Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40454 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1004273 | |
Entity Address, Postal Zip Code | 92111 | |
City Area Code | 408 | |
Local Phone Number | 663-5247 | |
Entity Address, Address Line One | 4863 Shawline Street, | |
Entity Address, City or Town | San Diego, | |
Entity Address, State or Province | CA | |
Entity Registrant Name | KULR TECHNOLOGY GROUP, INC. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 104,700,707 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | KULR | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001662684 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 10,990,056 | $ 8,880,140 |
Accounts receivable | 550,379 | 55,492 |
Inventory | 190,766 | 55,452 |
Prepaid expenses and other current assets | 450,756 | 150,468 |
Total Current Assets | 12,181,957 | 9,141,552 |
Property and equipment, net | 385,750 | 57,857 |
Equipment deposits | 1,029,805 | 0 |
Security deposits | 58,941 | 8,728 |
Right of use asset | 730,115 | 0 |
Total Assets | 14,386,568 | 9,208,137 |
Current Liabilities: | ||
Accounts payable | 67,359 | 66,537 |
Accounts payable - related party | 0 | 2,628 |
Accrued expenses and other current liabilities | 689,346 | 395,012 |
Notes payable, net of debt discount of $0 and $128,198 at September 30, 2021 and December 31, 2020, respectively | 0 | 2,321,802 |
Accrued issuable equity | 194,134 | 128,380 |
Loan payable, current portion | 155,226 | 12,936 |
Lease liability, current portion | 257,198 | 0 |
Deferred revenue | 158,816 | 20,000 |
Total Current Liabilities | 1,522,079 | 2,947,295 |
Lease liability, non-current portion | 475,540 | 0 |
Loan payable, non-current portion | 0 | 142,290 |
Total Liabilities | 1,997,619 | 3,089,585 |
Commitments and contingencies (Note 11) | ||
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 100,992,963 and 89,908,600 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 10,200 | 8,991 |
Additional paid-in capital | 31,462,955 | 17,355,968 |
Accumulated deficit | (19,084,206) | (11,246,408) |
Total Stockholders' Equity | 12,388,949 | 6,118,552 |
Total Liabilities and Stockholders' Equity | 14,386,568 | 9,208,137 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | ||
Series B Convertible Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 1 |
Series C Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt discount, Current | $ 0 | $ 128,198 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 101,992,963 | 89,908,600 |
Common Stock, Shares Outstanding | 101,992,963 | 89,908,600 |
Series A Preferred Stock | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Convertible Preferred Stock | ||
Preferred Stock, Shares Authorized | 31,000 | 31,000 |
Preferred Stock, Shares Issued | 0 | 13,972 |
Preferred Stock, Shares Outstanding | 0 | 13,972 |
Preferred Stock Shares Liquidated Preference | $ 0 | $ 13,972 |
Series C Preferred Stock | ||
Preferred Stock, Shares Authorized | 400 | 400 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 650 | 650 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 600,921 | $ 136,849 | $ 1,647,070 | $ 415,477 |
Cost of revenue | 155,138 | 63,403 | 869,612 | 138,180 |
Gross Profit | 445,783 | 73,446 | 777,458 | 277,297 |
Operating Expenses: | ||||
Research and development | 481,855 | 51,820 | 957,579 | 221,524 |
Selling, general, and administrative | 3,104,410 | 832,146 | 7,320,524 | 1,719,100 |
Total Operating Expenses | 3,586,265 | 883,966 | 8,278,103 | 1,940,624 |
Loss From Operations | (3,140,482) | (810,520) | (7,500,645) | (1,663,327) |
Other (Expense) Income | ||||
Interest expense, net | (758) | (1,284) | (2,389) | (5,004) |
Debt redemption costs | 0 | 0 | (140,000) | |
Amortization of debt discount | 0 | (210,402) | (128,198) | (307,313) |
Change in fair value of accrued issuable equity | 45,600 | 9,947 | (66,274) | (15,853) |
Loss on foreign currency transactions | (292) | 0 | (292) | |
Total Other Expenses, net | 44,550 | (201,739) | (337,153) | (328,170) |
Net Loss | (3,095,932) | (1,012,259) | (7,837,798) | (1,991,497) |
Deemed dividend to Series D preferred stockholders | 0 | 0 | (2,624,326) | |
Net Loss Attributable to Common Stockholders | $ (3,095,932) | $ (1,012,259) | $ (10,462,124) | $ (1,991,497) |
Net Loss Per Share - Basic and Diluted (In dollars per share) | $ (0.03) | $ (0.01) | $ (0.11) | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 99,018,630 | 82,466,734 | 93,816,203 | 82,042,241 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Series B Convertible Preferred StockConvertible Preferred Stock | Series B Convertible Preferred StockCommon stock | Series B Convertible Preferred StockAdditional Paid-in Capital | Series C Convertible Preferred StockConvertible Preferred Stock | Series C Convertible Preferred StockCommon stock | Series C Convertible Preferred StockAdditional Paid-in Capital | Series D Convertible Preferred StockConvertible Preferred Stock | Common stockCommon stock | Common stockStock options. | Common stockMarket-Based Awards | Common stock | Shares to be Issued | Additional Paid-in CapitalCommon stock | Additional Paid-in CapitalStock options. | Additional Paid-in CapitalMarket-Based Awards | Additional Paid-in Capital | Accumulated Deficit [Member]Common stock | Accumulated Deficit [Member]Stock options. | Accumulated Deficit [Member]Market-Based Awards | Accumulated Deficit [Member] | Common stock | Stock options. | Market-Based Awards | Total | |
Balance at Dec. 31, 2019 | $ 1 | $ 8,107 | $ 7,591,239 | $ (8,396,312) | $ (796,965) | ||||||||||||||||||||
Balance (shares) at Dec. 31, 2019 | 14,487 | 24.01 | 81,071,831 | ||||||||||||||||||||||
Common stock issued for the commitment fee pursuant to the SEDA agreement | $ 10 | 63,249 | 63,259 | ||||||||||||||||||||||
Common stock issued for the commitment fee pursuant to the SEDA agreement (in shares) | 95,847 | ||||||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | 10,528 | 10,528 | |||||||||||||||||||||||
Net loss | (550,253) | (550,253) | |||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 1 | $ 8,117 | 7,665,016 | (8,946,565) | (1,273,431) | ||||||||||||||||||||
Balance (shares) at Mar. 31, 2020 | 14,487 | 24.01 | 81,167,678 | ||||||||||||||||||||||
Balance at Dec. 31, 2019 | $ 1 | $ 8,107 | 7,591,239 | (8,396,312) | (796,965) | ||||||||||||||||||||
Balance (shares) at Dec. 31, 2019 | 14,487 | 24.01 | 81,071,831 | ||||||||||||||||||||||
Net loss | (1,991,497) | ||||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 8,304 | $ 40,000 | 9,813,892 | (10,387,809) | (525,612) | |||||||||||||||||||
Balance (shares) at Sep. 30, 2020 | 13,972 | 18.90 | 83,036,226 | ||||||||||||||||||||||
