Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Envirotech Vehicles, Inc. |
Entity Central Index Key | 0001563568 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 4,846,490 | $ 136,222 | |
Restricted cash | 60,035 | 1,793,910 | |
Marketable securities | 8,002,700 | ||
Accounts receivable | 1,428,030 | 9,000 | |
Inventory, net | 3,850,541 | ||
Inventory deposits | 4,503,079 | 0 | |
Prepaid expenses | 332,514 | ||
Total current assets | 23,023,389 | 1,939,132 | |
Property and equipment, net | 272,113 | 227,561 | |
Goodwill | 51,775,667 | ||
Other non-current assets | 236,639 | 242,025 | |
Total assets | 75,307,808 | 2,408,718 | |
Current liabilities: | |||
Accounts payable | 238,464 | 345,383 | |
Accrued liabilities | 1,280,020 | 2,382,660 | |
Notes payable, net | 31,788 | ||
Total current liabilities | 1,550,272 | 2,728,043 | |
Long-term liabilities | |||
Other non-current liabilities | 2,427 | ||
Notes payable, net | 13,245 | 152,835 | |
Total liabilities | 1,565,944 | 2,880,878 | |
Stockholders' equity (deficit): | |||
Preferred stock | |||
Common stock | 2,981 | 100 | |
Additional paid-in capital | 81,863,243 | ||
Accumulated deficit | (8,124,360) | (472,260) | |
Total stockholders' equity (deficit) | 73,741,864 | (472,160) | |
Total stockholders' equity (deficit) | (472,160) | $ (192,739) | |
Total liabilities and stockholders' equity (deficit) | $ 75,307,808 | 2,408,718 | |
ADOMANI, INC. [Member] | |||
Current assets: | |||
Cash and cash equivalents | 4,136,000 | 4,432,000 | |
Marketable securities | 0 | 2,771,000 | |
Accounts receivable | 13,609 | 661,352 | |
Notes receivable, net | 0 | 40,000 | |
Inventory, net | 353,730 | 494,158 | |
Inventory deposits | 965,994 | 935,204 | |
Prepaid expenses | 1,083,000 | 1,197,000 | |
Other current assets | 15,000 | 41,000 | |
Total current assets | 5,602,000 | 9,636,000 | |
Property and equipment, net | 101,663 | 111,843 | |
Other non-current assets | 464,000 | 569,000 | |
Total assets | 6,168,000 | 10,317,000 | |
Current liabilities: | |||
Accounts payable | 9,000 | 418,000 | |
Accrued liabilities | 897,000 | 649,000 | |
Notes payable, net | 204,000 | 0 | |
Line of credit | 0 | 5,820,000 | |
Total current liabilities | 1,110,000 | 6,887,000 | |
Long-term liabilities | |||
Other non-current liabilities | 216,000 | 148,000 | |
Notes payable, net | 207,000 | 0 | |
Total liabilities | 1,533,000 | 7,035,000 | |
Stockholders' equity (deficit): | |||
Preferred stock | 0 | 0 | |
Common stock | 1,000 | 1,000 | |
Additional paid-in capital | 68,198,000 | 62,459,000 | |
Accumulated deficit | (63,564,000) | (59,178,000) | |
Total stockholders' equity (deficit) | 4,635,000 | 3,282,000 | |
Total liabilities and stockholders' equity (deficit) | $ 6,168,000 | $ 10,317,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 298,160,160 | 1 | |
Common stock, shares outstanding (in shares) | 298,160,160 | 1 | |
ADOMANI, INC. [Member] | |||
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) | 112,670,580 | 73,125,538 | |
Common stock, shares outstanding (in shares) | 112,670,580 | 73,125,538 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of Goods and Services Sold [Abstract] | |||
Sales | $ 2,042,844 | $ 88,735 | |
Total Cost of Sales | 1,281,468 | 73,560 | |
Gross profit | 761,376 | 15,175 | |
Operating expenses | |||
General and administrative | 8,238,530 | 355,231 | |
Consulting | 188,703 | 70,901 | |
Research and development | 58,139 | ||
Total operating expenses, net | 8,485,372 | 426,132 | |
Loss from operations | (7,723,996) | (410,957) | |
Other income (expense): | |||
Interest income (expense), net | 4,412 | (2,864) | |
Gain on debt forgiveness, net of other expense | 288,185 | 7,000 | |
Total other income (expense) | 292,597 | 4,136 | |
Loss before income taxes | (7,431,399) | (406,821) | |
Income tax recovery (expense) | (220,700) | 127,300 | |
Net loss | $ (7,652,100) | $ (279,521) | |
Net loss per share to common stockholders: | |||
Basic and diluted | $ (0.03) | $ (279,521) | |
Weighted shares used in the computation of net loss per share: | |||
Basic and diluted | 229,034,470 | 1 | |
ADOMANI, INC. [Member] | |||
Cost of Goods and Services Sold [Abstract] | |||
Sales | $ 618,000 | $ 12,561,000 | |
Total Cost of Sales | 303,000 | 11,627,000 | |
Gross profit | 315,000 | 934,000 | |
Operating expenses | |||
General and administrative | 4,422,000 | 5,705,000 | |
Consulting | 155,000 | 333,000 | |
Research and development | 75,000 | 109,000 | |
Total operating expenses, net | 4,652,000 | 6,147,000 | |
Loss from operations | (4,337,000) | (5,213,000) | |
Other income (expense): | |||
Interest income (expense), net | (49,000) | 42,000 | |
Other income | 0 | 18,000 | |
Total other income (expense) | (49,000) | 60,000 | |
Loss before income taxes | (4,386,000) | (5,153,000) | |
Income tax recovery (expense) | 0 | 0 | |
Net loss | $ (4,386,000) | $ (5,153,000) | |
Net loss per share to common stockholders: | |||
Basic and diluted | $ (0.06) | $ (0.07) | |
Weighted shares used in the computation of net loss per share: | |||
Basic and diluted | 75,583,936 | 72,919,333 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | ADOMANI, INC. [Member] | Common Stock [Member] | Common Stock [Member]ADOMANI, INC. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]ADOMANI, INC. [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]ADOMANI, INC. [Member] |
Balance at Dec. 31, 2018 | $ 7,604,000 | $ 1,000 | $ 61,628,000 | $ (54,025,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 72,732,292,000 | |||||||
Stock based compensation | 769,000 | 769,000 | ||||||
Net loss | (5,153,000) | (5,153,000) | ||||||
Common stock issued for services | 55,000 | 55,000 | ||||||
Common stock issued for services (in shares) | 322,162 | |||||||
Common stock issued for stock options exercised | $ 7,000 | 7,000 | ||||||
Common stock issued for stock options exercised (in shares) | 71,084 | 71,084,000 | ||||||
Balance at Dec. 31, 2019 | $ 3,282,000 | $ 100 | $ 1,000 | 62,459,000 | $ (192,739) | (59,178,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1 | 73,125,538,000 | ||||||
Balance at Dec. 31, 2019 | $ (192,739) | |||||||
Common stock issued for cash | 5,425,000 | 5,425,000 | ||||||
Common stock issued for cash (in shares) | 11,500,000,000 | |||||||
Offering costs netted against proceeds | (109,000) | (109,000) | ||||||
Stock based compensation | 347,000 | 347,000 | ||||||
Net loss | (279,521) | (4,386,000) | (279,521) | (4,386,000) | ||||
Common stock issued for services | 76,000 | 76,000 | ||||||
Common stock issued for services (in shares) | 545,057,000 | |||||||
Stock And Warrants Issued During Period Value Preferred Stock And Warrants Shares | 27,499,985,000 | |||||||
Balance at Dec. 31, 2020 | (472,160) | 4,635,000 | $ 100 | $ 1,000 | $ 0 | 68,198,000 | (472,260) | $ (63,564,000) |
Balance (in shares) at Dec. 31, 2020 | 1 | 112,670,580,000 | ||||||
Balance at Dec. 31, 2020 | (472,160) | |||||||
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 | $ 55,738,379 | $ 1,127 | $ 55,737,252 | |||||
Common stock issued for merger (in shares) | 112,675,558 | |||||||
Post-Merger common stock issued for cash | 16,486,210 | $ 429 | 16,485,781 | |||||
Post-Merger common stock issued for cash (in shares) | 42,926,601 | |||||||
Offering costs netted against proceeds | (188,015) | $ 0 | (188,015) | 0 | ||||
Stock based compensation | 3,414,440 | 3,414,440 | ||||||
Net loss | (7,652,100) | (7,652,100) | ||||||
Balance at Dec. 31, 2021 | $ 73,741,864 | $ 2,981 | $ 81,863,243 | $ (8,124,360) | ||||
Balance (in shares) at Dec. 31, 2021 | 298,160,160 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (7,652,100) | $ (279,521) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Unrealized loss on marketable securities | 4,673 | ||
Depreciation and amortization | 70,279 | 17,670 | |
Provision for bad debt | 303,879 | ||
Stock based compensation expense | 3,414,440 | ||
Gain on debt forgiveness | (290,520) | ||
Changes in assets and liabilities: | |||
Accounts receivable | (1,415,657) | (196,750) | |
Inventory | (3,198,877) | ||
Inventory deposits | (4,503,079) | ||
Prepaid expenses | 693,375 | ||
Other non-current assets | 123,343 | ||
Accounts payable | (235,306) | 80,454 | |
Accrued liabilities | (10,229) | 1,904,480 | |
Other non-current liabilities | (240,976) | ||
Net cash (used in), provided by operating activities | (12,936,755) | 1,526,333 | |
Cash flows from investing activities: | |||
Purchase of property and equipment, net | (27,958) | (73,091) | |
Investment in marketable securities | (16,233,213) | ||
Sale of marketable securities | 8,210,000 | ||
Cash acquired in merger | 3,373,332 | ||
Net cash (used in) investing activities | (4,677,839) | (73,091) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 21,107,410 | ||
Payments for deferred offering costs | (188,015) | ||
Principal advances from (repayments on) debt | (328,408) | 152,835 | |
Net cash provided by financing activities | 20,590,987 | 152,835 | |
Net change in cash, restricted cash, and cash equivalents | 2,976,393 | 1,606,077 | |
Cash, restricted cash, and cash equivalents at the beginning of the period | 1,930,132 | 324,055 | |
Cash and cash equivalents at the end of the period | 4,906,525 | 1,930,132 | $ 324,055 |
Supplemental cash flow disclosures: | |||
Cash paid for interest expense | 7,705 | ||
Cash paid for income taxes | 2,400 | ||
ADOMANI, INC. [Member] | |||
Cash flows from operating activities: | |||
Net loss | (4,386,000) | (5,153,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 44,000 | 48,000 | |
Provision for bad debt | 338,000 | 274,000 | |
Stock based compensation expense | 347,000 | 769,000 | |
Amortization of right of use assets | 198,000 | 0 | |
Common stock issued for services | 76,000 | 55,000 | |
Loss on write-down of property and equipment | 0 | 7,000 | |
Changes in assets and liabilities: | |||
Accounts receivable | 648,000 | 335,000 | |
Notes receivable | (15,000) | (27,000) | |
Inventory | 140,000 | (494,000) | |
Prepaid expenses | 114,000 | (95,000) | |
Other current assets | 25,000 | (44,000) | |
Other non-current assets | (199,000) | 58,000 | |
Accounts payable | (409,000) | 76,000 | |
Accrued liabilities | 248,000 | (320,000) | |
Other non-current liabilities | (130,000) | (71,000) | |
Net cash (used in), provided by operating activities | (2,961,000) | (4,582,000) | |
Cash flows from investing activities: | |||
Purchase of property and equipment, net | (12,000) | (13,000) | |
Proceeds from sale of marketable securities | 2,770,000 | 1,179,000 | |
Investment in marketable securities | 0 | (38,000) | |
Net cash (used in) investing activities | 2,758,000 | 1,128,000 | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 5,425,000 | 0 | |
Payments for deferred offering costs | (109,000) | 0 | |
Advances on line of credit | 150,000 | 5,850,000 | |
Principal repayments on line of credit | (5,970,000) | (1,730,000) | |
Proceeds from third party notes | 738,000 | 0 | |
Payments on third party notes | (738,000) | 0 | |
Proceeds from exercise of stock options | 0 | 7,000 | |
Proceeds from SBA loans | 411,000 | 0 | |
Net cash provided by financing activities | (93,000) | 4,127,000 | |
Net change in cash, restricted cash, and cash equivalents | (296,000) | 673,000 | |
Cash, restricted cash, and cash equivalents at the beginning of the period | $ 4,136,000 | 4,432,000 | 3,759,000 |
Cash and cash equivalents at the end of the period | 4,136,000 | 4,432,000 | |
Supplemental cash flow disclosures: | |||
Cash paid for interest expense | 141,000 | 146,000 | |
Cash paid for income taxes | 0 | 0 | |
Non-cash transactions: | |||
Other non-current asset reclassified to property & equipment | 0 | 7,000 | |
Assets received offsetting notes receivable | 22,000 | 0 | |
Equipment transferred against note receivable | $ 0 | $ 2,000 |
Organization and Operations
Organization and Operations | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Operations | 1. Organization and Operations Envirotech Vehicles, Inc. (“we,” “us,” “our” or the “Company”) is a provider of purpose-built zero-emission 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. | |
ADOMANI, INC. [Member] | ||
Organization and Operations | 1. Organization and Operations ADOMANI, Inc. (“we”, “us”, “our” or the “Company”) is a provider of new purpose-built zero-emission zero-emission re-power zero-emission |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Principles of Consolidation —The accompanying financial statements reflect the con solidation o tong) Aut omotive Technology Co. Ltd. (dissolved in December, 2021), ADOMANI ZEV Sales, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the re porting period. Actu al results could differ from those estimates. Fair Value of Financial Instruments —The carrying values of the Company’s financial instruments, including cash, accounts receivable antageou s market for the asset or 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 — The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At December 31, 2021, the Company did have a concentration of customers; four customers’ balances account for approximately 81 63 In applying ASC Topic 606, the Company is required to: (1) identify any contracts with customers; (2) determine if multiple performance obligations exist; (3) determine the transaction price; (4) allocate the transaction price to the respective obligation; and (5) recognize the revenue as the obligation is satisfied. 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. See discussion below related to vehicle maintenance revenue. The Company provides the option of financing (flooring) to Factory Authorized Representatives (“FARs”) for demo vehicles that are used in their selling process. Flooring agreements are made either expressly or implicitly and last no longer than one year with respect to specific vehicles, as payment for the vehicles is due in full before the first anniversary of the agreement, or upon sale by the FAR of the demo vehicle. The interest rate associated with the flooring agreement is agreed upon at the time of executing the FAR agreement. The Company has elected the practical expedient allowed by ASC Topic 606 where consideration does not need to be adjusted for financing components of the agreement. Other revenue for the year ended December 31, 2021 included performing basic performance obligation with revenue recognition occurring at the time services are invoiced. These sales did not exist in 2020; were approximately $118,000 for the year ended December 31, 2021, and will not recur in 2022. The Company has therefore not provided any additional disaggregation information, as all other revenue relates to the sale of vehicles as discussed above. Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had $60,035 and $1,793,910 restricted cash at December 31, 2021 and 2020, respectively. The amount at December 31, 2021 relates to balances required by our bank to support certain minor activities. The amount at December 31, 2020 related to subscription agreements outstanding at that date that related to the Merger and was of Credit Risk below in this Note. Marketable Securities The Company invests These securities had original maturity dates ranging from 143 days to 364 days, and at December 31, 2021, the remaining maturity dates on these securities ranged from 13 days to 167 days. December 31, 2020. Accounts Receivable and Allowance for Doubtful Accounts— The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $1,428,030 and $9,000 as of December 31, 2021 and December 31, 2020, respectively. A significant portion of the Company’s sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to most of, a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the dealer may take two to six months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. Because the trade accounts receivable balance at December 31, 2021 is from credit-worthy customers, many of whom are our Company’s FARs, and because the December 31, 2020 balance was collected has been recorded relative to the trade accounts receivable balance as of December 31, 2021 or December 31, 2020. As discussed above, at December 31, 2021, four customers’ balances account for approximately 81 percent of the outstanding accounts receivable; for the year ended December 31, 2021, four customers accounted for approximately 63 percent of the annual revenue recorded. Inventory and Inventory Valuation Allowance The Company records inventory at the lower of cost or net realizable value, 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 sell in the future. The Company had finished goods inventory on hand of Inventory Deposits— Certain of our vendors require the Company to pay upfront deposits before they will commence manufacturing our vehicles, and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the Balance Sheet. Upon completion of production, acceptance by the Company, and passage of title to the Company, deposits are reclassified to invent ory. The Comp any had inventory deposits of $4,503,079 and zero as of December 31, 2021, and December 31, 2020, respectively. Deposits paid to two vendors accounted for 96 percent of the deposits outstanding at December 31, 2021; one different vendor with an affiliation to the two vendors just mentioned accounted for approximately 85 percent of the cost of sales for the year ended December 31, 2021. 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 December 31, 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 year ended December 31, 2021. Accounting for Uncertainty in Income Taxes— Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities . As of December 31 , 2021 , 6,770,000 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 28,597,994 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding. There were no outstanding dilutive instruments at December 31, 2020 . 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 December 31, 2021 is zero. During the year ended December 31 , 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 $60,000. Impairmen t of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of December 31 , 2021 and December 31 , 2020 , respecti vely. Goodwill— of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment. A qualitative analysis is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value to determine the amount of impairment, if any. The Company has determined that it has one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessment at December 31, 2021 that $51,775,667 in goodwill related to the ADOMANI, Inc. and EVTDS Merger did not experience impairment. See Note 3. Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $58,139 for the year ended December 31 , 2021 . No costs were incurred in 2020 . Stock-Based Compensation —The Company accounts air value of paid-in capital over the period during which services are rendered. Additionally, in June 2018 the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, which simplified several aspects of accounting for nonemployee share-based pay m purchase 440,000 shares of common stock issued on August 4, 2021 (see Note 9), non-cash stock-based compensation expense was $ 121,132 . An additional $3,293,308 was recorded related to the value of certain options assumed by the merged entity, bringing the total amount recorded for the year ended December 31, 2021 to $3,414,440. Property and Equipment three Leases —The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose Recent Accounting Pronouncements —Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements. | |
