our Chief Executive Officer and a member of our board of directors, David Oldridge, our Chief Technology Officer and the brother of Phillip W. Oldridge, EVTDS Wyoming and other companies in Supreme Court of British Columbia Action No. S207532. The counterclaim alleges that David Oldridge, Phillip Oldridge, EVTDS Wyoming and other companies committed the tort of abuse of process by causing 42 Design Works Inc. to commence a lawsuit against Greenpower and GP Greenpower Industries Inc. Additionally, Greenpower and GP Greenpower Industries Inc. claim against David Oldridge, Phillip W. Oldridge, EVTDS Wyoming and the other companies for conspiracy. EVTDS Wyoming, David Oldridge and the other companies have filed an application to strike the allegations in the counterclaim regarding abuse of process and conspiracy. The court application is scheduled to be heard on November 12, 2021. On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al., Case No. RIC 1817493, was filed in the Superior Court of the State of California for the County of Riverside against us, certain of our executive officers, Edward R. Monfort, the former Chief Technology Officer and a former director of ADOMANI, Inc., and the two underwriters of our offering of common stock under Regulation A in June 2017. This complaint alleges that documents related to our offering of common stock under Regulation A in June 2017 contained materially false and misleading statements and that all defendants violated Section 12(a)(2) of the Securities Act, and that we and the individual defendants violated Section 15 of the Securities Act, in connection therewith. The plaintiff seeks on behalf of himself and all class members: (i) certification of a class under California substantive law and procedure; (ii) compensatory damages and interest in an amount to be proven at trial; (iii) reasonable costs and expenses incurred in this action, including counsel fees and expert fees; (iv) awarding of rescission or rescissionary damages; and (v) equitable relief at the discretion of the c terms of the Underwriting Agreement. On January 14, 2020, Mr. Monfort filed a cross-complaint against the Underwriters seeking indemnification under the terms of the Underwriting Agreement. On January 15, 2020, Mr. Monfort filed a cross-complaint against the Company seeking indemnification under the terms of the Company’s Amended and Restated Bylaws and Section 145 of the Delaware General Corporation Law. On February 18, 2020, we filed an answer to Mr. Monfort’s cross-complaint, generally denying the allegations and asserting affirmative defenses. On March 2, 2021, Electric Drivetrains filed its motion for class certification. On March 17, 2021, the court held a case management conference. At the case management conference, the court set a tentative schedule for class discovery and briefing on the motion for class certification. On June 2, 2021, Electric Drivetrains and ADOMANI filed a stipulation extending the deadline for class certification discovery proposing the following deadlines: close of class discovery on September 28, 2021; defendants’ opposition to the motion for class certification due on October 28, 2021; plaintiff’s reply in support of its motion due on November 29, 2021; a case management conference on December 13, 2021 to set a date for hearing on the merits of the motion for class certification. Electric Drivetrains settled its claims against Mr. Monfort. The Underwriters have reached settlements with Electric Drivetrains on the primary claims in this matter. All defendants are maintaining their cross claims against each other. On July 13, 2021, Electric Drivetrains’ counsel moved to be relieved as counsel and on August 23, 2021, the court granted this motion. Also on August 23, 2021, the Clerk of Court issued an order to show cause why the complaint should not be stricken and matter dismissed for failure to retain new counsel to Electric Drivetrains. On October 28, 2021, Electric Drivetrains filed a substitution of attorney, substituting J. Ryan Gustafson of Good Gustafson Aumais LLP as its new counsel. A case management conference and hearing on the order to show cause are set for December 13, 2021. We believe that the purported class action lawsuit is without merit and intend to vigorously defend the action. On June 19, 2019, Alan K. Brooks, an ADOMANI investor, filed a complaint, captioned Alan K. Brooks v. ADOMANI, Inc., et al., Case No. 1-CV-349153 plus interest and attorney’s fees. On September 20, 2019, Mr. Brooks filed his first amended complaint (“FAC”) reasserting his breach of contract claim and alleging five additional claims for (i) violations of Cal. Corp. Code Section 25401, (ii) fraud, (iii) negligent misrepresentation, (iv) elder abuse, and (v) unfair competition. We answered the FAC on November 12, 2019, generally denying the allegations in the FAC and asserting affirmative defenses. Fact discovery in this matter remains ongoing. On August 10, 2021, we filed a motion for summary judgement and dismissal of plaintiff’s FAC. The hearing on the motion for summary judgement as well as the trial setting conference is set for November 23, 2021. We believe that the lawsuit is