Balance at Mar. 31, 2020 | $ 1 | $ 8,117 | 7,665,016 | (8,946,565) | (1,273,431) | ||||||||||||||||||||
Balance (shares) at Mar. 31, 2020 | 14,487 | 24.01 | 81,167,678 | ||||||||||||||||||||||
Common stock issued for the commitment fee pursuant to the SEDA agreement | $ 56 | 679,381 | 679,437 | ||||||||||||||||||||||
Common stock issued for the commitment fee pursuant to the SEDA agreement (in shares) | 561,564 | ||||||||||||||||||||||||
Stock-based compensation | $ 3 | 29,997 | 30,000 | ||||||||||||||||||||||
Stock-based compensation (in shares) | 30,000 | ||||||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | 9,588 | 9,588 | |||||||||||||||||||||||
Net loss | (428,985) | (428,985) | |||||||||||||||||||||||
Balance at Jun. 30, 2020 | $ 1 | $ 8,176 | 8,383,982 | (9,375,550) | (983,391) | ||||||||||||||||||||
Balance (shares) at Jun. 30, 2020 | 14,487 | 24.01 | 81,759,242 | ||||||||||||||||||||||
Common stock to be issued pursuant to the SEDA agreement | 40,000 | 40,000 | |||||||||||||||||||||||
Stock-based compensation | $ 3 | 24,997 | 25,000 | ||||||||||||||||||||||
Stock-based compensation (in shares) | 35,000 | ||||||||||||||||||||||||
Common stock issued upon conversion of Convertible Preferred Stock | $ 3 | $ (3) | $ 6 | $ (6) | |||||||||||||||||||||
Common stock issued upon conversion of Convertible Preferred Stock (in shares) | (515) | 25,758 | (5.11) | 56,777 | |||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | 10,038 | 10,038 | |||||||||||||||||||||||
Common stock issued pursuant to the SEDA agreement for cash, net of issuance costs | $ 116 | 1,394,884 | 1,395,000 | ||||||||||||||||||||||
Common stock issued pursuant to the SEDA agreement for cash, net of issuance costs (in shares) | 1,159,449 | ||||||||||||||||||||||||
Net loss | (1,012,259) | (1,012,259) | |||||||||||||||||||||||
Balance at Sep. 30, 2020 | $ 1 | $ 8,304 | $ 40,000 | 9,813,892 | (10,387,809) | (525,612) | |||||||||||||||||||
Balance (shares) at Sep. 30, 2020 | 13,972 | 18.90 | 83,036,226 | ||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 8,991 | 17,355,968 | (11,246,408) | 6,118,552 | ||||||||||||||||||||
Balance (shares) at Dec. 31, 2020 | 13,972 | 89,908,600 | |||||||||||||||||||||||
Common stock issued upon conversion of Convertible Preferred Stock | $ (1) | $ 70 | (69) | 0 | 0 | ||||||||||||||||||||
Common stock issued upon conversion of Convertible Preferred Stock (in shares) | (13,972) | 698,600 | |||||||||||||||||||||||
Common stock issued for services | $ 2 | 49,798 | 0 | 49,800 | |||||||||||||||||||||
Common stock issued for services (in shares) | 20,000 | ||||||||||||||||||||||||
Restricted common stock issued | $ 200 | (200) | 0 | 0 | |||||||||||||||||||||
Restricted common stock issued (in shares) | 2,000,000 | ||||||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | $ 0 | $ 0 | $ 0 | $ 126,625 | $ 9,112 | $ 130,245 | $ 0 | $ 0 | $ 0 | $ 126,625 | $ 9,112 | $ 130,245 | |||||||||||||
Net loss | $ 0 | 0 | (1,714,723) | (1,714,723) | |||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 9,263 | 17,671,479 | (12,961,131) | 4,719,611 | |||||||||||||||||||||
Balance (shares) at Mar. 31, 2021 | 92,627,200 | ||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 1 | $ 8,991 | 17,355,968 | (11,246,408) | $ 6,118,552 | ||||||||||||||||||||
Balance (shares) at Dec. 31, 2020 | 13,972 | 89,908,600 | |||||||||||||||||||||||
Common stock issued for services (in shares) | 160,000 | ||||||||||||||||||||||||
Net loss | $ (7,837,798) | ||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 10,200 | 31,462,955 | (19,084,206) | 12,388,949 | |||||||||||||||||||||
Balance (shares) at Sep. 30, 2021 | 101,992,963 | ||||||||||||||||||||||||
Balance at Mar. 31, 2021 | $ 9,263 | 17,671,479 | (12,961,131) | 4,719,611 | |||||||||||||||||||||
Balance (shares) at Mar. 31, 2021 | 92,627,200 | ||||||||||||||||||||||||
Issuance of Series D Convertible Preferred Stock, Common Stock and warrants for cash | [1] | $ 130 | 6,134,870 | 0 | 6,135,000 | ||||||||||||||||||||
Issuance of Series D Convertible Preferred Stock, Common Stock and warrants for cash (in shares) | [1] | 650 | 1,300,000 | ||||||||||||||||||||||
Common stock issued upon conversion of Series D Convertible Preferred Stock | $ 317 | (317) | 0 | 0 | |||||||||||||||||||||
Common stock issued upon conversion of Series D Convertible Preferred Stock (in shares) | (650) | 3,170,730 | |||||||||||||||||||||||
Common stock issued upon the exercise of warrants | $ 300 | 3,712,200 | 0 | 3,712,500 | |||||||||||||||||||||
Common stock issued upon the exercise of warrants (in shares) | 3,000,000 | ||||||||||||||||||||||||
Common stock issued for services | $ 6 | 109,994 | 0 | 110,000 | |||||||||||||||||||||
Common stock issued for services (in shares) | 55,000 | ||||||||||||||||||||||||
Restricted common stock issued | $ 42 | (42) | 0 | 0 | |||||||||||||||||||||
Restricted common stock issued (in shares) | 415,000 | ||||||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | 0 | 0 | 0 | 433,689 | 15,779 | 489,774 | 0 | 0 | 0 | 433,689 | 15,779 | 489,774 | |||||||||||||
Net loss | $ 0 | 0 | (3,027,143) | (3,027,143) | |||||||||||||||||||||
Balance at Jun. 30, 2021 | $ 10,058 | 28,567,426 | (15,988,274) | 12,589,210 | |||||||||||||||||||||
Balance (shares) at Jun. 30, 2021 | 100,567,930 | ||||||||||||||||||||||||
Common stock issued upon the exercise of warrants | $ 119 | 1,494,097 | 0 | 1,494,216 | |||||||||||||||||||||
Common stock issued upon the exercise of warrants (in shares) | 1,185,033 | ||||||||||||||||||||||||
Common stock issued for services | $ 9 | 186,391 | 0 | $ 186,399 | |||||||||||||||||||||
Common stock issued for services (in shares) | 85,000 | 85,000 | |||||||||||||||||||||||
Restricted common stock issued | $ 15 | (15) | 0 | $ 0 | |||||||||||||||||||||
Restricted common stock issued (in shares) | 155,000 | ||||||||||||||||||||||||
Additional Paid in Capital, Amortization of Equity Options And Awards | $ 0 | $ 0 | $ 0 | $ 440,333 | $ 20,516 | $ 754,207 | $ 0 | $ 0 | $ 0 | $ 440,333 | $ 20,516 | $ 754,207 | |||||||||||||
Net loss | $ 0 | 0 | (3,095,932) | (3,095,932) | |||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 10,200 | $ 31,462,955 | $ (19,084,206) | $ 12,388,949 | |||||||||||||||||||||
Balance (shares) at Sep. 30, 2021 | 101,992,963 | ||||||||||||||||||||||||
[1] | Represents gross proceeds of $6,500,000, net of cash issuance costs of $365,000. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (Parenthetical) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) | |
Proceeds from Issuance of Common Stock | $ 757,695 |