ADOMANI, INC. [Member] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Going Concern— non-binding all-electric zero-emission Principles of Consolidation Use of Estimates Fair Value of Financial Instruments value or most advantageous market for the asset or liability in an orderly 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 for which there is little or no market data, and which 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 zero-emission In applying ASC Topic 606, the Company is required to: (1) identify any contracts with customers; (2) determine if multiple performance obligations exist; (3) determine the transaction price; (4) allocate the transaction price to the respective obligation; and (5) recognize the revenue as the obligation is satisfied. As part of the termination agreement with Blue Bird, the Company has been paid $5,000 for each electric drivetrain Blue Bird ordered from Cummins Corporation during the period of June 1, 2019 through September 30, 2019. This agreement is a single performance obligation with the Company recognizing revenue upon notification from Blue Bird that delivery has been made to its customer. The final customer delivery by Blue Bird was made in April, 2020; the final payment was made in June, 2020; thus, no additional revenue will be recorded by ADOMANI related to the termination agreement. 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 van 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 Other revenue includes, effective February 2020, 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 Notes Receivables Inventory and Inventory Valuation Allowance Inventory Deposits Income Taxes The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. 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 December 31, 2020 and 2019, respectively, the Company recognized a full valuation allowance for all deferred tax assets. Accounting for Uncertainty in Income Taxes 2019 Net Loss Per Share Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of December 31, 2020, the Company had 9,685,247 and 10,681,327 stock options and stock warrants outstanding, respectively. Concentration of Credit Risk Impairment of Long-Lived Assets Research and Development Stock-Based Compensation paid-in Property and Equipment three Leases Recent Accounting Pronouncements statements |
Merger
Merger | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Merger | 3. Merger On March 15, 2021, the Company completed its acquisition of EVTDS, a supplier of zero-emission trucks, cargo vans, chassis and other commercial vehicles. The transaction was completed in accordance with the Merger Agreement, by and among the Company, EVTDS and Merger Sub. As a result of such transaction, Merger Sub was merged with and into EVTDS, with EVTDS surviving as a wholly owned subsidiary of the Company (the “Merger”). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the common stock of EVTDS was automatically converted into the right to receive one share of the common stock of the Company. As a result of the Merger, the Company issued an aggregate of 142,558,001 shares of its common stock to the former EVTDS stockholders, which shares represented approximately 56% of the total issued and outstanding shares of common stock of the Company as of immediately following the effective time of the Merger. This exchange of shares and the resulting controlling ownership of EVTDS constitutes a reverse acquisition resulting in a recapitalization of EVTDS and purchase accounting being applied to ADOMANI, Inc. under ASC 805 due to EVTDS being the accounting acquirer and ADOMANI, Inc. being deemed an acquired business. This requires financial reporting from the Merger close date forward to reflect only the historic consolidated results of EVTDS and to include the consolidated results for Envirotech Vehicles, Inc. (formerly ADOMANI, Inc.) The primary reasons EVTDS consummated the merger with ADOMANI, Inc. were the opportunity to immediately become a public company without the process of doing its own initial public offering, affording it the opportunity to more quickly raise capital (see Note 7) and provide liquidity options to its stockholders, at the same time acquiring the infrastructure required of a public company run by people experienced in investor relations and the public company regulatory compliance issues and filings required. In addition, since ADOMANI, Inc. had been the sole customer of EVTDS, the two management teams had experience working with each other and anticipated a smooth transition in addition to obtaining synergies, chief of which was a layer of profit required when 2 separate entities were involved in making and selling a vehicle that was immediately eliminated upon the Merger close, enabling the purchase price of customers to be reduced. The combined entity also was able to exert more pressure on suppliers to reduce vehicle costs, which also supported the price reductions to customers. 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 Vehicles, Inc., a Canadian entity (“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 $6,415,110. 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. This number has decreased to zero in both categories as of December 31, 2021. EVTDS entered into an exclusive 50-year distribution agreement as of October 4, 2017 to become the sole USA distributor of EVT Canada. This agreement grants EVTDS the exclusive right in the United States to promote sales, including the right to use trademarks, trade names, service marks and logos and to obtain orders based on sales targets for orders. The agreement also provides that EVT Canada. may not independently appoint additional distributors. The Company obtained this agreement in the Merger. 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 51,775,667 Accounts payable and accrued expenses (820,389 ) Lease liability (369,987 ) Notes payable (417,540 ) Purchase price, net of $3,373,332 cash acquired $ 52,365,047 This allocation is based on management’s estimated fair value of the ADOMANI Inc. assets and liabilities at March 15, 2021. ADOMANI, Inc. assets were derived from a total value of $ 53,509 The (see Note 9) was added to reach an adjusted value of $55,738,379. From that amount, total assets acquired of $5,570,628 (including a reduction in the carrying value of finished goods inventory of $26,400 to reflect fair value) was deducted, and total acquired liabilities of $1,607,916 were added, in order g , none of which will be deductible for future income tax purposes. The Company incurred approximately $415,472 in transaction costs related to the Merger , which were expensed. 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 11 and 13), all accounting subsequent to the closing of the Merger has been and will continue to be done on a consolidated basis. The Company therefore is not able to segregate the operating results of operations between the formerly separate entities in the current periods. 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 years ended December 31, 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. For the years ended December 31 Pro forma combined results of operations 2021 2020 Sales $ 1,740,255 $ 627,166 Net loss $ (10,296,024 ) $ (4,666,079 ) The adjustments for the year ended December 31, 2020 resulted in a reduction in sales of $79,735 and a $15 decrease in net loss. The adjustments for the y ear ended December 31 , 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 the year ended December 31, 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, Net | 4. Property and equipment, net Components of property and equipment, net consist of the following as of December 31, 2021 and 2020: December 31, 2021 December 31, 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 (152,572 ) (24,457 ) Net property and equipmen t $ 272,113 $ 227,561 Depr eciation expense was $70,729 and $17,670 for the years ended December 31, 2021 and 2020, respectively. | |
ADOMANI, INC. [Member] | ||
Property and equipment, Net | 3. Property and equipment, net Components of property and equipment, net consist of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Furniture and fixtures $ 41,799 $ 41,799 Leasehold improvements 35,042 23,338 Computers 59,668 59,667 Machinery & equipment 22,440 — Vehicles 72,299 72,299 Test/Demo vehicles 15,784 15,784 Total property and equipment 247,032 212,887 Less accumulated depreciation (145,369 ) (101,044 ) Net property and equipment $ 101,663 $ 111,843 Depreciation expense was $44,325 and $48,576 for the years ended December 31, 2020 and 2019, respectively. |
Debt
Debt | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | 6. Debt As of December 31, 202 0 , 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 evidenced by a promissory note of the Company, dated May 3, 2020 (the “PPP Note”) in the principal amount of $261,244 with Wells Fargo Bank, N.A. (“Wells Fargo”), the lender. The PPP provides for loans to be forgiven under certain circumstances if provisions are met. Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the PPP Note is two years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the loan amount is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning on November 1, 2020 through the maturity date of May 3, 2022 . The Company filed its forgiveness application on October 16, 2020 and was notified by Wells Fargo on January 6, 2021 that its PPP Loan had been approved internally for 100% 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 $10,000 that was advanced as part of the Company’s application for the EIDL On May 20, 2020 ADOMANI, Inc. received $150,000 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 3.75% per annum. The term of the EIDL Note is thirty years, 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 May 18, 2022 through the maturity date of May 18, 2050. The EIDL loan and accrued interest in the amount of $154,817 was repaid without penalty 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 As of December 31, 2021, $31,788 is reflected on the consolidated balance sheet as current notes payable while $13,245 is classified as long-term notes payable. 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 LIBOR plus 2.0%. There is no maturity date for the line, but Morgan Stanley may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the cash and cash equivalents maintained by the Company in its Morgan Stanley accounts. Borrowings under the line may not exceed 95% of such cash, cash equivalents, and marketable securities balances. The maximum amount the Company could borrow at December 31, 2021, was approximately $10.4 million; there was no principal amount outstanding at that date. The line of credit and related interest expense was repaid in full on February 3, 2020. The line of credit is still available to the Company, but there is no current plan to borrow from it. | |
ADOMANI, INC. [Member] | ||
Debt | 6. Debt As of December 31, 2019, the principal amount outstanding under the Morgan Stanley line of credit was approximately $5.8 million, and the undrawn borrowing availability was $820,948. On February 3, 2020, the Company sold marketable securities and paid off the balance, including accrued interest, of the line of credit. The line of credit is still available to the Company, but there is no current plan to borrow from it. On May 6, 2020, the Company received $261,244 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company, dated May 3, 2020 (the “PPP Note”) in the principal amount of $261,244 with Wells Fargo Bank, N.A. (Wells Fargo), the lender. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks, or, if elected by the Company, twenty-four weeks, in either case, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week or twenty-four week period, as applicable. Under the terms of the PPP Note and the PPP, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the PPP Note is two years, though it may be payable sooner in connection with an event of default under the PPP Note. To the extent the loan amount is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning on November 1, 2020 through the maturity date of May 3, 2022. The Company filed its forgiveness application on October 16, 2020, and was notified by Wells Fargo on January 6, 2021 that its PPP Loan had been approved internally for 100% forgiveness and had been forwarded to SBA for their approval. The Company anticipates the net amount forgiven will be $251,244, which is the principal amount of $261,244, less $10,000 that was advanced as part of the Company’s application for the EIDL loan (see below). Any EIDL advance must be repaid as part of the PPP Loan forgiveness process. As of December 31, 2020, the principal and accrued interest on the PPP Note is $262,979, of which $203,867 and $59,112 is reflected on the consolidated balance sheets as current and long-term liabilities, respectively. On May 20, 2020, the Company received $150,000 in loan funding from the U.S. SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the recently enacted CARES Act. The EIDL load is 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 3.75% per annum. The term of the EIDL Note is thirty years, though it may be payable sooner upon an event of default under the EIDL Note. Under the EIDL Note, the Company will be obligated to make equal monthly payments of principal and interest beginning on May 17, 2021 through the maturity date of May 17, 2050. The EIDL Note may be prepaid in part or in full, at any time, without penalty. As of December 31, 2020, the principal and accrued interest on the EIDL Note is $153,789, all of which is reflected on the consolidated balance sheets as a long-term liability. On October 28, 2020, the Company received $500,000 in loan funding (the “EVT Loan #1”) from Envirotech Drive Systems Incorporated / SRI Professional Services, Incorporated (“EVT”). The EVT Loan #1 was evidenced by a balloon payment promissory note, dated October 28, 2020, issued by the Company in favor of Lender (the “EVT Note #1”) in an original principal amount of $500,000. No interest will accrue on the unpaid principal amount of the EVT Loan #1. In connection with the funding of the EVT Loan #1, the Company paid to EVT an origination fee in the amount of $49,999. Under the terms of the EVT Note #1, the unpaid principal amount of the EVT Loan #1 was payable by the Company in one installment due upon the Company securing additional financing or issuing shares of its capital stock on or before December 31, 2020. The EVT Note #1 was repaid in full on December 30, 2020 from proceeds of the PIPE offering that closed on December 29, 2020. See Note 7. On November 25, 2020, the Company received all-electric #2 ”) in an original principal amount of $ . interest will accrue on the unpaid principal amount of the EVT Loan # . In connection with the funding of the EVT Loan # , the Company paid to EVT an origination fee in the amount of $ . Under the terms of the EVT Note # , the unpaid principal amount of the EVT Loan # was payable by the Company in one installment due upon the Company securing additional financing or issuing shares of its capital stock on or before December , . The EVT Note # was repaid in full on December , from proceeds of the PIPE offering that closed on December , . See Note . |
Common Stock
Common Stock | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock | 7. 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 650,000 shares and 487,500 Warrants issued to the underwriter in lieu of paying $325,000 of fees in cash. Since this ADOMANI, Inc. activity occurred before the close of the Merger, it is not reflected in the EVTDS financial statements for the year ended December 31, 2020, but as stated above, is discussed here because it was primarily the source of the approximate $3.3 million cash acquired by EVTDS in the Merger that closed on March 15, 2021. See Note 3. 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 (File No. 333-255341) filed with the SEC on April 19, 2021, registering for resale the shares of the Company’s common stock sold, and the shares issuable under the Warrants issued, in connection with the Financing. At the second closing of the Financing, the Company raised aggregate net cash proceeds of $16,274,991 through the sale and issuance of an additional 38,333,333 shares of its common stock at a purchase price equal to $0.45 per share, and additional Warrants to purchase up to an aggregate of 19,166,667 shares of its common stock at an exercise price of $1.00 per share. The share and Warrant amounts issued include 2,166,666 shares and a Warrant to purchase 1,083,330 shares issued to the underwriter in lieu of paying $975,000 of fees in cash. In addition to the $16,274,991 cash equity proceeds discussed in the previous paragraph, the Company also received $211,219 cash equity proceeds from the exercise of various stock option agreements as discussed in Note 9. | |
ADOMANI, INC. [Member] | ||
Common Stock | 7. Common Stock Effective January 1, 2020, the Company renewed its agreement with a consultant to provide sales and marketing expertise. The consultant was to be paid $8,200 per month, consisting of $3,200 in cash and $5,000 of common stock. The number of shares of common stock to be issued was determined by the Company’s closing stock price on the last market day of the respective preceding month. Effective August 31, 2020, the Company terminated its agreement with the consultant. For the years ended December 31, 2020 and 2019, respectively, the Company issued 336,574 and 322,162 shares of common stock to the consultant, respectively. As of December 31, 2020, the Company has issued a total of 658,736 shares of common stock to the consultant. Effective March 31, 2020, the Company hired a consultant with expertise in the public funding process for the State of California. The consultant was to be paid $5,000 per month in common stock, and was entitled to a $9,000 bonus should the Company receive public funding appropriate to it completing $2 million in transactions as of June 30, 2020. The number of shares of common stock to be issued was determined by the Company’s closing stock price on the last market day of the respective preceding month. Additionally, the consultant was entitled to 1% of the non-publicly Effective May 21, 2020, the Company hired a consultant with expertise in marketing and public relations strategy. The consultant was to be paid $2,500 per month in common stock. The number of shares of common stock to be issued was determined by the average of the Company’s closing stock price for the respective preceding month. For the year ended December 31, 2020, the Company has issued 78,806 shares of common stock to the consultant. On December, 29, 2020, the Company and the consultant agreed to terminate the agreement as of December 31, 2020. Accordingly, the final payment was made on January 5, 2021 by issuing 4,978 shares of common stock to him, for a cumulative total of 83,784 shares issued to him. See Note 14. On December 2, 2020, the Company entered into Exchange Agreements (the “Exchange Agreements”) with the holders (collectively, the “Holders”) of outstanding warrants of the Company to purchase 5,499,997 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”) issued in January 2018 (the “Warrants”). Pursuant to the Exchange Agreements, the Holders agreed to cancel the Warrants in exchange for the issuance of 27,499,985 shares of Common Stock (the “Exchange”). The closing of the Exchange occurred on December 4, 2020. The shares of Common Stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. See Note 8. On December 24, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, whereby the Company will sell, and the investors will purchase, shares of common stock of the company, par value $0.00001 (the “Common Stock”), and warrants (the “Warrants”) to purchase additional shares of Common Stock (the “Financing”). The first closing of the Financing occurred on December 29, 2020. The Company raised gross cash proceeds of $5,425,000 through the sale and issuance of 11,500,000 shares of 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 Common Stock at an exercise price of $0.50 per share. The share and warrant amounts issued include 650,000 shares and 487,500 warrants issued to the underwriter in lieu of paying $325,000 of fees in cash. Proceeds net of related offering costs were approximately $5.3 million. The second closing of the Financing is subject to, and contingent upon, the effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) registering the shares of Common Stock sold, or issuable under the Warrants, in connection with the Financing, and the closing of the proposed business combination transaction with Envirotech Drive Systems Incorporated (the “Transaction”). Upon the second closing, the Company will raise aggregate gross cash proceeds of approximately $16,275,000 through the sale and issuance of 38,333,334 shares of Common Stock at a purchase price equal to $0.45 per share and Warrants to purchase up to an aggregate of 19,166,670 shares of its Common Stock at an exercise price of $1.00 per share. The share and warrant amounts to be issued include 2,166,667 shares and 1,083,333 warrants to be issued to the underwriter in lieu of paying $975,000 of fees in cash. In connection with the Financing, the Company’s officers and directors agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 30 days after the Effective Date (as defined in the Purchase Agreement), subject to certain exceptions. The securities to be sold in the Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. However, in conjunction with the first closing of the Financing, the Company has also entered into a registration rights agreement (the “Registration Rights Agreement”) whereby the Company agreed to register, on behalf of the investors, the shares of Common Stock and the shares of Common Stock underlying the Warrants. |