without merit and intend to vigorously defend the action. On February 3, 2020, the Company acquired substantially all of the assets of Ebus in a foreclosure sale through a credit bid in the amount of $582,000, representing the amount then owed by Ebus to the Company evidenced by a secured promissory note. Following the Company’s successful credit bid at the foreclosure sale, Ebus’s obligations under the note were extinguished and the Company was entitled to take possession of substantially all of the assets of Ebus. While the Company was able to take possession of some of the assets, Ebus prevented the Company from taking possession of all of the assets purchased at the foreclosure sale. As a result, on April 13, 2020, the Company filed a complaint captioned ADOMANI, Inc. v. Ebus, Inc., et al., in the Superior Court of California for the County of Los Angeles, Case No. 20ST CV 14275, against Ebus and certain of its insiders and affiliates seeking to recover the remainder of the assets and related damages. On January 14, 2021, a cross-complaint was filed against the Company by Ebus, Inc. and Anders B. Eklov for Unjust Enrichment and Conversion of Domain Name, seeking monetary damages and injunctive relief. The Company intends to pursue its claims set forth in the complaint and defend the claims set forth in the cross-complaint. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 12. Leases As of September 30, 2021, the Company is a party to nine operating leases. Four of these leases are office or warehouse leases; the remaining five are equipment leases (see Note 10). As disclosed in Note 2, the Company accounts for leases as required by ASC Topic 842. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of September 30, 2021, this exception applies to the six EVTDS leases and to the ADOMANI Inc. Stockton, California lease, which are all month-to-month. As a result of applying the guidance of ASC 842 to its former corporate office lease (see Note 10) entered into in 2017, the Company recognized an operating liability with a corresponding Right-Of-Use During the year ended December 31, 2020, the Company entered into an operating lease for warehouse space in Corona, California (see Note 10). As required by ASC 842, in conjunction with this lease, the Company recognized an operating liability with a corresponding Right-Of-Use non-current Non-current non-current Quantitative information regarding the Company’s leases is as follows: Nine months ended September 30, 2021 2020 Lease expenses Operating lease expenses $ 122,001 $ — Short-term lease expenses $ 76,160 $ 116,683 Total lease cost $ 198,161 $ 116,683 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 163,707 $ — Weighted-average remaining lease term (in years): Operating leases 1.28 — Weighted-average discount rate: Operating leases 14 % — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation t he Company ’ s o t he Company ’ s 8-K/A |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | Fair Value of Financial Instruments transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs that are supported by little or no market data and that require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Revenue Recognition | Revenue Recognition zero-emission In applying ASC Topic 606, the Company is required to: (1) i ; (2) d ; (3) d ; (4) a (5) r Product revenue also includes the sale of electric trucks and cargo vans. These sales represent a single performance obligation with revenue recognition occurring at the time title transfers. Transfer of title occurs when the customer has accepted the vehicle and signed the appropriate documentation acknowledging receipt. The Company is the recipient of a purchase order issued from GerWeiss EV USA LLC (“GerWeiss”) to produce all-electric (“e-trikes”), all-electric the assembled units have been completed by GerWeiss. Upon the recording of revenue, the corresponding deposits are recorded as cost of goods sold. Due to significant impacts of Covid-19 restrictions on the tourist industry in the Philippines, the market to which GerWeiss primarily sold the e-trikes to, they have not been able to complete the current 50 units in production. We do not expect that we will receive the e-trikes nor have our deposit returned, and therefore have fully reserved that amount in the three months ended September 30, 2021. Other revenue includes performing basic vehicle maintenance and detailing, as well as safety inspections for compliance with United States Department of Transportation guidelines. These sales represent a single performance obligation with revenue recognition occurring at the time services are invoiced. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Marketable Securities | Marketable Securities held-to-maturity, |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts— Company’s ( “ ” ) |