Amortized deferred offering costs | $ 78,258 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Cash Flows From Operating Activities: | |||
Net loss | $ (7,837,798) | $ (1,991,497) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of debt discount | 128,198 | 307,313 | |
Depreciation and amortization expense | 29,166 | 10,573 | |
Bad debt expense | 0 | 933 | |
Change in fair value of accrued issuable equity | 66,274 | 15,853 | |
Stock-based compensation | 2,765,959 | 252,831 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (494,887) | (40,915) | |
Inventory | (135,314) | (21,070) | |
Prepaid expenses and other current assets | (300,288) | (97,267) | |
Security deposits | (50,213) | 0 | |
Right of use asset | 84,702 | 0 | |
Accounts payable | (1,806) | (254,260) | |
Accrued expenses and other current liabilities | 294,334 | (280,129) | |
Lease liability | (82,079) | 0 | |
Deferred revenue | 138,816 | 21,600 | |
Total Adjustments | 2,442,862 | (84,538) | |
Net Cash Used In Operating Activities | (5,394,936) | (2,076,035) | |
Cash Flows From Investing Activities: | |||
Deposits for equipment purchases | (1,029,805) | 0 | |
Purchase of property and equipment | (357,059) | (46,087) | |
Net Cash Used In Investing Activities | (1,386,864) | (46,087) | |
Cash Flows from Financing Activities: | |||
Proceeds from sale of Series D convertible preferred stock, common stock and warrants | 6,500,000 | 0 | |
Proceeds from sale of common stock | [1] | 0 | 1,461,695 |
Repayments of notes payable | (2,450,000) | (159,000) | |
Proceeds from the exercise of warrants | 5,206,716 | 0 | |
Proceeds from Paycheck Protection Program loan | 0 | 155,226 | |
Proceeds from note payable | 0 | 3,710,000 | |
Payment of debt issuance costs | 0 | (330,000) | |
Payment of financing costs | (365,000) | (15,000) | |
Net Cash Provided By Financing Activities | 8,891,716 | 4,822,921 | |
Net Increase In Cash | 2,109,916 | 2,700,799 | |
Cash - Beginning of Period | 8,880,140 | 108,857 | |
Cash - End of Period | 10,990,056 | 2,809,656 | |
Cash paid during the period for: | |||
Interest | 735 | 3,890 | |
Income taxes | 0 | ||
Non-cash investing and financing activities: | |||
Right of use asset for lease liability | 814,817 | 0 | |
Beneficial conversion feature on Series D convertible preferred stock | 2,624,326 | ||
Common stock issued as a commitment fee for the SEDA agreement | 63,259 | ||
Deferred offering costs reclassified to equity | 13,042 | ||
Original issuance discount on note payable | 290,000 | ||
Common stock issued in satisfaction of accrued issuable equity | 209,200 | 0 | |
Common stock issued for repayment of note payable | 691,000 | ||
Subscriptions receivable for accrued issuable equity | 40,000 | ||
Series B Convertible Preferred Stock | |||
Non-cash investing and financing activities: | |||
Common stock issued upon conversion | 70 | 3 | |
Series C Convertible Preferred Stock | |||
Non-cash investing and financing activities: | |||
Common stock issued upon conversion | 0 | 6 | |
Series D Convertible Preferred Stock | |||
Non-cash investing and financing activities: | |||
Beneficial conversion feature on Series D convertible preferred stock | 2,624,326 | 0 | |
Common stock issued upon conversion | $ 317 | $ 0 | |
[1] | For the nine months ended September 30, 2020, the amount represents gross proceeds of $2,152,695 less $691,000 withheld by the investor to pay down a portion of the note payable held by the same investor. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Proceeds from sale of common stock | $ 2,152,695 |
Proceeds from issuance withheld by investors | $ 691,000 |
ORGANIZATION, NATURE OF OPERATI
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION Organization and Operations KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), develops and commercializes high-performance thermal management technologies for electronics, batteries, and other components across a range of applications. Currently, the Company is focused on targeting high performance aerospace and Department of Defense ("DOD") applications, such as satellite communications, directed energy systems and hypersonic vehicles, and applying them to mass market commercial applications, such as lithium-ion battery energy storage, electrical vehicles, 5G communication, cloud computer infrastructure, and consumer and industrial devices. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2020 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 19, 2021. Risks and Uncertainties In March 2020, the World Health Organization declared COVID-19, a novel strain coronavirus, a pandemic. During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19. While the Company continues to see signs of economic recovery as certain governments begin to gradually ease restrictions, provide economic stimulus and accelerate vaccine distribution, the rate of recovery on a global basis has been affected by resurgence of the virus or its variants in certain jurisdictions. The Company continues to monitor the impact of COVID-19 on its business and operational assumptions and estimates and has determined there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2021. The full extent of the future impact of COVID-19 on the Company’s operations and financial condition is uncertain. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects during 2021 and beyond, including the demand for its products, interruptions to supply chains, ability to maintain regular research and development and manufacturing schedules as well as the capability to meet customer demands in a timely manner. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the date of the Annual Report on Form 10-K for the year ended December 31, 2020, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. Liquidity During the nine months ended September 30, 2021, the Company raised gross proceeds of $6,500,000 in connection with the sale of preferred stock, common stock and warrants, and raised proceeds of $5,206,716 in connection with the exercise of warrants to purchase common stock. During the nine months ended September 30, 2021, the Company repaid outstanding notes payable in the amount of $2,450,000. Subsequent to September 30, 2021, the Company received an aggregate of $6,500,000 in connection with the exercise of warrants. See Note 12 – Subsequent Events for additional details. As of September 30, 2021, the Company had cash of $10,990,056 and working capital of $10,659,878. While the Company anticipates it will continue to incur operating losses and use cash in operating activities for the foreseeable future, the Company believes that its current working capital is sufficient in comparison to its anticipated cash usage for a period of