Stock Warrants
Stock Warrants | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Warrants | 8. Stock Warrants As a result of the Merger closing (see Note 3), as of March 15 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. Of the 10,681,327 outstanding at the Merger date, 1,250,000 expired unexercised on August 31, 2021. 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 December 31, 2021. The Company’s outstanding warrants as of December 31, 2021 is summarized as follows Note 7): Number of Shares Exercise Price Remaining Contractual Life (years) Outstanding warrants expiring June 9 2022 199,659 $ 6.00 0.46 Outstanding warrants expiring June 9 2022 350,000 $ 5.00 0.46 Outstanding warrants expiring January 9 2023 256,667 $ 3.75 1.03 Outstanding warrants expiring January 28 2025 8,625,001 $ 0.50 4.00 Outstanding warrants expiring May 7 2026 19,166,667 $ 1.00 4.35 Outstanding warrants on December 31, 2021 28,597,994 $ 0.96 4.14 The Warrants issued as part of the Purchase Agreement (see Note 6) contain a call provision whereby the Company, after the 13-month anniversary of the issuance date, and if the volume weighted average price of the common stock for such date exceeds four times the exercise price of the warrants for 20 consecutive trading days, may call the Warrants that have not previously been exercised, and the Warrant holders have ten trading days within which to exercise before the Warrants may be cancelled . As of December 31, 2021, the outstanding warrants have no intrinsic value. | |
ADOMANI, INC. [Member] | ||
Stock Warrants | 8. Stock Warrants As of December 31, 2019, the Company had issued warrants to purchase 7,556,323 shares of Common Stock, consisting of a warrant to purchase 199,659 shares of Common Stock with a measurement price of $5.00 and an exercise price of $6.00, a warrant to purchase 350,000 shares of Common Stock with a measurement price of $5.00 and an exercise price of $5.00, a warrant to purchase 1,250,000 shares of Common Stock with a measurement price of $1.00 and an exercise price of $4.00, warrants issued to three warrant holders to purchase 750,001 shares of Common Stock with a measurement price of $3.21 and an exercise price of $4.50, warrants issued to two warrant holders to purchase 256,667 shares of Common Stock with a measurement price of $3.21 and an exercise price of $3.75, and warrants issued to eleven warrant holders to purchase 4,749,996 shares of Common Stock with a measurement price of $3.29 and an exercise price of $4.50. On December 2, 2020, the Company entered into Exchange Agreements (the “Exchange Agreements”) with the holders (collectively, the “Holders”) of outstanding warrants of the Company to purchase 5,499,997 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”) issued in January 2018 (the “Warrants”). Pursuant to the Exchange Agreements, the Holders agreed to cancel the Warrants in exchange for the issuance of 27,499,985 shares of Common Stock (the “Exchange”). The closing of the Exchange occurred on December 4, 2020. The shares of Common Stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. On December 24, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors, whereby the Company will sell, and the investors will purchase, shares of common stock of the company, par value $0.00001 (the “Common Stock”), and warrants (the “Warrants”) to purchase additional shares of Common Stock (the “Financing”). The first closing of the Financing occurred on December 29, 2020. The Company raised gross proceeds of $5,425,000 through the sale and issuance of 11,500,000 shares of 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 Common Stock at an exercise price of $0.50 per share. Proceeds net of related offering costs were approximately $5.3 million. See Note 7. The second closing of the Financing is subject to, and contingent upon, the effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) registering the shares of Common Stock sold, or issuable under the Warrants, in connection with the Financing, and the closing of the proposed business combination transaction with Envirotech Drive Systems Incorporated (the “Transaction”). Upon the second closing, the Company will raise aggregate gross proceeds of approximately $16,275,000 through the sale and issuance of 38,333,334 shares of Common Stock at a purchase price equal to $0.45 per share and Warrants to purchase up to an aggregate of 19,166,670 shares of its Common Stock at an exercise price of $1.00 per share. See Note 7. As a result of the 2020 activity, as of December 31, 2020, the Company has issued warrants to purchase an aggregate of 10,681,327 shares of common stock. The Company’s warrant activity for the years ended December 31, 2020 and 2019 is summarized as follows: Number of Weighted Weighted Outstanding at December 31, 2018 7,556,323 $ 4.45 3.8 Outstanding at December 31, 2019 7,556,323 $ 4.45 2.8 Granted 8,625,001 $ 0.50 5.0 Warrants exchanged for common stock (5,499,997 ) $ 4.50 0.0 Outstanding at December 31, 2020 10,681,327 $ 1.33 4.2 Exercisable at December 31, 2020 2,056,326 $ 4.33 1.1 As of December 31, 2020, the outstanding warrants have no intrinsic value. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stock Options | 9. 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 15 Number of Exercise Weighted Outstanding EVTDS at December 31, 2020 — — — Options acquired in Merger 12,992,857 $ 0.29 4.61 Exercised (5,750,713 ) $ 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 Subtotal, as follows: 6,770,000 Outstanding Options at $0.12 Exercise Price 1,000,000 $ 0.12 0.21 Outstanding Options at $0.45 Exercise Price 5,635,000 $ 0.45 8.20 Outstanding Options at $1.31 Exercise Price 135,000 $ 1.31 6.30 Outstanding at December 31, 2021 6,770,000 $ 0.42 6.98 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 at the date of grant. Mr. Oldridge exercised these options on November 30, 2021. On December 7, 2021, options to purchase 5,000,000 shares of common stock were exercised by the former President and CEO of the Company at a price of $0.10 per share. The former officer elected to pay the $500,000 exercise price for the shares with shares, so was issued 3,402,555 shares. As of December 31, 2021, outstanding options had intrinsic value of $152,800. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. 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 $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 . The monthly rent under the SRI Office Lease is $ . 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 truck and a trailer from SRI for 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 11 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 $ per vehicle was less than the purchase price of $ per vehicle that ADOMANI, Inc. had paid to EVTDS for similar vehicles in prior transactions. |
Commitments
Commitments | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments | 11. Commitments Operating Leases The Company has entered into the SRI Equipment Leases (see Note 10 The Company has entered into the SRI Office Lease (see Note 10). Rent expense under the SRI Office Lease for the year ended December 31, 2021 was $24,711, and was $10,920 for the year ended December 31, 2020, respectively. The Company has entered into the ABCI Office Lease (see Note 10). Rent expense under the ABCI Office Lease for the year ended December 31, 2021 was $30,800, and was $25,200 for the year ended December 31, 2020. In February 2017, ADOMANI, Inc. signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month 30- days’ $ . In October 2017, ADOMANI, Inc. signed a non-cancellable lease for its former corporate office space in Corona, California, to serve as its corporate headquarters. The lease was for a period of 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 equal to $ , representing the aggregate amount then owed to the landlord under the lease net of the Company’s security deposit retained by the landlord, which amount was paid in full on July 2, 2021. See Note 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 of 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. See Note 14. 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. See Note 14. The Company’s total net rent expens e for the year e 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. Mr. Menerey retired on January 2, 2022. On December 31, 2021, the Company entered into employment agreements with Phillip W. Oldridge (the “Oldridge Agreement”), its Chief Executive Officer, and with Susan M. Emry (the “Emry Agreement”), its Executive Vice President. According to the Oldridge Agreement, effective as of March 1, 2021, Mr. Oldridge will receive an annual base salary of $300,000, payable in semi-monthly installments consistent with the Company’s payroll practices. Mr. Oldridge will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Under the Oldridge Agreement, Mr. Oldridge will also receive an amount equal to five percent of the net income of the Company on an annual basis and will be eligible for a bonus at the sole discretion of the Company’s Board of Directors (the “Board”). The Oldridge Agreement also provides for an automobile monthly allowance of $1,500. Mr. Oldridge’s employment shall continue until terminated in accordance with the Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he terminates his employment for good reason, Mr. Oldridge will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Oldridge Agreement, (iii) any bonus that would have been payable within the twelve months following the date of termination, and (iv) the value of any accrued and unused paid time off as of the date of termination. According to the Emry Agreement, effective on January 1, 2022, Mrs. Emry will receive an annual base salary of $200,000 and will be eligible for a bonus at the sole discretion of the Board. Mrs. Emry will also receive participation in medical insurance, dental insurance, and the Company’s other benefit plans. Mrs. Emry’s employment shall continue until terminated in accordance with the Emry Agreement. If Mrs. Emry is terminated without cause or if she terminates her employment for good reason, Mrs. Emry will be entitled to receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses in accordance with the Emry Agreement, and (iii) the value of any accrued and unused paid time off as of the date of termination. The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2021: Payments due by period Total Less than 1 - 3 years 4 - 5 More Operating lease obligations $ 46,173 $ 46,173 $ — $ — $ — Employment contracts 2,500,000 500,000 1,500,000 500,000 — Total $ 2,546,173 $ 546,173 $ 1,500,000 $ 500,000 $ — | |
ADOMANI, INC. [Member] | ||
Commitments | 11. Commitments Operating Leases In January 2020, the Company renewed its lease for office space in Los Altos, California, which serves as office space for its Northern California operations. This lease expired December 31, 2020, and the Company elected not to renew the lease. In February 2017, the Company signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month 30-days’ In October 2017, the Company signed a non-cancellable In December 2019, the Company signed a lease for warehouse space in Corona, California. The facility will be used to conduct research and development activity, stage materials, assemble and/or manufacture vehicles, perform pre-delivery On February 4, 2020, the Company 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 is 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. Other Agreements In November 2019, the Company renewed its agreement with THINKP3 to provide services with the goal of securing federal grant assistance for development of the Company’s zero-emission COVID-19 was mutually agreed that the fee for services would be reduced to $4,000 per month until both parties agree it should be restored. The contract can be terminated by either party with 30-days’ Effective September 16, 2019, the Company renewed its employment agreement with James L. Reynolds, its President. The term of the renewed employment agreement is five years, with an annual base salary of $294,000. The agreement includes an annual car allowance of $18,000. Mr. Reynolds resigned effective October 30, 2020. In connection with Mr. Reynolds’ resignation, the Company and Mr. Reynolds entered into Separation Agreement and General Release, dated October 30, 2020 (the “Separation Agreement”), pursuant to which Mr. Reynolds will be entitled to receive certain separation benefits, as more fully described in Note 9. In June COVID-19 Effective January 1, 2017, the Company entered into an employment agreement with Michael Menerey, its Chief Financial Officer. The term of the employment agreement is five years and the agreement provides for an 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 December 31, 2020, and after giving effect to the termination of the Company’s employment agreement with James L. Reynolds, its former President, and the related payment obligations thereunder, effective as of October 30, 2020, and the Company’s entry into the Separation Agreement and the related payment obligations thereunder, effective as of October 30, 2020: Payments due by period Total Less than one year 1–3 years 4–5 More Operating lease obligations $ 450,985 $ 211,884 239,101 — — Employment contracts 263,000 263,000 — — — Total $ 713,985 $ 474,884 239,101 — — |
Contingencies
Contingencies | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contingencies | 12. Contingencies Except as set forth below, we know of no material, existing or pending, legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. On December 17, 2019 , GreenPower Motor Company Inc., a public company incorporated under the laws of British Columbia (“GreenPower”), of which Phillip W. Oldridge, the Company’s Chief Executive Officer and Chairman of the Board, and a member of its 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 , in the Supreme Court of British Columbia, against Phillip Oldridge, his trust, EVTDS and certain other companies affiliated therewith. The notice of civil claim alleges that Mr. Oldridge breached certain fiduciary duties owed to GreenPower by working with certain parties in direct competition with and at the expense of GreenPower. GreenPower alleges that the Company conspired with Mr. Oldridge to build its business, competing products and unfairly compete with GreenPower. GreenPower seeks general damages, special damages and punitive damages, plus interest and costs against EVTDS. On February 2, 2020 , the Company and the other companies affiliated therewith named in the notice of civil claim filed a response to the civil claim in which they denied certain of the allegations and asserted that certain other facts were outside of their knowledge. Fact discovery, through document disclosure and examinations for discoveries, in this matter remain ongoing. We believe that the lawsuit is without merit and intend to vigorously defend the action. On or about July 18, 2021, GreenPower and GP Greenpower Industries Inc., (collectively “the GreenPower entities”) filed a counterclaim against David Oldridge, Phillip Oldridge, the Company and other companies in Supreme Court of British Columbia Action No. S207532. The counterclaim alleges that David Oldridge, Phillip Oldridge, the Company and other companies committed the tort of abuse of process by causing 42 Design Works Inc., to commence a lawsuit against the GreenPower entities. Additionally, GreenPower entities also advanced claims against David Oldridge, Phillip Oldridge, the Company and other companies for conspiracy. The pleadings in this lawsuit have not closed and we intend to vigorously defend the counterclaim. On February 8, 2022, GreenPower Motor Company, Inc., a Delaware Corporation, and GreenPower Motor Company Inc., a Canadian Corporation, filed a complaint captioned GreenPower Motor Company, Inc. v. Philip Oldridge, et al., Case No. 5:22-cv-00252 in the United States District Court for the Central District of California. The complaint names the Company and the following affiliated entities, officers, or directors: Phillip Oldridge, Envirotech Electric Vehicles Inc., Envirotech Drive Systems Incorporated US, Envirotech Drive Systems Incorporated Canada, Sue Emry, David Oldridge, S&P Financial and Corporate Services, Inc. GreenPower also named the Philip Oldridge Trust and a purported entity called EVT Motors, Inc., but has since dismissed those parties. The complaint alleges (i) RICO violations, (ii) conspiracy to commit RICO violations, (iii) breach of fiduciary duties, (iv) breach of an employment contract, (v) conversion of GreenPower property, (vi) violation of the Defend Trade Secrets Act, and (vii) violations of California’s Business and Profession Code. The complaint seeks an undisclosed amount of compensatory and punitive damages, injunctive relief to prevent the alleged anti-Competitive behavior, restitution for harm, an award of treble damages, and associate fees and costs. The complaint’s allegations are centered around the same assertions in the pending Canadian litigation. The Company has been served and its response to the Complaint is due May 10, 2022. We believe that the lawsuit is without merit and intend to vigorously defend the action. 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 court. Plaintiff’s counsel has subsequently filed a first amended complaint, a second amended complaint, a third amended complaint, and a fourth amended complaint. Plaintiff Mollik was replaced by putative class representatives Alan K. Brooks and Electric Drivetrains, LLC. Alan K. Brooks was subsequently dropped as a putative class representative. On October 27, 2020, we answered the fourth amended complaint, generally denying the allegations and asserting affirmative defenses. On November 5, 2019, Network 1 and Boustead Securities (together the “Underwriters”) filed a cross-complaint against the Company seeking indemnification under the terms of the underwriting agreement the Company and the Underwriters entered for the Company’s initial public offering (the “Underwriting Agreement”). On December 10, 2019, the Company filed its answer to the Underwriters’ cross-complaint, generally denying the allegations and asserting affirmative defenses. Also on this date, the Company filed a cross-complaint against the Underwriters seeking indemnification under the 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. On December 10, 2021, the Court vacated the order to show cause. On January 20, 2022, Mr. Monfort dismissed his cross-complaint for indemnification against the Company. On March 28, 2022, Electric Drivetains forwarded its proposed Fifth Amended Complaint, in which it: i) drops certain class allegations; ii) adds certain state law claims (various violations of California Corporations Code), aider and abettor liability, and negligent misrepresentation, but leaves the remaining claims against defendants intact. Electric Drivetrains LLC has until April 11, 2022 to determine whether it will stipulate to the filing of the amended complaint. A status conference is scheduled for June 16, 2022. We believe that the lawsuit is without merit and intend to vigorously defend the action. On January 20, 2022, Mr. Monfort dismissed his cross-complaint for indemnification against the Company in the Mollik action. On April 8, 2022, the Company and Boustead Securities, LLC (“Boustead”) settled their respective cross-claims against each other in both the Mollik action and Brooks action (see below) in exchange for the Company paying fifty thousand dollars ($50,000) in cash and $125,000 (one hundred twenty five thousand dollars) in stock and mutual releases between parties. There are no longer any cross claims pending in the Mollik 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 in the Superior Court of California for the County of Santa Clara, against the Company, certain of the Company’s executive officers and directors, two of the underwriters of the Company’s offering of common stock under Regulation A in June 2017, and certain of the underwriters’ personnel, among others. The complaint alleges that the Company and other defendants breached the terms of an agreement between Mr. Brooks and the Company by refusing to release 1,320,359 shares of ADOMANI, Inc. stock to Mr. Brooks. Mr. Brooks seeks damages of $ 13,500,000.00 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 parties participated in two days of mediation with Mark LeHocky. Mr. LeHocky provided the parties with a mediator’s proposal. Both parties accepted the proposal and reduced the proposal to a written settlement agreement. Pursuant to the settlement agreement, the Company has agreed to pay plaintiffs $197,500 in cash and $197,500 in shares of common stock. In addition, the Company’s insurance carrier has agreed to pay plaintiffs $170,000. On January 14, 2022, the parties filed a joint motion for an order approving the fairness of the terms of the settlement agreement. On March 7, 2022, the Court issued an Order approving the settlement and the parties are in the process of effectuating its terms. On April 5, 2022, the Company and Boustead resolved Boustead’s cross claim for indemnification in the Brooks action. This settlement is still subject to court approval. There are no further claims pending in the Brooks action and, if and when the Court approves the settlement, it should b On February 3, 2020, the Company acquired substantially all 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. A settlement agreement was entered into on March 15, 2022 . | |