Inventory and Inventory Valuation Allowance | Inventory and Inventory Valuation Allowance The Company records inventory at the lower of cost or market, and uses a First In, First Out (“FIFO”) accounting valuation methodology and establishes an inventory valuation allowance for vehicles that it does not intend to support in the future. The Company had finished goods inventory on hand of as of September 30, 2021 and recorded an inventory valuation allowance of related to three vehicles that the Company does not intend to support in the future as of September 30, 2021, resulting in a net inventory balance of $1,019,453 as of September 30, 2021. The Company had no finished goods inventory on hand and no related inventory valuation allowance as of December 31, 2020. |
Inventory Deposits | Inventory Deposits— |
Income Taxes | Income Taxes EVTDS previously recorded deferred tax benefits from net operating losses in current and prior periods. The Company, in light of the uncertainty of generating future taxable income against which those losses can be offset in order to realize such benefits, has determined that recording a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized is appropriate. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. As of September 30, 2020, EVTDS did not recognize a full valuation allowance for all deferred tax assets. In March 2021, the Company recognized a full valuation allowance for all deferred tax assets, and as a result, recorded income tax expense of $218,300 for the three months ended March 31, 2021 in order to establish the reserve. This amount is also an income tax expense for the nine months ended September 30, 2021. The December 31, 2020 audit report for EVTDS stated that corporate income tax returns for 2017, 2018, and 2019 had not been filed; in fact, they were filed on December 15, 2020. The audit report also stated that corporate income tax returns for 2020 had not been filed; those returns were not due to be filed until May17, 2021, and they were filed in early May, 2021. |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes— |
Net Loss Per Share | Net Loss Per Share |
Concentration of Credit Risk | Concentration of Credit Risk The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Company maintains cash and short-term securities invested at Morgan Stanley Private Bank, National Association (“Morgan Stanley”). Between FDIC and the Securities Investor Protection Corporation (“SPIC”) coverage, funds up to $750,000, which may include cash up to $500,000, are insured. In addition, Morgan Stanley provides excess insurance acquired by them from SPIC for an additional $1.9 million in cash and unlimited per customer securities up to a $1 billion cap. The restricted cash reported by EVTDS as of December 31, 2020, combined with additional cash raised in 2021, was used to fund both the merger closing requirement of $5,000,000 to ADOMANI, Inc. (see Note 3) and to repay liabilities of EVTDS. The amount of restricted cash and corresponding unpaid current liabilities of EVTDS that is included in the consolidated balance sheet at September 30, 2021 is zero, as the $254,913 included on the unaudited consolidated balance sheet at June 30, 2021 was resolved by EVTDS using the cash to pay an invoice on behalf of its former stockholder. During the 3 months ended September 30, 2021, the Company’s bank required compensating balances for a subsidiary’s potential lease exposure and for the Company’s credit card limit, resulting in restricted cash of approximately For the three months ended March 31, 2021, total EVTDS sales were to one customer, ADOMANI, Inc., prior to the merger closing (see Note 3). The customer account was collected within two days of invoicing. In addition, the merged entity recorded additional sales during the two weeks post-merger which were made to two other customers and were collected within weeks of invoicing. The Company sold two vehicles during the last week of the three months ended June 30, 2021, and sold eight the Company’s FARs. The Company s AR s . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Goodwill two-step two-step |
Research and Development | Research and Development |
Stock-Based Compensation | Stock-Based Compensation paid-in No. 2018-07, |
Property and Equipment | Property and Equipment three |
Leases | Leases |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table presents the estimated allocation of the purchase price of the assets acquired and liabilities assumed for the acquisition by EVTDS of ADOMANI, Inc. via the reverse acquisition: Purchase Price Allocation of ADOMANI, Inc. Accounts receivable and other current assets $ 1,680,926 Property and equipment 86,873 Right of use asset 369,987 Other assets 59,510 Goodwill 49,546,910 Accounts payable and accrued expenses (820,389 ) Lease liability (369,987 ) Notes payable (417,540 ) Purchase price, net of $3,373,332 cash acquired $ 50,136,290 |