at least twelve months subsequent to the filing date of these financial statements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, accounts receivable, revenue and accounts payable. Cash Concentrations A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There was an uninsured balance of $10,489,922 and $8,513,010 as of September 30, 2021 and December 31, 2020, respectively. Customer and Revenue Concentrations The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue, or whose accounts receivable balances individually represented 10% or more of the Company's total accounts receivable, as follows: Revenues Accounts Receivable For the Three Months Ended For the Nine Months Ended September 30, September 30, As of As of 2021 2020 2021 2020 September 30, 2021 December 31, 2020 Customer A 88 % * 41 % * 96 % * Customer B * 26 % * * * 70 % Customer C * * * 12 % * * Customer D * * 40 % * * * Customer E * 35 % * 44 % * * Customer F * 12 % * * * * Customer G * * * * * 19 % Customer H * * * * * 10 % Total 88 % 73 % 81 % 56 % 96 % 99 % * Less than 10% There is no assurance the Company will continue to receive significant revenues from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers. Vendor Concentrations Vendor concentrations are as follows for the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Vendor A * 29 % * 17 % Vendor B * 13 % * * Vendor C * * * 11 % Vendor D * * * 13 % Vendor E * 11 % * * Vendor F * * 11 % * Vendor G 26 % * 11 % * Vendor H 10 % * * * Vendor I 12 % * * * 48 % 53 % 22 % 41 % * Less than 10% Inventory Inventory is comprised of carbon fiber velvet ("CFV") thermal interface solutions and internal short circuit batteries, which are available for sale. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The cost of inventory that is sold to third parties is included within cost of sales and the cost of inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of September 30, 2021 and December 31, 2020, the Company's inventory was comprised solely of finished goods. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve the core principle of ASC 606: ● Step 1: Identify the contract with the customer; ● Step 2: Identify the performance obligations in the contract; ● Step 3: Determine the transaction price; ● Step 4: Allocate the transaction price to the performance obligations in the contract; and ● Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from the following different types of contracts: ● Product sales – Revenue is recognized at the point in time that the product is transferred to the customer, which is generally at the time products leave the Company’s distribution center. ● Contract services – Revenue is recognized at the point in time that the Company satisfies its performance obligation under the contract, which is generally at the time the services are fulfilled and/or accepted by the customer. The following table summarizes the Company's revenue recognized during the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Product sales $ 600,921 $ 136,849 $ 1,356,530 $ 235,979 Contract services — — 290,540 179,498 Total revenue $ 600,921 $ 136,849 $ 1,647,070 $ 415,477 As of September 30, 2021 and December 31, 2020, the Company had $158,816 and $20,000 of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract, or the customers have not officially accepted the goods or services provided under the contract. During the three and nine months ended September 30, 2021 and 2020, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. As of September 30, 2021 and December 31, 2020, the Company had $62,908 and $31,212, respectively, of deferred labor costs, which is included in prepaid expenses and other current assets in the Company's condensed consolidated balance sheets. Deferred labor costs represent costs to fulfill the Company's contract service revenue. The Company will recognize the deferred labor costs as cost of revenues at the point in time that the Company satisfies its performance obligation under the respective contract, which is generally at the time the services are fulfilled and/or accepted by the customer. Shipping and Handling Costs Amounts billed to a customer in a sales transaction related to shipping and handling are recorded as revenue. Costs incurred for shipping and handling are included as cost of revenues on the accompanying condensed consolidated statements of operations. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, less unvested issued restricted stock. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period, if not antidilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2021 2020 Series B Convertible Preferred Stock — 698,600 Series C Convertible Preferred Stock — 189,000 Unvested restricted stock 2,615,000 — Market-based equity awards 3,000,000 — Options 590,000 395,000 Warrants 5,202,878 210,025 Total 11,407,878 1,492,625 Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the "FASB") issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021 and its adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Earnings per Share On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company does not expect this new standard to have a material impact on its financial statements. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 PREPAID EXPENSES AND OTHER CURRENT ASSETS As of September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: September 30, December 31, 2021 2020 Deferred labor costs $ 62,908 $ 31,212 Filing 2,729 9,944 Insurance 66,572 16,035 Marketing 115,794 58,103 Other 11,662 25,820 Professional fees 63,582 9,354 Subscriptions 30,009 — Vendor deposits 97,500 — Total prepaid expenses $ 450,756 $ 150,468 |
EQUIPMENT DEPOSITS
EQUIPMENT DEPOSITS | 9 Months Ended |
Sep. 30, 2020 | |
EQUIPMENT DEPOSITS | |
EQUIPMENT DEPOSITS | NOTE 4 EQUIPMENT DEPOSITS The Company entered into agreements with third party contractors for the design and build of a battery packaging and inspection automation system and a cell testing system. On July 22, 2021 and September 27, 2021, the Company paid deposits of $330,000 and $699,805 in connection with these agreements. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2021 2020 Board compensation $ 60,808 $ — Payroll and vacation 219,547 278,854 Legal and professional fees 232,200 81,902 Research and development 97,222 — Other 79,569 34,256 Total accrued expenses and other current liabilities $ 689,346 $ 395,012 |
ACCRUED ISSUABLE EQUITY
ACCRUED ISSUABLE EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED ISSUABLE EQUITY. | |