ADOMANI, INC. [Member] | ||
Contingencies | 12. Contingencies On August 2, 2018, Edward R. Monfort, our former Chief Technology Officer and former director, filed a complaint, captioned Edward R. Monfort v. ADOMANI, Inc., et al. ten-week Settlement Agreement and Release. Neither Mr. Monfort nor any defendant in this action took any financial compensation to settle this matter. On February 5, 2020, consistent with the parties’ stipulation, the court dismissed the Company’s counterclaims with prejudice. This matter is now closed. On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al. On October 25, 2019, we answered the third amended complaint, generally denying the allegations and asserting affirmative defenses. On November 5, 2019, Network 1 and Boustead Securities (together the “Underwriters”) filed a cross-complaint against the Company seeking indemnification under the terms of the underwriting agreement the Company and the Underwriters entered for the Company’s initial public offering (the “Underwriting Agreement”). On December 10, 2019, the Company filed its answer to the Underwriters’ cross-complaint, generally denying the allegations and asserting affirmative defenses. Also on this date, the Company filed a cross-complaint against the Underwriters seeking indemnification under the 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 April 6, 2020, the Company Defendants, Mr. Monfort, and Plaintiff Electric Drivetrains engaged in mediation. The Underwriters declined to participate in the mediation. The mediation did not result in settlement. On April 16, 2020, Electric Drivetrains requested that defendants stipulate to Electric Drivetrains’ filing a fourth amended complaint. Defendants declined to stipulate to the fourth amended complaint, leading Electric Drivetrains to file a motion to amend the complaint. On August 12, 2020, the court denied Plaintiff’s motion to amend the complaint without prejudice and continued the status conference that was to be held on this date. On August 24, 2020, Plaintiff filed a renewed motion to amend the complaint. On September 23, 2020, the court granted Plaintiff’s motion to amend the complaint, and on September 30, 2020, Plaintiff filed the fourth amended complaint (“FAC”). On October 26, 2020, the Underwriters filed their answer to the FAC, and on October 27, 2020, the Company Defendants and Mr. Monfort filed their respective answers to the FAC. We believe that the 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. 1-CV-349153 On April 13, 2020, the Company filed a complaint against Ebus, Inc., Anders B. Eklov and Carol J. Eklov, Case No. 20ST-CV14275, in the Superior Court of California for the County of Los Angeles seeking to recover the remainder of the assets acquired by the Company through a credit bid in the amount of $582,000 at a foreclosure sale initiated by the Company following Ebus’s default in its obligations to the Company under a related promissory note. The complaint, among other things, seeks possession of the remainder of the assets and alleges that Ebus and the other defendants improperly converted or used certain of the assets. The Company continues to vigorously pursue such action and continues to evaluate several paths to obtaining the remaining assets that were purchased from Ebus at the foreclosure sale. 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | 1 3 . Leases As of December 31, 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 11). 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 December 31, 2021, this exception applies to the six EVTDS leases and to the ADOMANI Inc. Stockton, California lease, which are all month-to-month. In applying the guidance in ASC 842, the Company has determined that all current leases should be classified as operating leases. 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 (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such lease. As of March 15, 2021, that balance was $131,622. As of June 30, 2021, the ROU asset and related liability accounts were written off against each other due to the settlement of the outstanding amounts discussed in Note 11. 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 on the present value of the minimum rental payments of such lease. As of March 15, 2021, the ROU asset had a balance of $238,365 . As of December 31, 2021, the ROU asset had a balance of $133,672 , which is included in other non-current assets in the consolidated balance sheet. Current liabilities relating to the ROU asset, which are included in accrued liabilities in the consolidated balance sheet, were $131,245 at December 31, Non-current liabilities relating to the ROU asset, which are included in other non-current liabilities in the consolidated balance sheet, were $2,427 as of December 31, 2021. As of December 31, 2021, the Company’s warehouse operating lease had a weighted-average remaining lease term of 1.0 year. See Note 11. Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2021 2020 Lease expenses Operating lease expenses $ 164,234 $ 0 Short-term lease expenses $ 88,312 $ 154,425 Total lease cost $ 252,546 $ 154,425 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 212,955 $ — Weighted-average remaining lease term (in years): Operating leases 1.03 — Weighted-average discount rate: Operating leases 14 % — | |
ADOMANI, INC. [Member] | ||
Leases | 13. Leases As of December 31, 2020, the Company is a party to three operating leases. All of these leases are office or warehouse leases. 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 December 31, 2020, this exception applies to the Stockton, California lease, which is month-to-month, As a result of the applying the guidance of ASC 842 to its corporate office lease entered into in 2017, the Company recognized an operating liability of $377,129 with a corresponding Right-Of-Use non-current Non-current non-current nine months See Note 11. During Right-Of-Use non-current Non-current non-current As of December 31, 2020 and 2019, respectively, the combined ROU asset for the two leases discussed above had a balance of $411,058 and $218,504, respectively, which is included in other non-current non-current non-current Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2020 2019 Lease cost Operating lease cost $ 273,965 $ 109,590 Short-term lease cost $ 294,073 $ 117,857 Total lease cost $ 568,038 $ 227,447 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 282,102 115,852 Weighted-average remaining lease term (in years): Operating leases 2.04 3.16 Weighted-average discount rate: Operating leases 14 % 14 % |
Income Taxes
Income Taxes | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | 5. Income Taxes The cumulative estimated net operating loss (“NOL”) carry-forward is $31,347,786 (including $745,047 for EVTDS through 2020) and $0 at December 31, 2021 and 2020, respectively. $16,955,180 of carry-forward may be carried forward indefinitely while $14,393,606 will expire by 2027. EVTDS recognized a cumulative tax benefit of $218,300 on its financial statements through the year ended December 31, 2020, and therefore did not reserve the deferred tax asset. As mentioned in Note 2, that benefit has been reversed and recorded as income tax expense in the consolidated results of operations for the year ended December 31. 2021, effectively establishing a valuation allowance for it. Due to the enactment of the Tax Cuts and Jobs Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. Therefore, the cumulative tax effect of the NOL carryforward at the expected rate of 21% comprising the Company’s net deferred tax amount is as follows: December 31, 2021 2020 Tax effected net operating loss $ 866,991 $ — Deferred tax asset attributable to: Net operating loss carryover 5,716,044 — Research and development tax credit carryforward 274,891 — Sub-total 6,857,926 — Valuation allowance (6,857,926 ) — Net deferred tax asset — — Cumulative NOL $ 31,347,786 $ — Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryover for federal income tax reporting purposes are subject to annual limitations. The net operating loss carry-forward includes the years 2012 through 2021 for the Envirotech Vehicles, Inc./ADOMANI, Inc. losses, and includes the years 2014 through 2020 for EVTDS, as the 2021 EVTDS loss is included in the consolidated Envirotech Vehicles, Inc. loss. Because a change in ownership occurred as a result of the Merger, net operating loss carryover will be limited as to use in future years. Federal tax returns for tax years since 2017 are still open for examination by the Internal Revenue Service. | |
ADOMANI, INC. [Member] | ||
Income Taxes | 4. Income Taxes The cumulative estimated net operating loss (“NOL”) carry-forward is $26,932,029 and $22,902,141 at December 31, 2020 and 2019, respectively, and will expire in the years 2040 and 2039, respectively. There is also a research and development (“R & D”) tax credit carryforward of $274,891 available to the Company in addition to the NOL carryforward at December 31, 2020 and 2019, respectively (there were no qualifying R & D expenditures in 2020). Due to the enactment of the Tax Cuts and Jobs Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. Therefore, the cumulative tax effect of the NOL carryforward at the expected rate of 21% comprising the Company’s net deferred tax amount is as follows: December 31, 2020 2019 Net operating loss 846,276 871,662 Deferred tax asset attributable to: Net operating loss carryover 5,655,726 4,809,450 Research and development tax credit carryforward 274,891 274,891 Sub-total 5,930,617 5,084,341 Valuation allowance (5,930,617 ) (5,084,341 ) Net deferred tax asset — — Cumulative NOL 26,932,029 22,902,141 Cumulative NOL at 21% 5,655,726 4,809,450 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryover for federal income tax reporting purposes are subject to annual limitations. The net operating loss carry-forward includes the years 2012 through 2020. Should a change in ownership occur, net operating loss carryover may be limited as to use in future years. Federal tax returns for tax years since 2016 are still open for examination by the Internal Revenue Service. |
Customer and Vendor Concentrati
Customer and Vendor Concentration | 12 Months Ended |
Dec. 31, 2020 | |
ADOMANI, INC. [Member] | |
Customer and Vendor Concentration | 10. Customer and Vendor Concentration For the year ended December 31, 2019, the Company had one customer, Blue Bird, that accounted for nearly all of its sales, and had one vendor, EDI, a subsidiary of Cummins, Inc., that accounted for nearly all of its cost of sales. As a result of the termination of the Blue Bird and Cummins agreements in 2019 and the change in the Company’s focus to selling all-electric mid-sized does not have, nor does it expect to have, a significant concentration of sales of these vehicles with any one or a few customers in the future. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
ADOMANI, INC. [Member] | |
Notes Receivable | 5. Notes Receivable 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 on its note receivable. 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. In 2020, the Company obtained possession of certain of the assets with an estimated fair market value of approximately $ (see Note 3), and sold various items for $ . The Company has taken possession of the majority of the foreclosed assets that it wants and has moved them to a temporary site. However, the Company is still being denied access to the remaining foreclosed assets it desires to remove from the Ebus location. On April 13, 2020, the Company commenced an action in Los Angeles Superior Court against Ebus and certain of its insiders and affiliates seeking to recover the remainder of the assets and related damages (see Note 12). On January 14, 2021, a cross-complaint was filed against the Company by Ebus 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. In 2020, the Company recorded an additional $ allowance as bad debt expense against the amount receivable based on a revised assessment of recoverability from the assets obtained. The Company continues to evaluate several paths to obtaining the remaining assets that were purchased from Ebus at the foreclosure sale and has commenced efforts to dispose of those foreclosed assets it possesses and which it will not use in its daily operations. As a result of the 2020 activity, the net remaining amount estimated to be realizable at December 31, 2020 is $ . The Company loaned $200,000 pursuant to a secured promissory note to an unaffiliated third party in the energy storage technology industry in September 2018. The stated interest rate under the note is 9% per annum and all unpaid interest has become part of the principal balance since September 2019 and compounds accordingly. The amount outstanding under the note will automatically convert into preferred stock of the borrower in connection with a financing that results in aggregate gross proceeds to the borrower of at least $500,000. Additionally, the Company may optionally convert into preferred stock of the borrower any or all of the amount outstanding under the note at any time. The note is secured by substantially all of the assets of the borrower and was scheduled to mature on December 31, 2020 unless conversion of the note occurred prior to that date. Neither repayment nor the conversion into preferred stock has occurred, and the Company is highly uncertain about the viability of the lender’s business prospects. In 2019, accrued interest totaling $23,496 on the original $200,000 note, that had accrued between September 2018 and December 2019, was reclassified to principal, and in 2020, additional unpaid and accrued interest of $20,964 was also added to principal, bringing the total outstanding balance to $244,460. In December 2019, the Company recorded a $100,000 allowance as bad debt expense against the original $200,000 note based on a preliminary assessment of collectability, and an additional $144,460 allowance has been recorded in 2020 to fully reserve against the loan. The principal and unpaid interest of $244,460 and the corresponding reserve in the same amount remain classified as a non-current December 31, 202 In May 2019, the Company loaned an additional $38,000 pursuant to a secured promissory note to the same unaffiliated third party. The note carries the same terms and conditions as the initial note described in the preceding paragraph, but was scheduled to mature on March 31, 2020. The total unpaid principal and accrued interest, as of December 31, 2019, was $39,995. The additional $38,000 has not been repaid as of December 31, 2020, and all unpaid interest has been added to the principal balance since March 31, 2020 when it was not repaid, increasing the outstanding amount at December 31,2020 to $45,068. The company recorded an allowance recorded as bad debt expense of $45,068 in 2020 to fully reserve against the loan. The principal and unpaid interest of $45,068 and the correspond reserve in the same amount have been reclassified as a non-current The combined principal and unpaid interest of both of these notes was $289,528 and $263,491 as of December 31, 2020 and December 31, 2019, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
ADOMANI, INC. [Member] | |