Unaudited Pro Forma Results | The following unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Merger discussed above as if it had occurred on January 1, 2020 and on January 1, 2021. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations for the three and nine months ended September 30, 2020 and 2021, respectively, that would have been realized if the Merger had occurred on January 1, 2020 or January 1, 2021, nor does it purport to project the results of the merged entity in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the merged entities. Pro forma combined results of operations For the three months ended For the nine months ended September 30 September 30 2021 2020 2021 2020 Sales $ 709,092 $ — $ 1,065,562 $ 585,821 Net loss $ (850,475 ) $ (70,946 ) $ (5,045,988 ) $ (3,585,539 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Components of property and equipment, net, consist of the following as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 Furniture and fixtures $ 41,799 $ — Leasehold improvements 28,112 30,166 Machinery & equipment 86,266 92,853 Vehicles 252,724 128,999 Test/Demo vehicles 15,784 — Total property and equipment $ 424,685 $ 252,018 Less accumulated depreciation (125,324 ) (24,457 ) Net property and equipment $ 299,361 $ 227,561 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The Company’s outstanding warrants as of September 30, 2021 is summarized as follows, and all were exercisable at that date (see Note 6): Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding warrants expiring June 9, 2022 199,659 $ 6.00 0.71 Outstanding warrants expiring June 9, 2022 350,000 $ 5.00 0.71 Outstanding warrants expiring January 9, 2023 256,667 $ 3.75 1.28 Outstanding warrants expiring January 28, 2025 8,625,001 $ 0.50 4.25 Outstanding warrants expiring May 7, 2026 19,166,667 $ 1.00 4.60 Outstanding warrants on September 30, 2021 28,597,994 $ 0.96 4.39 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Outstanding | The outstanding options at September 30, 2021 consisted of the following: Weighted Average Remaining Number of Shares Exercise Price Contractual Life (years) Outstanding at March 31, 2021 12,992,857 $ 0.29 4.61 Exercised (750,713 ) $ 0.12 Cancelled / Forfeited at $0.12 Exercise Price (67,144 ) $ 0.12 Cancelled / Forfeited at $0.45 Exercise Price (210,000 ) $ 0.45 Cancelled / Forfeited at $1.31 Exercise Price (195,000 ) $ 1.31 Outstanding Options at $0.10 Exercise Price 5,000,000 $ 0.10 0.46 Outstanding Options at $0.12 Exercise Price 1,358,571 $ 0.12 0.46 Outstanding Options at $0.45 Exercise Price 5,770,000 $ 0.45 8.32 Outstanding Options at $1.31 Exercise Price 270,000 $ 1.31 6.30 Outstanding Options at $ 0 440,000 $ 0.2753 9.84 Outstanding at September 30, 2021 12,210,000 $ 0.28 4.49 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Contractual Commitments | The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of September 30, 2021: Payments due by period Total Less than 1 - 3 years 4 - 5 More Operating lease obligations $ 124,055 $ 96,672 $ 27,383 $ — $ — Employment contract 37,500 37,500 — — — Total $ 161,555 $ 134,172 $ 27,383 $ — $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Information Regarding Leases | Quantitative information regarding the Company’s leases is as follows: Nine months ended September 30, 2021 2020 Lease expenses Operating lease expenses $ 122,001 $ — Short-term lease expenses $ 76,160 $ 116,683 Total lease cost $ 198,161 $ 116,683 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 163,707 $ — Weighted-average remaining lease term (in years): Operating leases 1.28 — Weighted-average discount rate: Operating leases 14 % — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Aug. 04, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Aggregate amount of the Investment in marketable securities | $ 7,007,000 | $ 7,007,000 | $ 0 | |||||
Accounts receivable | 746,640 | 746,640 | 9,000 | |||||
Allowance for Doubtful Trade Receivable, Current | 0 | 0 | 0 | |||||
Inventory, net | 1,019,453 | 1,019,453 | ||||||
Inventory Valuation Reserves | 12,429 | 12,429 | ||||||
Inventory Deposits | 4,498,225 | 4,498,225 | 0 | |||||
Income Tax Expense Benefit | 2,400 | $ 218,300 | 220,700 | |||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 12,210,000 | 12,992,857 | 12,210,000 | |||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | 10,681,327 | 28,597,994 | |||||
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $ 250,000 | |||||||
Time Deposits, at or Above FDIC Insurance Limit | $ 750,000 | 750,000 | ||||||
Cash, FDIC Insured Amount | 500,000 | 500,000 | ||||||
Excess insurance acquired from SPIC in cash | 1,900,000 | |||||||
Unlimited per customer securities cap | 1,000,000,000 | |||||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||||||
Research And Development Expense | 0 | $ 0 | 0 | $ 0 | ||||
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | 2,000 | |||||||
Restricted cash | 60,018 | 60,018 | 1,793,910 | |||||
Stock-based compensation expense | 121,132 | 121,132 | ||||||
Finished goods Inventory | 1,031,882 | $ 1,031,882 | 0 | |||||
Valuation allowance inventory | $ 0 | |||||||
Property, Plant, and Equipment Other than Leasehold Improvements [Member] | Minimum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||
Property, Plant, and Equipment Other than Leasehold Improvements [Member] | Maximum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Envirotech Drive Systems Inc | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Additional cash raised for merger closing requirement | $ 5,000,000 | |||||||
Restricted cash and unpaid current liabilities | 0 | 0 | $ 254,913 | |||||
Restricted cash | $ 60,000 | $ 60,000 | ||||||