ACCRUED ISSUABLE EQUITY | NOTE 6 ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the nine months ended September 30, 2021 is presented below. Balance, January 1, 2021 $ 128,380 Additions 208,680 Reclassifications to equity upon issuance (209,200) Mark-to market 66,274 Balance, September 30, 2021 $ 194,134 During the nine months ended September 30, 2021, the Company entered into certain contractual arrangements for services in exchange for a fixed number of shares of common stock of the Company, having an aggregate grant date value of $208,680, and settled certain of its accrued issuable equity obligations through the issuance of an aggregate of 100,000 shares with an aggregate fair value of $209,200. During the three and nine months ended September 30, 2021, the Company recorded income of $45,600 and a charge of $66,274, respectively, related to the change in fair value of accrued issuable equity. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
LEASES | NOTE 7 LEASES On April 5, 2021, the Company entered into a new lease agreement for office space in San Diego, California, effective June 1, 2021. The initial lease term is three years and there is an option The Company determined that the value of the lease liability and the related right-of-use asset at inception was $814,817, using an estimated incremental borrowing rate of 5%. The Company also rents office space in San Diego, California on a month-to-month basis, at monthly rent of $5,127, which is comprised of $4,572 of base rent plus $555 of association fees. During the three and nine months ended September 30, 2021, aggregate operating lease expense was $89,305 and $144,765, respectively. For the three and nine months ended September 30, 2020, operating lease expense was $15,616 and $42,832, respectively. As of September 30, 2021, the Company did not have any financing leases. Maturities of lease liabilities as of September 30, 2021 were as follows: Maturity Date Remaining three months ending December 31, 2021 $ 71,361 2022 289,981 2023 297,917 2024 125,530 Total lease payments 784,789 Less: Imputed interest (52,051) Present value of lease liabilities 732,738 Less: current portion (257,198) Lease liabilities, non-current portion $ 475,540 Supplemental cash flow information related to the lease was as follows: For the Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating lease $ 82,079 $ — Right-of-use asset obtained in exchange for lease obligations Operating lease $ 814,817 $ — |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 8 NOTES PAYABLE A summary of notes payable activity during the nine months ended September 30, 2021 is presented below: Notes Debt Payable Discount Total Balance, January 1, 2021 $ 2,450,000 $ (128,198) $ 2,321,802 Repayments in cash (2,450,000) — (2,450,000) Amortization of debt discount — 128,198 128,198 Outstanding, September 30, 2021 $ — $ — $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 9 RELATED PARTY TRANSACTIONS During the three and nine months ended September 30, 2021, the Company had no material related party transactions. Accounts Payable – Related Party Accounts payable – related party consisted of a liability of $0 and $2,628, as of September 30, 2021 and December 31, 2020, respectively, to Energy Science Laboratories, Inc. (“ESLI”), a company controlled by the Company’s Chief Technology Officer (“CTO”), in connection with consulting services provided to the Company associated with the development of the Company’s CFV thermal management solutions in prior periods. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS’ EQUITY Series D Preferred Stock On May 19, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an investor, pursuant to which the Company agreed to issue to the investor an aggregate of 650 shares of Series D convertible preferred stock (the “Series D Preferred”) pursuant to a new designation of preferred stock, and one-year warrants to purchase 2,600,000 shares of common stock (the “Warrants”) at a price of $2.50 per share, for aggregate gross proceeds of $6,500,000 (the “Offering”). The Company also agreed to pay the investor a commitment fee of 1,300,000 shares of common stock at the closing of the Offering. The closing of the Offering occurred on May 20, 2021. In connection with the closing of the financing, the Company repaid in full its aggregate remaining notes payable obligation of $1,400,000. The Series D Preferred have a fixed conversion price of $2.05, are convertible into an aggregate of 3,170,732 shares of common stock and have the right to vote on an as-converted basis. Holders of the Series D Preferred shall be entitled to receive cumulative dividends annually at an annual rate equal to ten percent (10%). Dividends shall be payable in cash or, at the option of the holder of the Series D Preferred, converted into shares of common stock as provided in the certificate of designation for the Series D Preferred. Provided that the shares of common stock issuable upon conversion of the Series D Preferred is registered pursuant to an effective registration statement, the Company shall have the option, but not the obligation, to redeem, in cash, all or part of the Series D Preferred. The Company determined that the Series D Preferred was permanent equity given that there was no redemption provision at the holder’s option and it was determined that the conversion option was clearly and closely related to the equity host, so it didn’t need to be bifurcated. The Company further determined that the $10,000 cash structuring fee paid to the investor, would be accounted for as a reduction of the $6,500,000 of gross proceeds. The remaining proceeds of $6,490,000 were allocated on a relative fair value basis to the Series D Preferred ($3,875,675), the commitment shares ($1,339,582) and the Warrant ($1,274,743). The Company used the Black-Scholes option pricing model to determine the fair value of the Warrant using the following assumptions: exercise price of $2.50 per share, market price of $2.05 per share, expected term of 1.0 year, volatility of 142% and a risk-free interest rate of 0.05%. Finally, the Company determined that the Series D Preferred had a beneficial conversion feature equal to $2,624,326 which is a deemed dividend and represents an adjustment to the numerator in the loss per share calculation. The cash issuance costs of $365,000 (inclusive of the $10,000 cash structuring fee) were charged to additional paid-in-capital. On June 17, 2021, all of the outstanding shares of Series D Preferred were converted into common stock. See “Common Stock”, below. Common Stock On May 20, 2021, the Company issued 1,300,000 shares of common stock with an issuance date value of $2,665,000 as a commitment fee to the investor, for the purchase of Series D