Stock-Based Compensation | 9. Stock-Based Compensation Effective January 2, 2020, the Company entered into consulting agreement with Suneel Sawant under which Mr. Sawant agreed to perform certain services for the Company, including, among other things, services related to the establishment, maintenance, and management of a network for the sale its zero-emission up to 2,000,000 shares of the Company’s common stock, all fully vested and exercisable on the grant date. One million of the shares subject to these options had an exercise price of $0.50 per share and were forfeited because they expired on December 31, 2020. The remaining 1,000,000 shares subject to the options have an exercise price of $1.00 per share and will expire if not exercised on or before December 31, 2021. The options were valued using the Black-Scholes option-pricing model, resulting in fair market values of $76,299 and $86,099 for the options expiring on December 31, 2020 and 2021, respectively. The assumptions used in the valuation of the options expiring on December 31, 2020 included an expected term of one year, volatility of 172.40%, and a risk-free interest rate of 1.56%. The assumptions used in the valuation of the options expiring on December 31, 2021 included an expected term of two years, volatility of 155%, and a risk-free interest rate of 1.58%. Because these options were fully vested and exercisable as of the grant date, the combined fair market value of $162,398 was recorded as stock-based compensation expense during the period ending March 31, 2020. Mr. Sawant was notified by forfeited On March 6, 2018, Edward R. Monfort ceased serving as the Company’s Chief Technology Officer. Upon Mr. Monfort’s separation from service, the Company’s board of directors suspended Mr. Monfort’s outstanding options. Although such options remained outstanding, they were unexercisable as of December 31, 2019. As of December 31, 2019, outstanding options to purchase an aggregate of 14,297,902 shares of common stock were attributable to Mr. Monfort. Effective as of February 4, 2020, all such options were cancelled by the Company in connection with the settlement of Mr. Monfort’s claims against the Company. In May 2020, the Company’s board of directors granted to certain employees and directors options to purchase an aggregate of 2,235,000 shares of common stock pursuant to the Company’s 2017 Equity Incentive Plan. The options are for a contractual term of 10 years, vest over a three-year period, with one-third one-year • a cash payment in the amount of $64,250, subject to standard deductions and tax withholdings, to be made to Mr. Reynolds on January 15, 2021 (See Note 14); • a cash payment in the amount of the monthly COBRA premiums that would otherwise be owed by Mr. Reynolds on or before December 31, 2020, if Mr. Reynolds elected COBRA continuation coverage under the Company’s group health plan for himself and his dependents, subject to standard deductions and tax withholdings this payment was made as required; • an extension of the post-termination exercise periods with respect to the vested portions of the following options held by Mr. Reynolds on the Separation Date until December 31, 2021: (i) the option to purchase 5,000,000 shares of common stock at an exercise price of $0.10 per share, which option was fully vested as of the Separation Date; and (ii) the option to purchase 500,000 shares of common stock at an exercise price of $0.45 per share, which was vested as to 253,650 shares of common stock as of the Separation Date; and • a modification of the options to purchase (i) 1,000,000 shares of common stock at an exercise price of $0.12 per share and (ii) 246,350 shares of Common Stock at an exercise price of $0.45 per share, in each case held by Mr. Reynolds on the Separation Date, which options were fully unvested as of the Separation Date, so that such options will remain outstanding following the Separation Date and will vest in full, if at all, upon the occurrence of certain specified events with respect to the Company before the expiration date of the respective option, after which Mr. Reynolds will be entitled to exercise the applicable option for a period of one year following the occurrence thereof (or, if earlier, until the expiration date of the respective option). The Separation Agreement also contains a general release of any and all claims that Mr. Reynolds had or could have had against the Company and other related parties specified in the Separation Agreement, as well as customary provisions relating to the return of the Company’s property and covenants regarding the non-use non-disclosure During 2020, Mr. Monfort’s 14,297,902 vested options were cancelled per the discussion above; former officers of the Company forfeited options to purchase an aggregate of 3,500,000 shares of common stock with an exercise price of $0.10 per share; consultants forfeited options to purchase an aggregate of 704,436 shares of common stock with an exercise price of $0.10 per share and 1,000,000 shares of common stock with an exercise price of $0.50 per share. Employees forfeited options to purchase an aggregate of: 86,177 shares of common stock with an exercise price of $1.31 per share; 161,433 shares with an exercise price of $0.45 per share; and 417,143 shares with an exercise price of $0.12 per share. Stock option activity for the years ended December 31, 2020 and 2019 is as follows: Number of Weighted Weighted Outstanding at December 31, 2018 24,728,422 0.15 2.6 Granted 1,095,000 0.45 Exercised (71,084 ) 0.10 Canceled/Forfeited (135,000 ) 1.31 Outstanding at December 31, 2019 25,617,338 0.16 1.9 Granted 4,235,000 0.42 Canceled/Forfeited (20,167,091 ) 0.15 Outstanding at December 31, 2020 9,685,247 0.28 3.9 Exercisable at December 31, 2020 7,465,570 0.31 2.3 Stock-based compensation expense was $347,563 and $768,550 for the years ended December 31, 2020 and 2019, respectively, and is included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2020, the Company expects to recognize approximately $252,288 of stock-based compensation expense for the non-vested As of December 31, 2020, outstanding options have an intrinsic value of $ 2.1 |
Subsequent Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | 14. Subsequent Events On January 7, 2022, the Company’s Compensation Committee granted Phillip W. Oldridge, the Company’s CEO, options to purchase 3,000,000 shares of common stock at an exercise price of $0.10 per share and options to purchase 1.000,000 tenth On January 7, 2022, the Company’s Compensation Committee granted Susan M. Emry, the Company’s Executive Vice President, options to purchase 2,000,000 shares of common stock at an exercise price of $0.10 per share and options to purchase 817,855 shares of common stock at an exercise price of $0.12 per share. The options vested immediately and expire on the tenth anniversary of grant. On February 28, 2022, the Company’s Compensation Committee granted Christian S. Rodich, the Company’s Chief Financial Officer, options to purchase 55,249 shares of common stock at an exercise price of $0.181 per share and options to purchase 22,222 shares of common stock at an exercise price of $0.45 per share. The options vest ratably at 1/60 th tenth On February 22, 2022, the Company announced Osceola, Arkansas as the site of its state-of-the-art manufacturing facility and new corporate offices. The Company has purchased an approximately 580,000 square foot facility. The total cost of the project will require an estimated investment of more than $80 million over five years, and includes the cost of the building, equipment, and other costs. The company was incentivized by the Arkansas Economic Development Commission, the ADEC, which included future tax incentives with an estimated value of approximately $27 million. On March 15, 2022, options to purchase 1,000,000 shares of common stock were exercised by the former President and CEO of the Company at a price of $0.12 per share, resulting in a payment to the Company of $ 120,000. Also on March 15, 2022, options to purchase an aggregate of 500,000 shares of common stock with an exercise price of $0.45 per share and options to purchase an aggregate of 135,000 shares of common stock with an exercise price of $1.31 per share were forfeited by the former executive, as they were not exercised prior to their expiration on March 15, 2022. Beginning April 1, 2022 the lease discussed above in Note 10 and Note 12 for the Corona, CA office and warehouse facility was assigned to Masters (see Note 10) through the end of the lease obligation at December 31, 2022. Masters’ sublease agreement with the Company was also terminated on April 1, 2022. | |
ADOMANI, INC. [Member] | ||
Subsequent Events | 14. Subsequent Events On January 5, 2021, the Company issued a total of 4,978 shares of its common stock to a consultant engaged by the Company as final consideration for such consultant’s services. See Note 7. On January 7, 2021, the Company’s Compensation Committee granted Phillip Oldridge, the Company’s CEO, options to purchase 5,000,000 shares of common stock at an exercise price of $0.45 per share. The options vest over a three year period and expire on the tenth anniversary of grant. On January 15, 2021, the Company made a cash payment in the amount of $64,250, subject to standard deductions and tax withholdings, to Mr. Reynolds pursuant to the Separation Agreement. See Note 9. On January 29, 2021, options to purchase an aggregate of 43,119 shares of common stock with an exercise price of $0.45 per share; and options to purchase 29,603 shares of common stock with an exercise price of $1.31 per share were forfeited as they were not exercised prior to the 90th day following termination of employment. On February 6, 2021, options to purchase an aggregate of 1,000,000 shares of common stock with an exercise price of $1.00 per share were forfeited as they were not exercised prior to the 30th day following termination of a consulting agreement. See Note 9. On February 11, 2021, options to purchase an aggregate of 18,714 shares of common stock with an exercise price of $0.45 per share; and options to purchase 30,561 shares of common stock with an exercise price of $1.31 per share were forfeited as they were not exercised prior to the 90th day following resignation of employment. On February 28, 2021, options to purchase an aggregate of 26,734 shares of common stock with an exercise price of $0.45 per share; and options to purchase 43,659 shares of common stock with an exercise price of $1.31 per share were forfeited as they were not exercised prior to the 90th day following resignation of employment. On March 16, 2021, the Company completed its acquisition of Envirotech Drive Systems, Inc., a Delaware corporation (“EVT”), a supplier of zero-emission |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation | |
Principles of Consolidation | Principles of Consolidation —The accompanying financial statements reflect the con solidation o tong) Aut omotive Technology Co. Ltd. (dissolved in December, 2021), ADOMANI ZEV Sales, Inc., Zero Emission Truck and Bus Sales of Arizona, Inc., and ZEV Resources, Inc. All significant intercompany accounts and transactions have been eliminated. | |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the re porting period. Actu al results could differ from those estimates. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The carrying values of the Company’s financial instruments, including cash, accounts receivable antageou s market for the asset or 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 — The Company recognizes revenue from the sales of zero-emission electric vehicles and vehicle maintenance and inspection services. The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At December 31, 2021, the Company did have a concentration of customers; four customers’ balances account for approximately 81 63 In applying ASC Topic 606, the Company is required to: (1) identify any contracts with customers; (2) determine if multiple performance obligations exist; (3) determine the transaction price; (4) allocate the transaction price to the respective obligation; and (5) recognize the revenue as the obligation is satisfied. 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. See discussion below related to vehicle maintenance revenue. The Company provides the option of financing (flooring) to Factory Authorized Representatives (“FARs”) for demo vehicles that are used in their selling process. Flooring agreements are made either expressly or implicitly and last no longer than one year with respect to specific vehicles, as payment for the vehicles is due in full before the first anniversary of the agreement, or upon sale by the FAR of the demo vehicle. The interest rate associated with the flooring agreement is agreed upon at the time of executing the FAR agreement. The Company has elected the practical expedient allowed by ASC Topic 606 where consideration does not need to be adjusted for financing components of the agreement. Other revenue for the year ended December 31, 2021 included performing basic performance obligation with revenue recognition occurring at the time services are invoiced. These sales did not exist in 2020; were approximately $118,000 for the year ended December 31, 2021, and will not recur in 2022. The Company has therefore not provided any additional disaggregation information, as all other revenue relates to the sale of vehicles as discussed above. | |
Cash and Cash Equivalents | Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. The recorded value of our restricted cash and cash equivalents approximates their fair value. The Company had $60,035 and $1,793,910 restricted cash at December 31, 2021 and 2020, respectively. The amount at December 31, 2021 relates to balances required by our bank to support certain minor activities. The amount at December 31, 2020 related to subscription agreements outstanding at that date that related to the Merger and was of Credit Risk below in this Note. | |
Marketable Securities | Marketable Securities The Company invests These securities had original maturity dates ranging from 143 days to 364 days, and at December 31, 2021, the remaining maturity dates on these securities ranged from 13 days to 167 days. December 31, 2020. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts— The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $1,428,030 and $9,000 as of December 31, 2021 and December 31, 2020, respectively. A significant portion of the Company’s sales are made to customers who qualify for state-sponsored grant programs which can cover a significant portion, up to most of, a vehicle’s purchase price. Grant monies are paid directly to vehicle dealers like the Company after the customer and the dealer meet state requirements related to the transaction; reimbursements to the dealer may take two to six months from the date of request before being received. The Company does not provide an allowance for doubtful accounts related to sales made utilizing state grant funds, as those funds are guaranteed by the state(s) once awarded. Because the trade accounts receivable balance at December 31, 2021 is from credit-worthy customers, many of whom are our Company’s FARs, and because the December 31, 2020 balance was collected has been recorded relative to the trade accounts receivable balance as of December 31, 2021 or December 31, 2020. As discussed above, at December 31, 2021, four customers’ balances account for approximately 81 percent of the outstanding accounts receivable; for the year ended December 31, 2021, four customers accounted for approximately 63 percent of the annual revenue recorded. | |
Inventory and Inventory Valuation Allowance | Inventory and Inventory Valuation Allowance The Company records inventory at the lower of cost or net realizable value, 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 sell in the future. The Company had finished goods inventory on hand of | |
Inventory Deposits | Inventory Deposits— Certain of our vendors require the Company to pay upfront deposits before they will commence manufacturing our vehicles, and then require progress deposits through the production cycle and before the finished vehicles are shipped. These deposits are classified as inventory deposits in the Balance Sheet. Upon completion of production, acceptance by the Company, and passage of title to the Company, deposits are reclassified to invent ory. The Comp any had inventory deposits of $4,503,079 and zero as of December 31, 2021, and December 31, 2020, respectively. Deposits paid to two vendors accounted for 96 percent of the deposits outstanding at December 31, 2021; one different vendor with an affiliation to the two vendors just mentioned accounted for approximately 85 percent of the cost of sales for the year ended December 31, 2021. | |
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 December 31, 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 year ended December 31, 2021. | |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes— | |
Net Loss Per Share | Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities . As of December 31 , 2021 , 6,770,000 shares of the Company’s common stock were subject to issuance upon the exercise of stock options then outstanding and 28,597,994 shares of the Company’s common stock were subject to issuance upon the exercise of warrants then outstanding. There were no outstanding dilutive instruments at December 31, 2020 . 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 December 31, 2021 is zero. During the year ended December 31 , 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 $60,000. | |
Impairment of Long-Lived Assets | Impairmen t of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of December 31 , 2021 and December 31 , 2020 , respecti vely. | |
Goodwill | Goodwill— of a reporting unit is less than its carrying amount, it can conclude the assessment. If the Company concludes otherwise, the Company is required to perform a quantitative analysis to determine the amount of impairment. A qualitative analysis is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value to determine the amount of impairment, if any. The Company has determined that it has one reporting unit, and based on both qualitative and quantitative analysis, it is management’s assessment at December 31, 2021 that $51,775,667 in goodwill related to the ADOMANI, Inc. and EVTDS Merger did not experience impairment. See Note 3. | |
Research and Development | Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. Research and development costs were $58,139 for the year ended December 31 , 2021 . No costs were incurred in 2020 . | |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts air value of paid-in capital over the period during which services are rendered. Additionally, in June 2018 the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, which simplified several aspects of accounting for nonemployee share-based pay m purchase 440,000 shares of common stock issued on August 4, 2021 (see Note 9), non-cash stock-based compensation expense was $ 121,132 . An additional $3,293,308 was recorded related to the value of certain options assumed by the merged entity, bringing the total amount recorded for the year ended December 31, 2021 to $3,414,440. | |
Property and Equipment | Property and Equipment three | |
Leases | Leases —The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a significant impact on the Company’s financial statements. | |
ADOMANI, INC. [Member] | ||
Basis of Presentation | Basis of Presentation | |
Going Concern | Going Concern— non-binding all-electric zero-emission | |
Principles of Consolidation | Principles of Consolidation | |
Use of Estimates | Use of Estimates | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments value or most advantageous market for the asset or liability in an orderly 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 for which there is little or no market data, and which 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 zero-emission In applying ASC Topic 606, the Company is required to: (1) identify any contracts with customers; (2) determine if multiple performance obligations exist; (3) determine the transaction price; (4) allocate the transaction price to the respective obligation; and (5) recognize the revenue as the obligation is satisfied. As part of the termination agreement with Blue Bird, the Company has been paid $5,000 for each electric drivetrain Blue Bird ordered from Cummins Corporation during the period of June 1, 2019 through September 30, 2019. This agreement is a single performance obligation with the Company recognizing revenue upon notification from Blue Bird that delivery has been made to its customer. The final customer delivery by Blue Bird was made in April, 2020; the final payment was made in June, 2020; thus, no additional revenue will be recorded by ADOMANI related to the termination agreement. 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 van 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 Other revenue includes, effective February 2020, 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 | |
Notes Receivables | Notes Receivables | |
Inventory and Inventory Valuation Allowance | Inventory and Inventory Valuation Allowance | |
Inventory Deposits | Inventory Deposits | |
Income Taxes | Income Taxes The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. 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 December 31, 2020 and 2019, respectively, the Company recognized a full valuation allowance for all deferred tax assets. | |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes 2019 | |
Net Loss Per Share | Net Loss Per Share Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares of common stock outstanding during the period. The diluted weighted average number of shares of common stock outstanding is the basic weighted number of shares of common stock adjusted for any potentially dilutive debt or equity securities. As of December 31, 2020, the Company had 9,685,247 and 10,681,327 stock options and stock warrants outstanding, respectively. | |