Common Stock [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Shares subject to issuance upon exercise of stock options then outstanding | 12,210,000 | 12,210,000 | ||||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | 28,597,994 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 440,000 | |||||||
Fair Value, Recurring | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Assets, fair value disclosure | $ 0 | $ 0 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | $ 0 |
Merger - Narrative (Details)
Merger - Narrative (Details) - USD ($) | Mar. 15, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 294,317,605 | 294,317,605 | 1 | |||||
Finished goods Inventory | $ 1,031,882 | $ 1,031,882 | $ 0 | |||||
Goodwill | 49,546,910 | 49,546,910 | ||||||
Revenues | 709,092 | 1,368,151 | $ 88,735 | |||||
Loss from operations | (1,142,093) | $ (70,946) | (2,471,907) | (261,861) | ||||
Net loss | (850,475) | $ (893,079) | $ (658,510) | (70,946) | (2,402,064) | (254,861) | ||
ADOMANI, Inc. and Subsidiaries [Member] | ||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Revenues | 151,793 | |||||||
Loss from operations | (144,015) | |||||||
E V T D S | ||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Restricted Cash | 1,793,910 | |||||||
Amount raised | 6,415,210 | |||||||
Cash | $ 5,000,000 | |||||||
E V T D S | Liability [Member] | ||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Restricted Cash | 0 | 258,083 | 0 | |||||
Outstanding Cash | $ 0 | $ 258,083 | 0 | |||||
A D O M A N I Inc | ||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Common Stock, Value, Outstanding | $ 53,509,622 | |||||||
Common stock, shares outstanding (in shares) | 112,675,558 | |||||||
Share Price | $ 0.4749 | |||||||
Assets acquired | $ 5,570,628 | |||||||
Finished goods Inventory | 26,400 | |||||||
Liabilities acquired | 1,607,916 | |||||||
Goodwill | 49,546,910 | |||||||
Transaction costs | $ 415,472 | |||||||
Increase Decrease In Revenue | 0 | 319,000 | 79,735 | |||||
Increase Decrease In Net Income Loss | $ 0 | 91,800 | $ 15 | |||||
Net loss | $ 1,826,623 | |||||||
Envirotech Drive Systems Inc | ||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||
Common stock voting rights description | converted into the right to receive one share of the common stock of the Company | |||||||
Common stock issued for cash (in shares) | 142,558,001 | |||||||
Percentage of share issued and outstanding common stock | 56.00% |
Merger - Assets and Liabilities
Merger - Assets and Liabilities Acquired (Details) | Sep. 30, 2021USD ($) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Goodwill | $ 49,546,910 |
A D O M A N I Inc | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Accounts receivable and other current assets | 1,680,926,000 |
Property and equipment | 86,873,000 |
Right of use asset | 369,987,000 |
Other assets | 59,510,000 |
Goodwill | 49,546,910,000 |
Accounts payable and accrued expenses | (820,389,000) |
Lease liability | (369,987,000) |
Notes payable | (417,540,000) |
Purchase price, net of $3,373,332 cash acquired | $ 50,136,290,000 |
Merger - Pro Forma Calculations
Merger - Pro Forma Calculations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combinations [Abstract] | ||||
Sales | $ 709,092 | $ 0 | $ 1,065,562 | $ 585,821 |
Net loss | $ (850,475) | $ (70,946) | $ (5,045,988) | $ (3,585,539) |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 424,685 | $ 252,018 |
Less accumulated depreciation | (125,324) | (24,457) |
Property and equipment, net | 299,361 | 227,561 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 41,799 | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 28,112 | 30,166 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | 86,266 | 92,853 |
Vehicles [Member] | ||
Property and equipment, gross | 252,724 | $ 128,999 |
Test/Demo Vehicles [Member] | ||
Property and equipment, gross | $ 15,784 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Depreciation expense | $ 7,655 | $ 0 | $ 43,031 | $ 0 | |
Gain loss on sale of properties | $ 0 | ||||
EVTDS [Member] | |||||
Depreciation expense | $ 6,560 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | May 20, 2020 | |
Debt Instrument [Line Items] | |||
Principal and accrued interest | $ 153,668 | ||
Notes payable, net | $ 31,788 | ||
Notes payable, net | 21,192 | 152,835 | |
Economic Injury Disaster Loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 150,000 | ||
Outstanding principal rate of interest per annum | 3.75% | 3.75% | |
Principal and accrued interest | 154,817 | ||
Advance for loan application | $ 10,000,000 | ||
Loan funding amount | $ 150,000 | ||
Term of note | 30 years | ||
Maturity date | May 18, 2022 | ||
Line of credit bear interest number of days | 30 days | ||
Line of credit facility, maximum borrowing capacity | $ 15,600,000 | ||
Line of credit borrowing description | Borrowings under the line may not exceed 95% of such cash, cash equivalents, and marketable securities balances. | ||
Economic Injury Disaster Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit interest rate | 2.00% | ||
Paycheck Protection Program [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal rate of interest per annum | 1.00% | ||
Notes Payable | $ 152,835 | ||
Amount Received In Loan Funding | $ 261,244,000 | ||
Loan forgiveness, Percentage | 100.00% | ||