Preferred. The value of the shares of common stock issued was accounted for as a reduction of the proceeds from the sale of the Series D Preferred. On June 17, 2021, the Company issued 3,170,730 shares of common stock upon the conversion of 650 shares of Series D Preferred, after which no Series D Preferred shares remained outstanding. Stock-Based Compensation During the three month and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $1,292,096 and $2,765,959, respectively of which $0 and $15,190, respectively, is included in research and development expenses, and $1,292,096 and $2,750,770, respectively, is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2020, the Company recognized stock-based compensation expense of $158,014 and $252,831, respectively, of which $7,424 and $22,961, respectively was charged to research and development expense and $150,590 and $229,870, respectively is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The following table presents information related to stock-based compensation for the three months and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Common stock for services $ 77,040 $ 147,976 $ 345,679 $ 222,676 Amortization of restricted common stock 440,333 — 1,000,647 — Amortization of market-based awards 754,207 — 1,374,226 — Stock options 20,516 10,038 45,407 30,155 Total $ 1,292,096 $ 158,014 $ 2,765,959 $ 252,831 Common Stock Issued for Services For the three and nine months ended September 30, 2021, the Company issued 85,000 and 160,000 shares of immediately vested common stock, respectively, having an aggregate grant date value of $186,399 and $346,199, respectively. Warrants During the three and nine months ended September 30, 2021, the Company issued an aggregate of 1,185,033 and 4,185,033 shares of common stock, respectively, in connection with exercises of outstanding warrants pursuant to which we received gross proceeds in the aggregate amount of $1,494,216 and $5,206,716, respectively. A summary of warrants activity during the nine months ended September 30, 2021 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding, January 1, 2021 6,787,911 $ 1.25 Issued 2,600,000 2.50 Exercised (4,185,033) (1.24) Expired — — Forfeited — — Outstanding, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 Exercisable, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 The following table presents information related to warrants as of September 30, 2021: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 2,594,553 4.3 2,594,553 $ 1.50 8,325 0.2 8,325 $ 2.50 2,600,000 4.6 2,600,000 5,202,878 4.4 5,202,878 Restricted Common Stock The following table presents information related to restricted common stock (excluding Market-Based Awards) as of September 30, 2021: Weighted Average Shares of Restricted Grant Date Common Stock Fair Value Non-vested balance, January 1, 2021 72,500 $ 1.24 Granted 2,570,000 2.55 Vested (27,500) 2.06 Forfeited — — Non-vested shares, September 30, 2021 2,615,000 $ 2.52 As of September 30, 2021, there was $5,560,259 of unrecognized stock-based compensation expense related to restricted stock that will be recognized over the weighted average remaining vesting period of 3.2 years. Stock Options A summary of options activity (excluding Market-Based Awards) during the nine months ended September 30, 2021 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2021 370,000 $ 0.66 Granted 220,000 2.30 Exercised — — Expired — — Forfeited — — Outstanding, September 30, 2021 590,000 $ 1.27 3.2 $ 527,600 Exercisable,September 30, 2021 324,167 $ 0.66 2.3 $ 460,317 The following table presents information related to stock options (excluding Market-Based Awards) as of September 30, 2021: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 370,000 2.3 324,167 $ 1.99 10,000 — — $ 2.03 20,000 — — $ 2.05 10,000 — — $ 2.08 10,000 — — $ 2.13 20,000 — — $ 2.27 30,000 — — $ 2.43 20,000 — — $ 2.44 100,000 — — 590,000 2.3 324,167 As of September 30, 2021, there was $175,780 of unrecognized stock-based compensation expense related to stock options, which will be recognized over the weighted average remaining vesting period of 2.9 years. The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company used the following assumptions: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Risk free interest rate 0.20% - 0.23 % N/A 0.20% - 0.85 % 1.58 % Expected term (years) 3.50 N/A 2.5 - 3.5 2.50 Expected volatility 109.00 % N/A 93% - % 93.00 % Expected dividends 0 % N/A 0 % 0 % For the three and nine months ended September 30, 2021, the stock options had a weighted average grant date value of $1.55 and $0.80 per option share, respectively. For the nine months ended September 30, 2020, the stock options had a weighted average grant date value of $0.36 per option share. There were no stock options granted during the three months ended September 30, 2020. See Market-Based Awards below for additional information. Market-Based Awards The following table presents information related to market-based awards as of September 30, 2021: Number of Grant Date Award Shares Fair Value Restricted stock units 1,500,000 $ 1.94 Stock options 1,500,000 $ 1.72 Total 3,000,000 $ 3.66 On March 1, 2021, in connection with the appointment of the Company’s Chief Operating Officer (the “COO”), the COO became eligible to receive of up to 1,500,000 shares of the Company’s common stock which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,911,420 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period. On June 10, 2021, the Chief Executive Officer (the “CEO”) received an option for the purchase of up to 1,500,000 shares of the Company’s common stock at an exercise price of $2.60, which will be earned based upon achieving certain market capitalization milestones up to $4 billion. The grant date value of this award of $2,579,000 was determined using a Monte Carlo valuation model for market-based vesting awards and will be amortized over each of the tranches’ prospective derived service period. The following assumptions were used in applying the Monte Carlo valuation model to the Company’s market-based awards described above. March 1, June 10, 2021 2021 Risk free interest rate 0.71 % 0.73 % Expected volatility 98.9 % 98.5 % Expected dividend yield 0 % 0 % Expected life of market-based awards 2.1 years 2.2 years Fair value of common stock on date of grant $ 2.61 $ 2.62 As of September 30, 2021, there was $4,116,195 of unrecognized stock-based compensation expense related to market-based awards which will be amortized over the remaining weighted average vesting period of 1.86 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 COMMITMENTS AND