Concentration of Credit Risk | Concentration of Credit Risk | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |
Research and Development | Research and Development | |
Stock-Based Compensation | Stock-Based Compensation paid-in | |
Property and Equipment | Property and Equipment three | |
Leases | Leases | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements statements |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 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 51,775,667 Accounts payable and accrued expenses (820,389 ) Lease liability (369,987 ) Notes payable (417,540 ) Purchase price, net of $3,373,332 cash acquired $ 52,365,047 |
Unaudited Pro Forma Results | For the years ended December 31 Pro forma combined results of operations 2021 2020 Sales $ 1,740,255 $ 627,166 Net loss $ (10,296,024 ) $ (4,666,079 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Property and Equipment, Net | Components of property and equipment, net consist of the following as of December 31, 2021 and 2020: December 31, 2021 December 31, 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 (152,572 ) (24,457 ) Net property and equipmen t $ 272,113 $ 227,561 | |
ADOMANI, INC. [Member] | ||
Components of Property and Equipment, Net | Components of property and equipment, net consist of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Furniture and fixtures $ 41,799 $ 41,799 Leasehold improvements 35,042 23,338 Computers 59,668 59,667 Machinery & equipment 22,440 — Vehicles 72,299 72,299 Test/Demo vehicles 15,784 15,784 Total property and equipment 247,032 212,887 Less accumulated depreciation (145,369 ) (101,044 ) Net property and equipment $ 101,663 $ 111,843 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The Company’s outstanding warrants as of December 31, 2021 is summarized as follows Number of Shares Exercise Price Remaining Contractual Life (years) Outstanding warrants expiring June 9 2022 199,659 $ 6.00 0.46 Outstanding warrants expiring June 9 2022 350,000 $ 5.00 0.46 Outstanding warrants expiring January 9 2023 256,667 $ 3.75 1.03 Outstanding warrants expiring January 28 2025 8,625,001 $ 0.50 4.00 Outstanding warrants expiring May 7 2026 19,166,667 $ 1.00 4.35 Outstanding warrants on December 31, 2021 28,597,994 $ 0.96 4.14 | |
ADOMANI, INC. [Member] | ||
Schedule of Stockholders' Equity Note, Warrants or Rights | The Company’s warrant activity for the years ended December 31, 2020 and 2019 is summarized as follows: Number of Weighted Weighted Outstanding at December 31, 2018 7,556,323 $ 4.45 3.8 Outstanding at December 31, 2019 7,556,323 $ 4.45 2.8 Granted 8,625,001 $ 0.50 5.0 Warrants exchanged for common stock (5,499,997 ) $ 4.50 0.0 Outstanding at December 31, 2020 10,681,327 $ 1.33 4.2 Exercisable at December 31, 2020 2,056,326 $ 4.33 1.1 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Outstanding | The outstanding options at December 31, 2021 consisted of the following: Number of Exercise Weighted Outstanding EVTDS at December 31, 2020 — — — Options acquired in Merger 12,992,857 $ 0.29 4.61 Exercised (5,750,713 ) $ 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 Subtotal, as follows: 6,770,000 Outstanding Options at $0.12 Exercise Price 1,000,000 $ 0.12 0.21 Outstanding Options at $0.45 Exercise Price 5,635,000 $ 0.45 8.20 Outstanding Options at $1.31 Exercise Price 135,000 $ 1.31 6.30 Outstanding at December 31, 2021 6,770,000 $ 0.42 6.98 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | ||
Future Minimum Payments Under Contractual Commitments | The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2021: Payments due by period Total Less than 1 - 3 years 4 - 5 More Operating lease obligations $ 46,173 $ 46,173 $ — $ — $ — Employment contracts 2,500,000 500,000 1,500,000 500,000 — Total $ 2,546,173 $ 546,173 $ 1,500,000 $ 500,000 $ — | |
ADOMANI, INC. [Member] | ||
Product Liability Contingency [Line Items] | ||
Future Minimum Payments Under Contractual Commitments | The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2020, and after giving effect to the termination of the Company’s employment agreement with James L. Reynolds, its former President, and the related payment obligations thereunder, effective as of October 30, 2020, and the Company’s entry into the Separation Agreement and the related payment obligations thereunder, effective as of October 30, 2020: Payments due by period Total Less than one year 1–3 years 4–5 More Operating lease obligations $ 450,985 $ 211,884 239,101 — — Employment contracts 263,000 263,000 — — — Total $ 713,985 $ 474,884 239,101 — — |
Leases (Tables)
Leases (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Schedule of Information Regarding Leases | Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2021 2020 Lease expenses Operating lease expenses $ 164,234 $ 0 Short-term lease expenses $ 88,312 $ 154,425 Total lease cost $ 252,546 $ 154,425 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows $ 212,955 $ — Weighted-average remaining lease term (in years): Operating leases 1.03 — Weighted-average discount rate: Operating leases 14 % — | |
ADOMANI, INC. [Member] | ||
Operating Leased Assets [Line Items] | ||
Schedule of Information Regarding Leases | Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2020 2019 Lease cost Operating lease cost $ 273,965 $ 109,590 Short-term lease cost $ 294,073 $ 117,857 Total lease cost $ 568,038 $ 227,447 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 282,102 115,852 Weighted-average remaining lease term (in years): Operating leases 2.04 3.16 Weighted-average discount rate: Operating leases 14 % 14 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ADOMANI, INC. [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation | Stock option activity for the years ended December 31, 2020 and 2019 is as follows: Number of Weighted Weighted Outstanding at December 31, 2018 24,728,422 0.15 2.6 Granted 1,095,000 0.45 Exercised (71,084 ) 0.10 Canceled/Forfeited (135,000 ) 1.31 Outstanding at December 31, 2019 25,617,338 0.16 1.9 Granted 4,235,000 0.42 Canceled/Forfeited (20,167,091 ) 0.15 Outstanding at December 31, 2020 9,685,247 0.28 3.9 Exercisable at December 31, 2020 7,465,570 0.31 2.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2021 2020 Tax effected net operating loss $ 866,991 $ — Deferred tax asset attributable to: Net operating loss carryover 5,716,044 — Research and development tax credit carryforward 274,891 — Sub-total 6,857,926 — Valuation allowance (6,857,926 ) — Net deferred tax asset — — Cumulative NOL $ 31,347,786 $ — | |
ADOMANI, INC. [Member] | ||
Schedule of Deferred Tax Assets and Liabilities | December 31, 2020 2019 Net operating loss 846,276 871,662 Deferred tax asset attributable to: Net operating loss carryover 5,655,726 4,809,450 Research and development tax credit carryforward 274,891 274,891 Sub-total 5,930,617 5,084,341 Valuation allowance (5,930,617 ) (5,084,341 ) Net deferred tax asset — — Cumulative NOL 26,932,029 22,902,141 Cumulative NOL at 21% 5,655,726 4,809,450 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 07, 2021 | Aug. 04, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2021 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Aggregate amount of the Investment in marketable securities | $ 8,002,700 | $ 0 | |||||||
Accounts receivable | 1,428,030 | 9,000 | |||||||
Allowance for Doubtful Trade Receivable, Current | 0 | 0 | |||||||
Inventory, net | 3,850,541 | ||||||||
Inventory Valuation Reserves | 12,429 | ||||||||
Inventory deposits | $ 4,503,079 | 0 | |||||||
Shares subject to issuance upon exercise of stock options then outstanding | 6,770,000 | ||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | 10,681,327 | |||||||
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $ 250,000 | ||||||||
Time Deposits, at or Above FDIC Insurance Limit | 750,000 | ||||||||
Cash, FDIC Insured Amount | 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 | 58,139 | 0 | |||||||
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | 2,000 | ||||||||
Restricted cash | 60,035 | 1,793,910 | |||||||
Stock-based compensation expense | $ 121,132 | 121,132 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,402,555 | ||||||||
Finished goods Inventory | 3,862,970 | 0 | |||||||
Valuation allowance inventory | 0 | ||||||||
Financing commitments | 2,546,173 | ||||||||
Cash and cash equivalents | 4,846,490 | $ 136,222 | |||||||
Additional stock based compensation recorded as a result of options assumed due to merger | 3,293,308 | ||||||||
Adjustment to additional paid in capital stock based compensation | $ 3,414,440 | ||||||||
Debt Securities Period One [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt Instrument, Term | 143 days | 13 days | |||||||
Debt Securities Period Two [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt Instrument, Term | 364 days | 167 days | |||||||
Sales [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Revenues | $ 118,000 | $ 0 | |||||||
Four Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration Risk, Percentage | 81.00% | ||||||||
Four Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration Risk, Percentage | 63.00% | ||||||||
ADOMANI, INC. [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accounts receivable | 13,609 | $ 661,352 | |||||||
Allowance for Doubtful Trade Receivable, Current | 0 | 0 | |||||||
Inventory, net | 353,730 | 494,158 | |||||||
Inventory Valuation Reserves | 0 | 0 | |||||||
Inventory deposits | 965,994 | 935,204 | |||||||
Unrecognized Tax Benefits | $ 0 | $ 0 | |||||||
Shares subject to issuance upon exercise of stock options then outstanding | 9,685,247 | 25,617,338 | 24,728,422 | ||||||
Shares subject to issuance upon exercise of warrants then outstanding | 10,681,327 | 7,556,323 | 7,556,323 | ||||||
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $ 250,000 | ||||||||
Impairment of Long-Lived Assets Held-for-use | 0 | $ 0 | |||||||
Research And Development Expense | 75,000 | $ 108,751 | |||||||
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | 2,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 71,084 | ||||||||
Financing commitments | 713,985 | ||||||||
Cash and cash equivalents | 4,136,000 | $ 4,432,000 | |||||||
Notes Receivable | 833,588 | 834,491 | |||||||
Allowance for Notes Receivable, Current | 808,588 | 471,000 | |||||||
Adjustment to additional paid in capital stock based compensation | 347,000 | $ 769,000 | |||||||
ADOMANI, INC. [Member] | California Government Agencies [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accounts receivable | 15,000 | ||||||||
ADOMANI, INC. [Member] | Blue Bird Corporation [Member] | Electric Drivetrain [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Amount to be received for each electric drivetrain ordered | 5,000 | ||||||||
ADOMANI, INC. [Member] | Financing Commitments Tranche One [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Financing commitments | 5,425,000 | ||||||||
Net proceeds from financing commitments | 5,300,000 | ||||||||
ADOMANI, INC. [Member] | Financing Commitments Tranche Two [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Financing commitments | $ 17,250,000 | ||||||||
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] | Minimum [Member] | ADOMANI, INC. [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 | ||||||||
Property, Plant, and Equipment Other than Leasehold Improvements [Member] | Maximum [Member] | ADOMANI, INC. [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 | ||||||||
Restricted cash | $ 60,000 | ||||||||
Common Stock [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Shares subject to issuance upon exercise of stock options then outstanding | 6,770,000 | ||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 440,000 | ||||||||
Common Stock [Member] | ADOMANI, INC. [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 71,084,000 | ||||||||
Fair Value, Recurring | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Assets, fair value disclosure | $ 0 | ||||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | ||||||||
Fair Value, Recurring | ADOMANI, INC. [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Assets, fair value disclosure | $ 0 | ||||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 |
Merger - Narrative (Details)
Merger - Narrative (Details) - USD ($) | Mar. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 10, 2021 |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||
Cash | $ 197,500 | |||
Common stock, shares outstanding (in shares) | 298,160,160 | 1 | ||
Finished goods Inventory | $ 3,862,970 | $ 0 | ||
Goodwill | 51,775,667 | |||
Net loss | (7,652,100) | (279,521) | ||
Adjustment to additional paid in capital goodwill adjustment for stock options | 2,228,757 | |||
Fair Value Of Stock Options Of Goodwill | $ 55,738,379 | |||
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 | 6,415,110 | |||
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 | |||
Outstanding Cash | 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 | 51,775,667 | |||
Transaction costs | $ 415,472 | |||
Increase Decrease In Revenue | 319,000 | 79,735 | ||
Increase Decrease In Net Income Loss | 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) | Dec. 31, 2021USD ($) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Goodwill | $ 51,775,667 |
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 | 51,775,667,000 |
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 | $ 52,365,047,000 |
Merger - Pro Forma Calculations
Merger - Pro Forma Calculations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Sales | $ 1,740,255 | $ 627,166 |
Net loss | $ (10,296,024) | $ (4,666,079) |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 424,685 | $ 252,018 | |
Less accumulated depreciation | (152,572) | (24,457) | |
Property and equipment, net | 272,113 | 227,561 | |
ADOMANI, INC. [Member] | |||
Property and equipment, gross | 247,032 | $ 212,887 | |
Less accumulated depreciation | (145,369) | (101,044) | |
Property and equipment, net | 101,663 | 111,843 | |
Furniture and Fixtures [Member] | |||
Property and equipment, gross | 41,799 | ||
Furniture and Fixtures [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | 41,799 | 41,799 | |
Leasehold Improvements [Member] | |||
Property and equipment, gross | 28,112 | 30,166 | |
Leasehold Improvements [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | 35,042 | 23,338 | |
Machinery and Equipment [Member] | |||
Property and equipment, gross | 86,266 | 92,853 | |
Machinery and Equipment [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | 22,440 | 0 | |
Computers [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | 59,668 | 59,667 | |
Vehicles [Member] | |||
Property and equipment, gross | 252,724 | 128,999 | |
Vehicles [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | 72,299 | 72,299 | |
Test/Demo Vehicles [Member] | |||
Property and equipment, gross | $ 15,784 | ||
Test/Demo Vehicles [Member] | ADOMANI, INC. [Member] | |||
Property and equipment, gross | $ 15,784 | $ 15,784 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 70,729 | $ 17,670 | |
ADOMANI, INC. [Member] | |||
Depreciation expense | $ 44,325 | $ 48,576 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Oct. 28, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 20, 2020 | May 06, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||
Principal and accrued interest | $ 153,668 | |||||||
Notes payable, net | $ 31,788 | |||||||
Notes payable, net | $ 13,245 | 152,835 | ||||||
Debt Instrument, Payment Terms | P24M | |||||||
ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | 0 | $ 5,820,000 | ||||||
Notes payable, net | 204,000 | 0 | ||||||
Notes payable, net | 207,000 | 0 | ||||||
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 | |||||||
Amount Received In Loan Funding | $ 150,000 | |||||||
Advance for loan application | $ 10,000 | |||||||
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 | $ 10,400,000 | |||||||
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] | ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal rate of interest per annum | 3.75% | |||||||
Principal and accrued interest | 153,789 | |||||||
Amount Received In Loan Funding | $ 150,000 | |||||||
Advance for loan application | $ 10,000 | |||||||
Loan funding amount | $ 150,000 | |||||||
Term of note | 30 years | |||||||
Maturity date | May 17, 2050 | |||||||
Long-term liabilities | $ 153,789 | |||||||
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 | |||||||
Loan forgiveness, Percentage | 100.00% | |||||||
Loan funding amount | $ 261,244 | |||||||
Term of note | 2 years | |||||||
Paycheck Protection Program [Member] | ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal rate of interest per annum | 1.00% | |||||||
Principal and accrued interest | 262,979 | |||||||
Amount Received In Loan Funding | $ 261,244 | |||||||
Net amount forgiven of loan | 251,244 | |||||||
Loan funding amount | $ 261,244 | $ 261,244 | ||||||
Term of note | 2 years | |||||||
Maturity date | May 3, 2022 | |||||||
Current liabilities | $ 203,867 | |||||||
PPE debt description | The PPP provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business | |||||||
Long-term liabilities | $ 59,112 | |||||||
Inventory Software Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, net | $ 13,245 | |||||||
Long-term Debt | 63,576 | |||||||
Debt Instrument, Periodic Payment | $ 2,648.99 | |||||||
Morgan Stanley [Member] | ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | 5,800,000 | |||||||
Line of credit facility, remaining borrowing capacity | $ 820,948 | |||||||
Envirotech Loan #1 [Member] | ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount Received In Loan Funding | $ 500,000 | |||||||
Loan funding amount | 500,000 | |||||||
Accrued interest | 0 | |||||||
Origination fees | $ 49,999 | |||||||
Envirotech Loan #2 [Member] | ADOMANI, INC. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount Received In Loan Funding | $ 237,840 | |||||||
Loan funding amount | 237,840 | |||||||
Accrued interest | 0 | |||||||
Origination fees | 23,784 | |||||||
Additional deposit required by manufacturer | $ 237,840 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | May 07, 2021 | Mar. 15, 2021 | Jan. 05, 2021 | Dec. 29, 2020 | Dec. 02, 2020 | Jan. 01, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 24, 2020 | May 21, 2020 | Mar. 31, 2020 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 255,233,559 | 1 | 298,160,160 | ||||||||||||
Exercise price of warrants issued | $ 0.96 | ||||||||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 10,681,327 | 28,597,994 | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||
ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 112,670,580 | 73,125,538 | |||||||||||||
Exercise price of warrants issued | $ 1.33 | $ 4.45 | $ 4.45 | ||||||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 10,681,327 | 7,556,323 | 7,556,323 | ||||||||||||
Gross proceeds from sale of common stock | $ 16,274,991 | ||||||||||||||
Consulting arrangement, monthly fee | $ 8,200 | ||||||||||||||
Consulting monthly cash fee paid | 3,200 | ||||||||||||||
Common stock issued for services | $ 76,000 | $ 55,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||
Proceeds from Stock Options Exercised | 211,219 | $ 0 | $ 7,000 | ||||||||||||
ADOMANI, INC. [Member] | Subsequent Event [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock issued for services (in shares) | 4,978 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 28,597,994 | ||||||||||||||
Common Stock [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock issued for services | $ 5,000 | ||||||||||||||
Common shares issued to consultant | 658,736 | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | ||||||||||||||
Common stock issued for services (in shares) | 336,574 | 545,057,000 | 322,162 | ||||||||||||
Common Stock [Member] | ADOMANI, INC. [Member] | Warrant [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of warrant to purchase common stock | 10,681,327 | ||||||||||||||