Inventory Software Loan | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 21,292,000 | ||
Long-term Debt | $ 63,576,000 | ||
Debt Instrument, Payment Terms | P24M | ||
Debt Instrument, Periodic Payment | $ 2,648.99 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | May 07, 2021 | Dec. 29, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 15, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 294,317,605 | 255,233,559 | 1 | |||
Exercise price of warrants issued | $ 0.96 | |||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | 10,681,327 | ||||
Second Closing [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Issuance of warrant to purchase common stock | 19,166,667 | |||||
A D O M A N I Inc | ||||||
Class Of Stock [Line Items] | ||||||
Proceeds net of offering costs | $ 5,300,000 | |||||
Gross proceeds from sale of common stock | $ 16,300,000 | |||||
A D O M A N I Inc | First Closing [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 11,500,000 | |||||
Sale of stock, purchase price per share | $ 0.50 | |||||
Issuance of warrant to purchase common stock | 8,625,001 | |||||
Exercise price of warrants issued | $ 0.50 | |||||
A D O M A N I Inc | First Closing [Member] | Underwriter Fees [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 650,000 | |||||
Shares subject to issuance upon exercise of warrants then outstanding | 487,500 | |||||
Other commitments, service fees per month | $ 325,000 | |||||
A D O M A N I Inc | Second Closing [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 38,333,333 | |||||
Sale of stock, purchase price per share | $ 0.45 | |||||
Issuance of warrant to purchase common stock | 19,166,667 | |||||
Exercise price of warrants issued | $ 1 | |||||
A D O M A N I Inc | Second Closing [Member] | Underwriter Fees [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 2,166,666 | |||||
Shares subject to issuance upon exercise of warrants then outstanding | 1,083,330 | |||||
Other commitments, service fees per month | $ 975,000 | |||||
E V T D S | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 142,558,001 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Details) - shares | Sep. 30, 2021 | Mar. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||
Warrant to purchase of common stock | 28,597,994 | 10,681,327 |
Class Of Warrant Or Right Exercisable | 2,056,326 | |
Second Closing [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance of warrant to purchase common stock | 19,166,667 |
Stock Warrants - Warrant Activi
Stock Warrants - Warrant Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | 10,681,327 |
Exercise price of warrants issued | $ 0.96 | |
Remaining Contractual Life | 4 years 4 months 20 days | |
Warrants One Expiring June 2022 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 199,659 | |
Exercise price of warrants issued | $ 6 | |
Remaining Contractual Life | 8 months 15 days | |
Warrants Two Expiring June 2022 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 350,000 | |
Exercise price of warrants issued | $ 5 | |
Remaining Contractual Life | 8 months 15 days | |
Warrants Expiring January 2023 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 256,667 | |
Exercise price of warrants issued | $ 3.75 | |
Remaining Contractual Life | 1 year 3 months 10 days | |
Warrants Expiring January 2025 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 8,625,001 | |
Exercise price of warrants issued | $ 0.50 | |
Remaining Contractual Life | 4 years 3 months | |
Warrants Expiring May 2026 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Shares subject to issuance upon exercise of warrants then outstanding | 19,166,667 | |
Exercise price of warrants issued | $ 1 | |
Remaining Contractual Life | 4 years 7 months 6 days |
Stock Warrants - Warrant Acti_2
Stock Warrants - Warrant Activity (Parenthetical) (Details) | Sep. 30, 2021 |
Warrants One Expiring June 2022 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants and Rights Outstanding, Maturity Date | Jun. 9, 2022 |
Warrants Two Expiring June 2022 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants and Rights Outstanding, Maturity Date | Jun. 9, 2022 |
Warrants Expiring January 2023 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants and Rights Outstanding, Maturity Date | Jan. 9, 2023 |
Warrants Expiring January 2025 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants and Rights Outstanding, Maturity Date | Jan. 28, 2025 |
Warrants Expiring May 2026 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants and Rights Outstanding, Maturity Date | May 7, 2026 |
Stock Options - Additional Info
Stock Options - Additional Information (Details) - USD ($) | Aug. 04, 2021 | Jul. 23, 2021 | Jun. 25, 2021 | Jun. 14, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payments for Repurchase of Common Stock | $ 43,029 | $ 4,029 | |||||
Exercise Price | $ 0.28 | $ 0.29 | |||||
Exercise price of warrants issued | $ 0.96 | $ 0.96 | |||||
Share based payment award options vested fair value | $ 121,132 | $ 121,132 | |||||
Fair Value Expected Volatility Rate | 172.40% | ||||||
Risk Free Interest Rate | 1.56% | ||||||