CONTINGENCIES Technology Development and Sponsorship Agreement On March 31, 2021, the Company entered into a multi-year technology development and sponsorship agreement, pursuant to which the Company has committed to spend an aggregate of $900,000 in sponsorship fees, payable in three installments, of which $250,000 was paid on April 1, 2021, $300,000 is payable on January 1, 2022, and $350,000 is payable on January 1, 2023. The April 1, 2021 payment of $250,000 was recorded as a prepaid expense and is being amortized over the performance period. During the nine months ended September 30, 2021, $166,667 of sponsorship fees expense was recognized related to the agreement. In addition, the Company has committed to paying an aggregate of $750,000 related to technology development fees, which is to be paid in three equal installments during 2021, 2022 and 2023. As of September 30, 2021, no portion of the technology fees has been paid. Research and Development Agreements On April 5, 2021, the Company entered into a research and development agreement to develop high-areal-capacity battery electrodes to increase the energy density of batteries. Pursuant to the terms of the agreement, the Company has committed to spend an aggregate amount of $580,375, payable in eight quarterly installments of $72,547. During the nine months ended September 30, 2021, $145,094 of expense was recognized related to this agreement. On August 18, 2021, the Company entered into a multi-year research and development agreement for a solid-state rechargeable battery, pursuant to which the Company has committed to spend an aggregate amount of $592,196 in eight quarterly payments of $74,025. During the nine months ended September 30, 2021, $24,675 of expense was recognized related to the agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS Common Stock During October 2021, the Company issued an aggregate of 1,600,000 shares of common stock upon the exercise of outstanding warrants pursuant to which the Company received an aggregate of $4,000,000 of gross proceeds. During November 2021, the Company issued 107,744 unregistered shares of common stock as an equity incentive grant, which shares are subject to a four-year vesting schedule. During November 2021, the Company issued an aggregate of 1,000,000 shares of common stock upon the exercise of outstanding warrants pursuant to which the Company received an aggregate of $2,500,000 of gross proceeds. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Liquidity | Liquidity During the nine months ended September 30, 2021, the Company raised gross proceeds of $6,500,000 in connection with the sale of preferred stock, common stock and warrants, and raised proceeds of $5,206,716 in connection with the exercise of warrants to purchase common stock. During the nine months ended September 30, 2021, the Company repaid outstanding notes payable in the amount of $2,450,000. Subsequent to September 30, 2021, the Company received an aggregate of $6,500,000 in connection with the exercise of warrants. See Note 12 – Subsequent Events for additional details. As of September 30, 2021, the Company had cash of $10,990,056 and working capital of $10,659,878. While the Company anticipates it will continue to incur operating losses and use cash in operating activities for the foreseeable future, the Company believes that its current working capital is sufficient in comparison to its anticipated cash usage for a period of at least twelve months subsequent to the filing date of these financial statements. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, accounts receivable, revenue and accounts payable. Cash Concentrations A significant portion of the Company’s cash is held at one major financial institution. The Company has not experienced any losses in such accounts. Cash held in US bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There was an uninsured balance of $10,489,922 and $8,513,010 as of September 30, 2021 and December 31, 2020, respectively. Customer and Revenue Concentrations The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue, or whose accounts receivable balances individually represented 10% or more of the Company's total accounts receivable, as follows: Revenues Accounts Receivable For the Three Months Ended For the Nine Months Ended September 30, September 30, As of As of 2021 2020 2021 2020 September 30, 2021 December 31, 2020 Customer A 88 % * 41 % * 96 % * Customer B * 26 % * * * 70 % Customer C * * * 12 % * * Customer D * * 40 % * * * Customer E * 35 % * 44 % * * Customer F * 12 % * * * * Customer G * * * * * 19 % Customer H * * * * * 10 % Total 88 % 73 % 81 % 56 % 96 % 99 % * Less than 10% There is no assurance the Company will continue to receive significant revenues from any of these customers. Any reduction or delay in operating activity from any of the Company’s significant customers, or a delay or default in payment by any significant customer, or termination of agreements with significant customers, could materially harm the Company’s business and prospects. As a result of the Company’s significant customer concentrations, its gross profit and results from operations could fluctuate significantly due to changes in political, environmental, or economic conditions, or the loss of, reduction of business from, or less favorable terms with any of the Company’s significant customers. Vendor Concentrations Vendor concentrations are as follows for the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Vendor A * 29 % * 17 % Vendor B * 13 % * * Vendor C * * * 11 % Vendor D * * * 13 % Vendor E * 11 % * * Vendor F * * 11 % * Vendor G 26 % * 11 % * Vendor H 10 % * * * Vendor I 12 % * * * 48 % 53 % 22 % 41 % * Less than 10% |