Experties In Public Funding Process [Member] | Common Stock [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Consulting arrangement, monthly fee | $ 5,000 | ||||||||||||||
Common shares issued to consultant | 129,677 | ||||||||||||||
Bonus amount | $ 9,000 | $ 9,000 | |||||||||||||
Public funding transactions amount | $ 2,000,000 | ||||||||||||||
Percentage of entitlement to non publicly funded portion of transaction | 1.00% | ||||||||||||||
Expiration date of Agreement | Jun. 30, 2020 | ||||||||||||||
Bonus amount | $ 0 | ||||||||||||||
Public funding transactions amount | $ 0 | ||||||||||||||
Exchange Agreements [Member] | Common Stock [Member] | ADOMANI, INC. [Member] | Warrant [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 27,499,985 | ||||||||||||||
Issuance of warrant to purchase common stock | 5,499,997 | ||||||||||||||
Exercise price of warrants issued | $ 0.00001 | ||||||||||||||
Closing Date of Exchange | Dec. 4, 2020 | ||||||||||||||
First Closing [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 11,500,000 | ||||||||||||||
Proceeds net of offering costs | $ 5.3 | ||||||||||||||
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 | ||||||||||||||
Gross proceeds from sale of common stock | $ 5,425,000 | ||||||||||||||
First Closing [Member] | Underwriter Fees [Member] | ADOMANI, INC. [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 | ||||||||||||||
Second Closing [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of warrant to purchase common stock | 19,166,667 | ||||||||||||||
Second Closing [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 38,333,334 | ||||||||||||||
Sale of stock, purchase price per share | $ 0.45 | ||||||||||||||
Issuance of warrant to purchase common stock | 19,166,670 | ||||||||||||||
Exercise price of warrants issued | $ 1 | ||||||||||||||
Gross proceeds from sale of common stock | $ 16,275,000 | ||||||||||||||
Second Closing [Member] | Underwriter Fees [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 2,166,667 | ||||||||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 1,083,333 | ||||||||||||||
Other commitments, service fees per month | $ 975,000 | ||||||||||||||
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 | $ 16,274,991 | ||||||||||||||
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 | ||||||||||||||
Expertise In Marketing And Public Relations Strategy [Member] | Common Stock [Member] | ADOMANI, INC. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Consulting arrangement, monthly fee | $ 2,500 | ||||||||||||||
Common shares issued to consultant | 78,806 | ||||||||||||||
Expiration date of Agreement | Dec. 31, 2020 | ||||||||||||||
Expertise In Marketing And Public Relations Strategy [Member] | Common Stock [Member] | ADOMANI, INC. [Member] | Subsequent Event [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common shares issued to consultant | 83,784 | ||||||||||||||
Common stock issued for services (in shares) | 4,978 | ||||||||||||||
Envirotech Electric Vehicles Inc [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Shares subject to issuance upon exercise of warrants then outstanding | 10,681,327 | ||||||||||||||
Cash Acquired In Merger | $ 3.3 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Details) | May 07, 2021USD ($) | Dec. 29, 2020USD ($)$ / sharesshares | Dec. 02, 2020$ / sharesshares | Dec. 31, 2021$ / sharesshares | Sep. 30, 2021shares | Aug. 31, 2021shares | Mar. 15, 2021shares | Dec. 31, 2020$ / sharesshares | Dec. 24, 2020$ / shares | Dec. 31, 2019Holder$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 28,597,994 | 10,681,327 | |||||||||
Class of warrant or right, Intrinsic value | 2,056,326 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 0.96 | ||||||||||
Common Stock, Shares, Issued | 298,160,160 | 255,233,559 | 1 | ||||||||
Common stock, shares issued (in shares) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Envirotech Electric Vehicles Inc [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 10,681,327 | ||||||||||
A D O M A N I Inc [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Class of Warrant or Right Unexercised | 1,250,000 | ||||||||||
Second Closing [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of securities called by warrants | 19,166,667 | ||||||||||
ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 10,681,327 | 7,556,323 | 7,556,323 | ||||||||
Class of warrant or right, Intrinsic value | 2,056,326 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 1.33 | $ 4.45 | $ 4.45 | ||||||||
Common Stock, Shares, Issued | 112,670,580 | 73,125,538 | |||||||||
Common stock, shares issued (in shares) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Gross proceeds from sale and issuance of common stock and warrants | $ | $ 16,274,991 | ||||||||||
ADOMANI, INC. [Member] | First Closing [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of securities called by warrants | 8,625,001 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 0.50 | ||||||||||
Common Stock, Shares, Issued | 11,500,000 | ||||||||||
Gross proceeds from sale and issuance of common stock and warrants | $ | $ 5,425,000 | ||||||||||
Share price, per share | $ / shares | $ 0.50 | ||||||||||
Proceeds net of offering costs | $ | $ 5.3 | ||||||||||
ADOMANI, INC. [Member] | Second Closing [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of securities called by warrants | 19,166,670 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 1 | ||||||||||
Common Stock, Shares, Issued | 38,333,334 | ||||||||||
Gross proceeds from sale and issuance of common stock and warrants | $ | $ 16,275,000 | ||||||||||
Share price, per share | $ / shares | $ 0.45 | ||||||||||
Common Stock [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 28,597,994 | ||||||||||
Common Stock [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Common stock, shares issued (in shares) | $ / shares | $ 0.00001 | ||||||||||
Common Stock [Member] | Warrant [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of securities called by warrants | 10,681,327 | ||||||||||
Exchange Agreements [Member] | Common Stock [Member] | Warrant [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Number of securities called by warrants | 5,499,997 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 0.00001 | ||||||||||
Common Stock, Shares, Issued | 27,499,985 | ||||||||||
Closing Date of Exchange | Dec. 4, 2020 | ||||||||||
First Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 199,659 | ||||||||||
Warrants to purchase of common stock, measurement price | 5 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 6 | ||||||||||
Second Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 350,000 | ||||||||||
Warrants to purchase of common stock, measurement price | 5 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 5 | ||||||||||
Third Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 1,250,000 | ||||||||||
Warrants to purchase of common stock, measurement price | 1 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 4 | ||||||||||
Fourth Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 750,001 | ||||||||||
Warrants to purchase of common stock, measurement price | 3.21 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 4.50 | ||||||||||
Number of warrant holder | Holder | 3 | ||||||||||
Fifth Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 256,667 | ||||||||||
Warrants to purchase of common stock, measurement price | 3.21 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 3.75 | ||||||||||
Number of warrant holder | Holder | 2 | ||||||||||
Sixth Issuance Of Warrants Or Rights [Member] | ADOMANI, INC. [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of warrants | 4,749,996 | ||||||||||
Warrants to purchase of common stock, measurement price | 3.29 | ||||||||||
Warrants to purchase of common stock, exercise price | $ / shares | $ 4.50 | ||||||||||
Number of warrant holder | Holder | 11 |
Stock Warrants - Warrant Activi
Stock Warrants - Warrant Activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 15, 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 1 month 20 days | ||||
Class Of Warrant Or Right Exercisable | 2,056,326 | ||||
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 | 5 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 | 5 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 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 | ||||
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 4 months 6 days | ||||
ADOMANI, INC. [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Shares subject to issuance upon exercise of warrants then outstanding | 10,681,327 | 7,556,323 | 7,556,323 | ||
Exercise price of warrants issued | $ 1.33 | $ 4.45 | $ 4.45 | ||
Remaining Contractual Life | 4 years 2 months 12 days | 2 years 9 months 18 days | 3 years 9 months 18 days | ||
Class Of Warrant Or Right Issued During Period | 8,625,001 | ||||
Class Of Warrant Or Right Exchanged For Common Stock | (5,499,997) | ||||
Class Of Warrant Or Right Exercisable | 2,056,326 | ||||
Class Of Warrant Or Right Issued During Period Exercise Price | 0.50 | ||||
Class Of Warrant Or Right Exchanged For Common Stock Exercise Price | 4.50 | ||||
Class Of Warrant Or Right Exercisable Exercise Price Of Warrants Or Rights | 4.33 | ||||
Class Of Warrant Or Right Exercise Sale Weighted Average Remaining Contractual Life | 1 year 1 month 6 days | ||||
Class Of Warrant Or Right Granted Weighted Average Remaining Contractual Life | 5 years | ||||
Class Of Warrant Or Right Exchanged For Common Stock Weighted Average Remaining Contractual Life | 0 years |
Stock Warrants - Warrant Acti_2
Stock Warrants - Warrant Activity (Parenthetical) (Details) | Dec. 31, 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 ($) | Dec. 07, 2021 | Aug. 04, 2021 | Jul. 23, 2021 | Jun. 25, 2021 | Jun. 14, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 15, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,402,555 | |||||||
Payments for Repurchase of Common Stock | $ 43,029 | $ 4,029 | ||||||
Exercise Price | $ 0.42 | |||||||
Exercise price of warrants issued | $ 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 Issued During Period, Value, Stock Options Exercised | $ 500,000 | |||||||
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 | $ 152,800 | |||||||
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 | |||||||
Exercised Zero Point One Zero | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 5,000,000 | |||||||
Exercise Price | $ 0.10 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding (Details) - $ / shares | Jul. 23, 2021 | Jun. 14, 2021 | Dec. 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 | 6,770,000 | ||
Exercise Price | $ 0.42 | ||
Contractual Life(in years) | 6 years 11 months 23 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 | 5,750,713 | ||
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 0.12 [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 | 6,770,000 | ||
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 | 1,000,000 | ||
Exercise Price | $ 0.12 | ||
Contractual Life(in years) | 2 months 15 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 | 5,635,000 | ||
Exercise Price | $ 0.45 | ||
Contractual Life(in years) | 8 years 2 months 12 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 | 135,000 | ||
Exercise Price | $ 1.31 | ||
Contractual Life(in years) | 6 years 3 months 18 days | ||
Options Acquired Zero Point Two Nine | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Options acquired in Merger, Number of Shares | 12,992,857 | ||
Options acquired in Merger, Exercise Price | $ 0.29 | ||
Options acquired in Merger, Weighted Average Remaining Contractual Life | 4 years 7 months 9 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)ElectricTruck | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)AutomobileLease | |
ABCI Office Lease | |||
Related Party Transaction [Line Items] | |||
Operating Lease Monthly Payment | $ 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 | ||
SRI Professional Services, Inc. [Member] | SRI Leases Vehicles | |||
Related Party Transaction [Line Items] | |||
Number of properties under leases | Lease | 2 | ||
Lease Commencement Date | Jan. 1, 2020 | ||
Operating Lease Monthly Payment | $ 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 | ||
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 | ||
Alpha Bravo Charlie, Inc. | Used Automobiles | |||
Related Party Transaction [Line Items] | |||
Number of properties purchased | Automobile | 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 December 31, 2021. | ||
Alpha Bravo Charlie, Inc. | Electric Truck | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Aggregrate purchase price | $ 64,000 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | Jan. 01, 2022 | Mar. 01, 2021 | Nov. 01, 2020 | Mar. 01, 2020 | Feb. 04, 2020 | Jan. 01, 2020 | Sep. 16, 2019 | Jun. 30, 2019 | Jan. 01, 2017 | Dec. 31, 2019 | Nov. 30, 2019 | Oct. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | Jul. 02, 2021 |
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Base rent for term of lease | $ 46,173 | ||||||||||||||||||
Lease deposit liability | $ 11,616 | ||||||||||||||||||
Operating lease payment exchange from lease obligation | $ 60,630 | ||||||||||||||||||
Operating Leases, Rent Expense, Net | 252,546 | $ 154,425 | |||||||||||||||||
Oldridge agreement [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Annual base salary | $ 200,000 | $ 300,000 | |||||||||||||||||
Automobile Monthly Allowance | 1,500 | ||||||||||||||||||
ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Base rent for term of lease | $ 450,985 | ||||||||||||||||||
ADOMANI, INC. [Member] | THINKP3 [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Lease expiration date | Nov. 30, 2020 | ||||||||||||||||||
Other commitments, service fees per month | $ 8,000 | ||||||||||||||||||
Other commitments, termination notice | 30 days | ||||||||||||||||||
ADOMANI, INC. [Member] | THINKP3 [Member] | COVID-19 [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Lease expiration date | Aug. 31, 2020 | ||||||||||||||||||
Other commitments, service fees per month | $ 4,000 | ||||||||||||||||||
ADOMANI, INC. [Member] | Renmark Financial Communications USA Inc [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Other commitments, service fees per month | $ 6,500 | ||||||||||||||||||
ADOMANI, INC. [Member] | Renmark Financial Communications USA Inc [Member] | COVID-19 [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Other commitments, service fees per month | $ 3,250 | ||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Lease agreement effective date | Jan. 1, 2020 | ||||||||||||||||||
Renewal term of employment agreement | 5 years | ||||||||||||||||||
Annual base salary | $ 150,000 | $ 215,000 | $ 200,000 | ||||||||||||||||
Chief Financial Officer | ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Renewal term of employment agreement | 5 years | ||||||||||||||||||
Annual base salary | $ 150,000 | $ 215,000 | $ 200,000 | ||||||||||||||||
Chief Executive Officer [Member] | ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Renewal term of employment agreement | 5 years | ||||||||||||||||||
Annual base salary | $ 294,000 | ||||||||||||||||||
Other commitments, service fees per month | $ 18,000 | ||||||||||||||||||
SRI Equipment leases | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Leases, Rent Expense | 93,247 | $ 99,247 | |||||||||||||||||
SRI Office Lease | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Leases, Rent Expense | 24,711 | 10,920 | |||||||||||||||||
ABCI Office Lease | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Leases, Rent Expense | 30,800 | $ 25,200 | |||||||||||||||||
Operating Lease Monthly Payment | $ 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] | 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 | ||||||||||||||||||
Storage Space In Stockton California [Member] | ADOMANI, INC. [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 | ||||||||||||||||||
Corporate Office in Corona, California [Member] | ADOMANI, INC. [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 | ||||||||||||||||||
Additional rent payment | $ 0 | ||||||||||||||||||
Additional operating lease period | 5 months | ||||||||||||||||||
Corporate Office in Corona, California [Member] | Masters Transportation, Inc. [Member] | ADOMANI, 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 | ||||||||||||||||||
Corporate Office in Corona, California [Member] | Forecast | ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Lease Monthly Payment | $ 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] | ADOMANI, INC. [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] | Forecast | ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Lease Monthly Payment | $ 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 | ||||||||||||||||||
Warehouse Space in Corona, California [Member] | Fire Sprinkler Alarm Monitoring and Landscape Maintenance [Member] | ADOMANI, INC. [Member] | |||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||
Operating Lease Monthly Payment | $ 265 |
Commitments - Future Minimum Pa
Commitments - Future Minimum Payments Under Contractual Commitments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Operating lease obligations, Total | $ 46,173 | |
Operating lease obligations, Less than one year | 46,173 | |
Operating lease obligations, 1-3 years | 0 | |
Operating lease obligations, 4-5 years | 0 | |
Operating lease obligations, more than 5 years | 0 | |
Employment contracts, Total | 2,500,000 | |
Employment contracts, Less than one year | 500,000 | |
Employment contracts, 1-3 years | 1,500,000 | |
Employment contracts, 4-5 years | 500,000 | |
Employment contracts, More than 5 years | 0 | |
Total | 2,546,173 | |
Total, Less than one year | 546,173 | |
Total, 1-3 years | 1,500,000 | |
Total, 4-5 years | 500,000 | |
Total, More than 5 years | $ 0 | |
ADOMANI, INC. [Member] | ||
Goodwill [Line Items] | ||
Operating lease obligations, Total | $ 450,985 | |
Operating lease obligations, Less than one year | 211,884 | |
Operating lease obligations, 1-3 years | 239,101 | |
Employment contracts, Total | 263,000 | |
Employment contracts, Less than one year | 263,000 | |
Total | 713,985 | |
Total, Less than one year | 474,884 | |
Total, 1-3 years | $ 239,101 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - USD ($) | Jan. 20, 2022 | Jun. 19, 2019 | Aug. 10, 2021 | Apr. 13, 2020 | Feb. 03, 2020 |
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 | ||||
Cash paid through Equity | $ 197,500 | ||||
Cash paid | 197,500 | ||||
Cash paid by Insurance company | $ 170,000 | ||||
ADOMANI, INC. [Member] | |||||
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 | $ 582,000 | |||
ADOMANI, INC. [Member] | Subsequent Event [Member] | Brooks And Mollick Action [Member] | |||||
Payment of accrued penalties and fines | $ 50,000 | ||||
Stock issued during the period shares settlement of litigation claims | 125,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2020USD ($)Lease_OptionLease | Dec. 31, 2021 | Sep. 30, 2021USD ($)Lease | Mar. 15, 2021USD ($) | Dec. 31, 2019USD ($) | Oct. 01, 2017USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Weighted-average remaining lease term | 1 year 10 days | |||||
Estimated borrowing rate of lease at discount rate | 14.00% | |||||
ADOMANI, INC. [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of lease | Lease | 2 | |||||
Right of use asset included in other non-current assets | $ 411,058 | $ 218,504 | ||||
Current liabilities relating to ROU asset | 195,301 | 70,492 | ||||
Non-current liabilities relating to ROU asset | $ 215,757 | $ 148,012 | ||||
Weighted-average remaining lease term | 2 years 14 days | 3 years 1 month 28 days | ||||
Estimated borrowing rate of lease at discount rate | 14.00% | 14.00% | ||||
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 | |||||
Corporate Office Lease [Member] | ADOMANI, INC. [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Right of use asset included in other non-current assets | $ 145,520 | $ 218,504 | ||||
Current liabilities relating to ROU asset | 67,721 | |||||