Stock Option [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vested , stock options outstanding | 12,992,857 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 358,571 | ||||||
Payments for Repurchase of Common Stock | $ 43,029 | ||||||
Exercise price of warrants issued | $ 0.12 | ||||||
Intrinsic value, stock options outstanding | $ 2,356,000 | $ 2,356,000 | |||||
Exercised Zero Point One Two | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 358,571 | 33,571 | |||||
Exercise Price | $ 0.12 | $ 0.12 | |||||
Exercise price of warrants issued | $ 0.12 | ||||||
Forfeited Zero Point One Two | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 67,144 | ||||||
Exercise Price | $ 0.12 | 0.12 | |||||
Forfeited Zero Point Four Five | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 135,000 | 75,000 | |||||
Exercise Price | $ 0.45 | $ 0.45 | 0.45 | ||||
Forfeited One Point Three One | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 135,000 | 60,000 | |||||
Exercise Price | $ 1.31 | $ 1.31 | $ 1.31 | ||||
Exercised Zero Point Two Seven Five Three | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 440,000 | ||||||
Exercise price of warrants issued | $ 0.2753 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding (Details) - $ / shares | Jul. 23, 2021 | Jun. 14, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 12,210,000 | 12,992,857 | ||
Exercise Price | $ 0.28 | $ 0.29 | ||
Contractual Life(in years) | 4 years 5 months 26 days | 4 years 7 months 9 days | ||
Exercised Zero Point One Two | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 750,713 | |||
Exercise Price | $ 0.12 | $ 0.12 | ||
Forfeited Zero Point One Two | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 67,144 | |||
Exercise Price | 0.12 | $ 0.12 | ||
Forfeited Zero Point Four Five | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 210,000 | |||
Exercise Price | $ 0.45 | 0.45 | $ 0.45 | |
Forfeited One Point Three One | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 195,000 | |||
Exercise Price | $ 1.31 | $ 1.31 | $ 1.31 | |
Outstanding Options at 0.10 [Member] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 5,000,000 | |||
Exercise Price | $ 0.10 | |||
Contractual Life(in years) | 5 months 15 days | |||
Outstanding Options at 0.12 [Member] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 1,358,571 | |||
Exercise Price | $ 0.12 | |||
Contractual Life(in years) | 5 months 15 days | |||
Outstanding Options at 0.45 [Member] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 5,770,000 | |||
Exercise Price | $ 0.45 | |||
Contractual Life(in years) | 8 years 3 months 25 days | |||
Outstanding Options at 1.31 [Member] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 270,000 | |||
Exercise Price | $ 1.31 | |||
Contractual Life(in years) | 6 years 3 months 18 days | |||
Outstanding Options at 0.2753 [Member] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Shares subject to issuance upon exercise of stock options then outstanding | 440,000 | |||
Exercise Price | $ 0.2753 | |||
Contractual Life(in years) | 9 years 10 months 2 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021USD ($)ElectricTruck | Sep. 30, 2021USD ($)LeaseAutomobile | Sep. 30, 2021USD ($)LeaseAutomobile | |
ABCI Office Lease | |||
Related Party Transaction [Line Items] | |||
Operating Lease Monthly Payment | $ 2,800 | $ 2,800 | |
SRI Professional Services, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Account paid in consideration of the service rendered | 26,042 | ||
Operating Lease Monthly Payment | $ 7,771 | $ 7,771 | |
SRI Professional Services, Inc. [Member] | SRI Leases Vehicles | |||
Related Party Transaction [Line Items] | |||
Number of properties under leases | Lease | 2 | 2 | |
Lease Commencement Date | Jan. 1, 2020 | ||
Operating Lease Monthly Payment | $ 3,880 | $ 3,880 | |
SRI Professional Services, Inc. [Member] | SRI Leases Trailers | |||
Related Party Transaction [Line Items] | |||
Account paid in consideration of the service rendered | 81,293 | ||
Lease Commencement Date | Dec. 1, 2019 | ||
Operating Lease Monthly Payment | 3,891 | $ 3,891 | |
SRI Professional Services, Inc. [Member] | E V T D S | |||
Related Party Transaction [Line Items] | |||
Lease Commencement Date | Jan. 1, 2020 | ||
Operating Lease Monthly Payment | $ 910 | $ 910 | |
Alpha Bravo Charlie, Inc. | Used Automobiles | |||
Related Party Transaction [Line Items] | |||
Number of properties purchased | Automobile | 2 | 2 | |
Aggregrate purchase price | $ 33,250 | ||
Alpha Bravo Charlie, Inc. | Electric Truck | |||
Related Party Transaction [Line Items] | |||
Number of properties purchased | ElectricTruck | 2 | ||
Aggregrate purchase price | $ 128,000 | $ 83,000 | |
Related party transaction, description of transaction | One of the vehicles purchased by the Company was subsequently sold to a customer of the Company in March 2021 and the second truck remains in the Company’s inventory at September 30, 2021. | ||
Alpha Bravo Charlie, Inc. | Electric Truck | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Aggregrate purchase price | $ 64,000 |
Commitments - Narrative Informa
Commitments - Narrative Information (Details) - USD ($) | Nov. 01, 2020 | Feb. 04, 2020 | Jan. 01, 2020 | Jan. 01, 2017 | Dec. 31, 2019 | Oct. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Jul. 02, 2021 |