Non-current liabilities relating to ROU asset | $ 77,799 | $ 148,012 | ||||
Weighted-average remaining lease term | 2 years 1 month 28 days | |||||
Estimated borrowing rate of lease at discount rate | 14.00% | |||||
Operating lease, right of use asset | $ 377,129 | |||||
Operating lease liability | $ 377,129 | |||||
Number of options to extend operating lease | Lease_Option | 1 | |||||
Operating lease, renewal term | 3 years | |||||
Advanced noticed required to extend operating lease | 9 months | |||||
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 | |||||
Warehouse Space in Corona, California [Member] | ADOMANI, INC. [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Right of use asset included in other non-current assets | $ 265,538 | |||||
Current liabilities relating to ROU asset | 127,580 | |||||
Non-current liabilities relating to ROU asset | $ 137,958 | |||||
Weighted-average remaining lease term | 1 year 11 months 1 day | |||||
Estimated borrowing rate of lease at discount rate | 14.00% | |||||
Operating lease, right of use asset | $ 382,742 | |||||
Operating lease liability | $ 382,742 | |||||
Warehouse Space in Corona, California [Member] | Current Assets [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Right of use asset included in other non-current assets | $ 133,672 | $ 238,365 | ||||
Current liabilities relating to ROU asset | 131,245 | |||||
Warehouse Space in Corona, California [Member] | Noncurrent Assets [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Non-current liabilities relating to ROU asset | $ 2,427 |
Leases - Information Regarding
Leases - Information Regarding Leases (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Lease expenses | |||||
Operating lease cost/expenses | $ 164,234 | ||||
Short-term lease cost/expenses | 88,312 | $ 154,425 | |||
Total lease cost | 252,546 | $ 154,425 | |||
Operating cash flows | $ 212,955 | ||||
Operating leases | 1 year 10 days | ||||
Operating leases | 14.00% | ||||
ADOMANI, INC. [Member] | |||||
Lease expenses | |||||
Operating lease cost/expenses | $ 273,965 | $ 109,590 | |||
Short-term lease cost/expenses | 294,073 | 117,857 | |||
Total lease cost | 568,038 | 227,447 | |||
Operating cash flows | $ 282,102 | $ 115,852 | |||
Operating leases | 2 years 14 days | 3 years 1 month 28 days | |||
Operating leases | 14.00% | 14.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||||
Operating Loss Carryforwards | $ 31,347,786 | |||
Operating Loss Carryforwards Expiration Period | 2027 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | |
Indefinite [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating Loss Carryforwards | $ 0 | $ 16,955,180 | ||
Expire [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating Loss Carryforwards | 14,393,606 | |||
Envirotech Drive Systems Inc | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating Loss Carryforwards | 745,047 | |||
Cumulative tax benefit | 218,300 | |||
ADOMANI, INC. [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating Loss Carryforwards | $ 26,932,029 | $ 22,902,141 | ||
Operating Loss Carryforwards Expiration Period | 2040 | 2039 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | |
Research & Development Tax Credit Carryforward [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward | $ 274,891 | |||
Research & Development Tax Credit Carryforward [Member] | ADOMANI, INC. [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward | $ 274,891 | $ 274,891 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||
Net operating loss | $ 866,991 | $ 0 | |
Deferred tax asset attributable to: | |||
Net operating loss carryover | 5,716,044 | ||
Sub-total | 6,857,926 | ||
Valuation allowance | (6,857,926) | ||
Net deferred tax asset | 0 | ||
Cumulative NOL | 31,347,786 | ||
ADOMANI, INC. [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss | 846,276 | $ 871,662 | |
Deferred tax asset attributable to: | |||
Net operating loss carryover | 5,655,726 | 4,809,450 | |
Sub-total | 5,930,617 | 5,084,341 | |
Valuation allowance | (5,930,617) | (5,084,341) | |
Net deferred tax asset | 0 | 0 | |
Cumulative NOL | 26,932,029 | 22,902,141 | |
Cumulative NOL at 21% | 5,655,726 | 4,809,450 | |
Research & Development Tax Credit Carryforward [Member] | |||
Deferred tax asset attributable to: | |||
Research and development tax credit carryforward | $ 274,891 | ||
Research & Development Tax Credit Carryforward [Member] | ADOMANI, INC. [Member] | |||
Deferred tax asset attributable to: | |||
Research and development tax credit carryforward | $ 274,891 | $ 274,891 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Parenthetical) (Details) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Corporate tax rate | 21.00% | 21.00% | 21.00% | |
ADOMANI, INC. [Member] | ||||
Corporate tax rate | 21.00% | 21.00% | 21.00% |
Customer and Vendor Concentra_2
Customer and Vendor Concentration - Additional Information (Details) - ADOMANI, INC. [Member] | 12 Months Ended |
Dec. 31, 2019CustomerVendor | |
Blue Bird Corporation [Member] | Sales [Member] | |
Concentration Risk [Line Items] | |
Number of customer | Customer | 1 |
Efficient Drivetrains, Inc. ("EDI") [Member] | Cost of Sales [Member] | |
Concentration Risk [Line Items] | |
Number of vendor | Vendor | 1 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 13, 2020 | Feb. 03, 2020 | |
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Assets acquired through foreclosure in credit bid | $ 582,000 | ||||||
ADOMANI, INC. [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Assets acquired through foreclosure in credit bid | $ 582,000 | $ 582,000 | |||||
Provision for doubtful accounts | $ 38,000 | ||||||
ADOMANI, INC. [Member] | Ebus Inc [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Property estimated fair-market value transferred to the company | 25,000 | ||||||
Estimated fair market value of asset sold | 4,500 | ||||||
Provision for doubtful accounts | 148,060 | ||||||
ADOMANI, INC. [Member] | Note Receivable Issued In February 2020 [Member] | Ebus Inc [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Property estimated fair-market value transferred to the company | 22,440 | ||||||
ADOMANI, INC. [Member] | Note Receivable Issued In September 2018 [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Provision for doubtful accounts | $ 144,460 | $ 100,000 | |||||
Loan amount to unaffiliated third party | $ 200,000 | ||||||
Notes receivable, stated interest rate | 9.00% | ||||||
Note receivable, conversion feature, trigger amount, gross proceeds to borrower | $ 500,000 | ||||||
Notes receivable, maturity date | Dec. 31, 2020 | ||||||
Notes receivable, accrued interest reclassified to principal | $ 23,496 | ||||||
Notes receivable accrued interest added to principal | 20,964 | ||||||
Notes receivable unpaid principal and accrued interest | 244,460 | ||||||
Notes receivable unpaid principal and interest reclassified as non-current asset | 244,460 | ||||||
ADOMANI, INC. [Member] | Note Receivable Issued In May 2019 [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Provision for doubtful accounts | 45,068 | ||||||
Loan amount to unaffiliated third party | $ 38,000 | ||||||
Notes receivable, maturity date | Mar. 31, 2020 | ||||||
Notes receivable unpaid principal and accrued interest | 39,995 | 45,068 | 39,995 | ||||
Notes receivable unpaid principal and interest reclassified as non-current asset | 45,068 | ||||||
ADOMANI, INC. [Member] | Note Receivable Issued In September 2018 And May 2019 [Member] | |||||||
Loans and Leases Receivable Disclosure [Line Items] | |||||||
Notes receivable unpaid principal and accrued interest | $ 263,491 | $ 289,528 | $ 263,491 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | Dec. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Exercised | (3,402,555) | ||||
Number of shares, Ending balance | 6,770,000 | ||||
Weighted Average Exercise Price, Exercised | $ 0.42 | ||||
Weighted Average Remaining Contractual Life, Exercisable | 6 years 11 months 23 days | ||||
ADOMANI, INC. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares, Beginning balance | 9,685,247 | 25,617,338 | 24,728,422 | ||
Number of Shares, Granted | 4,235,000 | 1,095,000 | |||
Number of Shares, Exercised | (71,084) | ||||
Number of shares, Canceled/forfeited | (20,167,091) | (135,000) | |||
Number of shares, Ending balance | 9,685,247 | 25,617,338 | |||
Weighted Average Exercise Price, Beginning balance | $ 0.28 | $ 0.16 | $ 0.15 | ||
Stock options, exercise price | 0.42 | $ 0.45 | |||
Weighted Average Exercise Price, Exercised | 0.10 | ||||
Weighted Average Exercise Price, Canceled/Forfeited | 0.15 | 1.31 | |||
Weighted Average Exercise Price, Ending balance | $ 0.28 | $ 0.16 | |||
Weighted Average Remaining Contractual Life, Outstanding | 3 years 10 months 24 days | 1 year 10 months 24 days | 2 years 7 months 6 days | ||
Weighted Average Remaining Contractual Life, Exercisable | 2 years 3 months 18 days | ||||
Number of Shares, Exercisable | 7,465,570 | ||||
Weighted Average Exercise Price, Exercisable | $ 0.31 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Oct. 20, 2020 | Jan. 02, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options outstanding | 6,770,000 | ||||||
ADOMANI, INC. [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 4,235,000 | 1,095,000 | |||||
Stock options, exercise price | $ 0.42 | $ 0.45 | |||||
Stock options outstanding | 9,685,247 | 25,617,338 | 24,728,422 | ||||
Number of shares forfeited | 20,167,091 | 135,000 | |||||
Intrinsic value of options outstanding | $ 1,000,000 | ||||||
ADOMANI, INC. [Member] | Suneel Sawant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,000,000 | ||||||
Effective date of agreement | Jan. 2, 2020 | ||||||
ADOMANI, INC. [Member] | Suneel Sawant [Member] | Exercise Price $0.50 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options, exercise price | $ 0.50 | ||||||
Stock options, expiration date | Dec. 31, 2020 | ||||||
ADOMANI, INC. [Member] | Suneel Sawant [Member] | Exercise Price $1.00 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options, exercise price | $ 1 | ||||||
Stock options, expiration date | Dec. 31, 2021 | ||||||
ADOMANI, INC. [Member] | Consultants [Member] | Exercise Price $0.50 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 1,000,000 | ||||||
Exercise price of options forfeited | $ 0.50 | ||||||
ADOMANI, INC. [Member] | Consultants [Member] | Exercise Price $0.10 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 704,436 | ||||||
Exercise price of options forfeited | $ 0.10 | ||||||
ADOMANI, INC. [Member] | Employees [Member] | Exercise Price $1.31 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 86,177 | ||||||
Exercise price of options forfeited | $ 1.31 | ||||||
ADOMANI, INC. [Member] | Employees [Member] | Exercise Price $0.45 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 161,433 | ||||||
Exercise price of options forfeited | $ 0.45 | ||||||
ADOMANI, INC. [Member] | Employees [Member] | Exercise Price $0.12 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 417,143 | ||||||
Exercise price of options forfeited | $ 0.12 | ||||||
ADOMANI, INC. [Member] | Equity Incentive Plan 2017 [Member] | Certain Employees and Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 2,235,000 | ||||||
Stock options, exercise price | $ 0.12 | ||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 204,933 | ||||||
ADOMANI, INC. [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 162,398 | ||||||
Stock-based compensation expense expects to recognized related to nonvested award | $ 252,288 | ||||||
Stock-based compensation expense expected to recognized over a weighted average period | 1 year 10 months 17 days | ||||||
ADOMANI, INC. [Member] | Employee Stock Option [Member] | Equity Incentive Plan 2020 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 76,299 | ||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 1 year | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 172.40% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 1.56% | ||||||
ADOMANI, INC. [Member] | Employee Stock Option [Member] | Equity Incentive Plan 2021 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 86,099 | ||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 2 years | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 155.00% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 1.58% | ||||||
ADOMANI, INC. [Member] | Employee Stock Option [Member] | Equity Incentive Plan 2017 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, fair vaue asumptions, expected term | 5 years 9 months | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 147.50% | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 0.50% | ||||||
ADOMANI, INC. [Member] | Employee Stock Option [Member] | Equity Incentive Plan 2017 [Member] | Certain Employees and Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||
Share-based compensation arrangement by share-based payment award award vesting period | 3 years | ||||||
ADOMANI, INC. [Member] | James L. Reynolds [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash payment | $ 64,250 | ||||||
ADOMANI, INC. [Member] | Mr Monfort [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options outstanding | 14,297,902 | ||||||
Number of shares forfeited | 14,297,902 | ||||||
Options cancellation date | Feb. 4, 2020 | ||||||
ADOMANI, INC. [Member] | Former Officers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 3,500,000 | ||||||
Exercise price of options forfeited | $ 0.10 | ||||||
General and Administrative Expense [Member] | ADOMANI, INC. [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense | $ 347,563 | $ 768,550 | |||||
Modification of Options to Purchase One [Member] | ADOMANI, INC. [Member] | James L. Reynolds [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option to purchase common shares | 1,000,000 | ||||||
Common stock, exercise price | $ 0.12 | ||||||
Modification of Options to Purchase Two [Member] | ADOMANI, INC. [Member] | James L. Reynolds [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option to purchase common shares | 246,350 | ||||||
Common stock, exercise price | $ 0.45 | ||||||
Post Termination Exercise Periods Option One [Member] | ADOMANI, INC. [Member] | James L. Reynolds [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option to purchase common shares | 5,000,000 | ||||||
Common stock, exercise price | $ 0.10 | ||||||
Post Termination Exercise Periods Option Two [Member] | ADOMANI, INC. [Member] | James L. Reynolds [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option to purchase common shares | 500,000 | ||||||
Common stock, exercise price | $ 0.45 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 15, 2022USD ($)$ / sharesshares | Feb. 28, 2022Anniversary$ / sharesshares | Feb. 22, 2022USD ($)ft² | Jan. 07, 2022Anniversary$ / sharesshares | Dec. 07, 2021shares | Mar. 16, 2021shares | Mar. 15, 2021 | Feb. 28, 2021$ / sharesshares | Feb. 11, 2021$ / sharesshares | Feb. 06, 2021$ / sharesshares | Jan. 29, 2021$ / sharesshares | Jan. 15, 2021USD ($) | Jan. 07, 2021$ / sharesshares | Jan. 05, 2021shares | Oct. 20, 2020USD ($) | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Cost of Investment Term | 5 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,402,555 | |||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0.42 | |||||||||||||||||
Envirotech Drive Systems Inc [Member] | ||||||||||||||||||
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 | |||||||||||||||||
Percentage of share issued and outstanding common stock | 56.00% | |||||||||||||||||
ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 20,167,091 | 135,000 | ||||||||||||||||
Number of Shares, Granted | 4,235,000 | 1,095,000 | ||||||||||||||||
Exercise price of shares granted | $ / shares | $ 0.42 | $ 0.45 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 71,084 | |||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0.10 | |||||||||||||||||
Philip Oldridge [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of Shares, Granted | 5,000,000 | |||||||||||||||||
Exercise price of shares granted | $ / shares | $ 0.45 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award award vesting period | 3 years | |||||||||||||||||
James L. Reynolds [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Cash payment | $ | $ 64,250 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Area of Land | ft² | 580,000 | |||||||||||||||||
Investment Owned, at Cost | $ | $ 80,000,000 | |||||||||||||||||
Tax Incentives | $ | $ 27,000,000 | |||||||||||||||||
Subsequent Event [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Common stock issued for services (in shares) | 4,978 | |||||||||||||||||
Subsequent Event [Member] | ADOMANI, INC. [Member] | Envirotech Drive Systems Inc [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Common stock issued for services (in shares) | 142,558,000 | |||||||||||||||||
Common stock voting rights description | converted into the right to receive one share of the common stock of the Company | |||||||||||||||||
Percentage of share issued and outstanding common stock | 56.00% | |||||||||||||||||
Subsequent Event [Member] | Philip Oldridge [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Option to purchase common shares | 3,000,000 | |||||||||||||||||
Common stock, exercise price | $ / shares | $ 0.10 | |||||||||||||||||
Number of Shares, Granted | 1,000,000 | |||||||||||||||||
Exercise price of shares granted | $ / shares | $ 0.12 | |||||||||||||||||
Anniversary Of Grant | Anniversary | 10 | |||||||||||||||||
Subsequent Event [Member] | James L. Reynolds [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Cash payment | $ | $ 64,250 | |||||||||||||||||
Subsequent Event [Member] | Susan M. Emry [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Option to purchase common shares | 2,000,000 | |||||||||||||||||
Common stock, exercise price | $ / shares | $ 0.10 | |||||||||||||||||
Number of Shares, Granted | 817,855 | |||||||||||||||||
Exercise price of shares granted | $ / shares | $ 0.12 | |||||||||||||||||
Subsequent Event [Member] | Christian S. Rodich [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Option to purchase common shares | 55,249 | |||||||||||||||||
Common stock, exercise price | $ / shares | $ 0.181 | |||||||||||||||||
Number of Shares, Granted | 22,222 | |||||||||||||||||
Exercise price of shares granted | $ / shares | $ 0.45 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award award vesting period | 5 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 1/60th per month over five years | |||||||||||||||||
Anniversary Of Grant | Anniversary | 10 | |||||||||||||||||
Subsequent Event [Member] | Former President And Ceo [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,000,000 | |||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0.12 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 120,000 | |||||||||||||||||
Subsequent Event [Member] | Exercise Price $0.45 [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 500,000 | |||||||||||||||||
Exercise price of options forfeited | $ / shares | $ 0.45 | |||||||||||||||||
Subsequent Event [Member] | Exercise Price $0.45 [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 26,734 | 18,714 | 43,119 | |||||||||||||||
Exercise price of options forfeited | $ / shares | $ 0.45 | $ 0.45 | $ 0.45 | |||||||||||||||
Subsequent Event [Member] | Exercise Price $1.31 [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 135,000 | |||||||||||||||||
Exercise price of options forfeited | $ / shares | $ 1.31 | |||||||||||||||||
Subsequent Event [Member] | Exercise Price $1.31 [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 43,659 | 30,561 | 29,603 | |||||||||||||||
Exercise price of options forfeited | $ / shares | $ 1.31 | $ 1.31 | $ 1.31 | |||||||||||||||
Subsequent Event [Member] | Exercise Price One Point Zero Zero [Member] | ADOMANI, INC. [Member] | ||||||||||||||||||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||||||||||||||||||
Number of shares forfeited | 1,000,000 | |||||||||||||||||
Exercise price of options forfeited | $ / shares | $ 1 |