Commitments And Contingencies [Line Items] | |||||||||||||
Base rent for term of lease | $ 124,055 | $ 124,055 | |||||||||||
Lease deposit liability | 11,616 | 11,616 | |||||||||||
Operating lease payment exchange from lease obligation | $ 60,630 | ||||||||||||
Operating Leases, Rent Expense, Net | 14,841 | $ 38,579 | 198,161 | $ 116,682 | |||||||||
Chief Financial Officer | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Lease agreement effective date | Jan. 1, 2020 | ||||||||||||
Employment Agreement Renewal Term Of Employment | 5 years | ||||||||||||
Officers Compensation | $ 150,000 | $ 215,000 | $ 200,000 | ||||||||||
SRI Equipment leases | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Leases, Rent Expense | 38,853 | 23,312 | 66,055 | 75,935 | |||||||||
SRI Office Lease | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Leases, Rent Expense | 4,550 | 2,730 | 11,270 | 8,190 | |||||||||
ABCI Office Lease | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Leases, Rent Expense | 8,400 | $ 8,400 | 25,200 | $ 16,800 | |||||||||
Operating Lease Monthly Payment | $ 2,800 | $ 2,800 | |||||||||||
Storage Space in Stockton, California [Member] | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Lease Monthly Payment | $ 1,000 | ||||||||||||
Operating lease termination notice period | 30 days | ||||||||||||
Corporate Office in Corona, California [Member] | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Lease Monthly Payment | $ 7,600 | ||||||||||||
Operating lease, contract term | 65 months | ||||||||||||
Lease expiration date | Feb. 28, 2023 | ||||||||||||
Base rent for term of lease | $ 568,912 | ||||||||||||
Operating lease monthly payment escalated | $ 10,560 | ||||||||||||
Warehouse Space in Corona, California [Member] | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Lease Monthly Payment | $ 13,108 | ||||||||||||
Operating lease, contract term | 36 months | ||||||||||||
Lease expiration date | Dec. 31, 2022 | ||||||||||||
Base rent for term of lease | $ 495,720 | ||||||||||||
Lease Commencement Date | Jan. 1, 2020 | ||||||||||||
Warehouse Space in Corona, California [Member] | Forecast | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating lease monthly payment escalated | $ 13,906 | ||||||||||||
Warehouse Space in Corona, California [Member] | Fire Sprinkler Alarm Monitoring and Landscape Maintenance [Member] | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Lease Monthly Payment | $ 265 | ||||||||||||
Corporate Office in Corona, California [Member] | Masters Transportation, Inc. [Member] | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating Lease Monthly Payment | $ 6,000 | ||||||||||||
Lease expiration date | Dec. 31, 2022 | ||||||||||||
Lease agreement effective date | Feb. 1, 2020 | ||||||||||||
Operating lease monthly payment, escalated amount | $ 6,365 |
Commitments - Future Minimum Pa
Commitments - Future Minimum Payments Under Contractual Commitments (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 124,055 |
Operating lease obligations, Less than one year | 96,672 |
Operating lease obligations, 1-3 years | 27,383 |
Employment contracts, Total | 37,500 |
Employment contracts, Less than one year | 37,500 |
Total | 161,555 |
Total, Less than one year | 134,172 |
Total, 1-3 years | $ 27,383 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | Jun. 19, 2019 | Feb. 03, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Damages and attorney's fees | $ 13,500,000 | |
Number of shares refused to release | 1,320,359 | |
Assets acquired through foreclosure in credit bid | $ 582,000 |
Leases - Additional Information
Leases - Additional Information (Details) | Sep. 30, 2021USD ($)Lease | Mar. 15, 2021USD ($) |
Operating Leased Assets [Line Items] | ||
Weighted-average remaining lease term | 1 year 3 months 10 days | |
Office And Warehouse Leases [Member] | ||
Operating Leased Assets [Line Items] | ||
Number of lease | Lease | 4 | |
Corporate Office Lease [Member] | ||
Operating Leased Assets [Line Items] | ||
Right of use asset included in other non-current assets | $ 131,622 | |
Equipment Lease [Member] | ||
Operating Leased Assets [Line Items] | ||
Number of lease | Lease | 5 | |
Warehouse Space in Corona, California [Member] | ||
Operating Leased Assets [Line Items] | ||
Weighted-average remaining lease term | 1 year 3 months | |
Warehouse Space in Corona, California [Member] | Current Assets [Member] | ||
Operating Leased Assets [Line Items] | ||
Right of use asset included in other non-current assets | $ 166,483 | $ 238,365 |
Current liabilities relating to ROU asset | 131,244 | |
Warehouse Space in Corona, California [Member] | Noncurrent Assets [Member] | ||
Operating Leased Assets [Line Items] | ||
Non-current liabilities relating to ROU asset | $ 35,239 |
Leases - Information Regarding
Leases - Information Regarding Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease expenses | ||
Operating lease expenses | $ 122,001 | |
Short-term lease expenses | 76,160 | $ 116,683 |
Total lease cost | 198,161 | $ 116,683 |
Operating cash flows | $ 163,707 | |
Operating leases | 1 year 3 months 10 days | |
Operating leases | 14.00% |