Inventory | Inventory Inventory is comprised of carbon fiber velvet ("CFV") thermal interface solutions and internal short circuit batteries, which are available for sale. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The cost of inventory that is sold to third parties is included within cost of sales and the cost of inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of September 30, 2021 and December 31, 2020, the Company's inventory was comprised solely of finished goods. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve the core principle of ASC 606: ● Step 1: Identify the contract with the customer; ● Step 2: Identify the performance obligations in the contract; ● Step 3: Determine the transaction price; ● Step 4: Allocate the transaction price to the performance obligations in the contract; and ● Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from the following different types of contracts: ● Product sales – Revenue is recognized at the point in time that the product is transferred to the customer, which is generally at the time products leave the Company’s distribution center. ● Contract services – Revenue is recognized at the point in time that the Company satisfies its performance obligation under the contract, which is generally at the time the services are fulfilled and/or accepted by the customer. The following table summarizes the Company's revenue recognized during the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Product sales $ 600,921 $ 136,849 $ 1,356,530 $ 235,979 Contract services — — 290,540 179,498 Total revenue $ 600,921 $ 136,849 $ 1,647,070 $ 415,477 As of September 30, 2021 and December 31, 2020, the Company had $158,816 and $20,000 of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract, or the customers have not officially accepted the goods or services provided under the contract. During the three and nine months ended September 30, 2021 and 2020, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. As of September 30, 2021 and December 31, 2020, the Company had $62,908 and $31,212, respectively, of deferred labor costs, which is included in prepaid expenses and other current assets in the Company's condensed consolidated balance sheets. Deferred labor costs represent costs to fulfill the Company's contract service revenue. The Company will recognize the deferred labor costs as cost of revenues at the point in time that the Company satisfies its performance obligation under the respective contract, which is generally at the time the services are fulfilled and/or accepted by the customer. |
Shipping and Handling Costs | Shipping and Handling Costs Amounts billed to a customer in a sales transaction related to shipping and handling are recorded as revenue. Costs incurred for shipping and handling are included as cost of revenues on the accompanying condensed consolidated statements of operations. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, less unvested issued restricted stock. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period, if not antidilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2021 2020 Series B Convertible Preferred Stock — 698,600 Series C Convertible Preferred Stock — 189,000 Unvested restricted stock 2,615,000 — Market-based equity awards 3,000,000 — Options 590,000 395,000 Warrants 5,202,878 210,025 Total 11,407,878 1,492,625 |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the "FASB") issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021 and its adoption did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Earnings per Share On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company does not expect this new standard to have a material impact on its financial statements. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of concentrations of credit risk | Revenues Accounts Receivable For the Three Months Ended For the Nine Months Ended September 30, September 30, As of As of 2021 2020 2021 2020 September 30, 2021 December 31, 2020 Customer A 88 % * 41 % * 96 % * Customer B * 26 % * * * 70 % Customer C * * * 12 % * * Customer D * * 40 % * * * Customer E * 35 % * 44 % * * Customer F * 12 % * * * * Customer G * * * * * 19 % Customer H * * * * * 10 % Total 88 % 73 % 81 % 56 % 96 % 99 % * Less than 10% For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Vendor A * 29 % * 17 % Vendor B * 13 % * * Vendor C * * * 11 % Vendor D * * * 13 % Vendor E * 11 % * * Vendor F * * 11 % * Vendor G 26 % * 11 % * Vendor H 10 % * * * Vendor I 12 % * * * 48 % 53 % 22 % 41 % * Less than 10% |
Schedule of revenue recognized | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Product sales $ 600,921 $ 136,849 $ 1,356,530 $ 235,979 Contract services — — 290,540 179,498 Total revenue $ 600,921 $ 136,849 $ 1,647,070 $ 415,477 |
Schedule of weighted average dilutive common shares because their inclusion would have been anti-dilutive | September 30, 2021 2020 Series B Convertible Preferred Stock — 698,600 Series C Convertible Preferred Stock — 189,000 Unvested restricted stock 2,615,000 — Market-based equity awards 3,000,000 — Options 590,000 395,000 Warrants 5,202,878 210,025 Total 11,407,878 1,492,625 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of prepaid expenses and other current assets | September 30, December 31, 2021 2020 Deferred labor costs $ 62,908 $ 31,212 Filing 2,729 9,944 Insurance 66,572 16,035 Marketing 115,794 58,103 Other 11,662 25,820 Professional fees 63,582 9,354 Subscriptions 30,009 — Vendor deposits 97,500 — Total prepaid expenses $ 450,756 $ 150,468 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | September 30, December 31, 2021 2020 Board compensation $ 60,808 $ — Payroll and vacation 219,547 278,854 Legal and professional fees 232,200 81,902 Research and development 97,222 — Other 79,569 34,256 Total accrued expenses and other current liabilities $ 689,346 $ 395,012 |
ACCRUED ISSUABLE EQUITY (Tables
ACCRUED ISSUABLE EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ACCRUED ISSUABLE EQUITY. | |
Schedule of accrued issuable equity | Balance, January 1, 2021 $ 128,380 Additions 208,680 Reclassifications to equity upon issuance (209,200) Mark-to market 66,274 Balance, September 30, 2021 $ 194,134 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
LEASES | |
Schedule of maturities of lease liabilities | Maturity Date Remaining three months ending December 31, 2021 $ 71,361 2022 289,981 2023 297,917 2024 125,530 Total lease payments 784,789 Less: Imputed interest (52,051) Present value of lease liabilities 732,738 Less: current portion (257,198) Lease liabilities, non-current portion $ 475,540 |
Supplemental cash flow information related to the lease | For the Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating lease $ 82,079 $ — Right-of-use asset obtained in exchange for lease obligations Operating lease $ 814,817 $ — |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NOTES PAYABLE | |
Summary of notes payable activity | Notes Debt Payable Discount Total Balance, January 1, 2021 $ 2,450,000 $ (128,198) $ 2,321,802 Repayments in cash (2,450,000) — (2,450,000) Amortization of debt discount — 128,198 128,198 Outstanding, September 30, 2021 $ — $ — $ — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Information relating to stock based compensation | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Common stock for services $ 77,040 $ 147,976 $ 345,679 $ 222,676 Amortization of restricted common stock 440,333 — 1,000,647 — Amortization of market-based awards 754,207 — 1,374,226 — Stock options 20,516 10,038 45,407 30,155 Total $ 1,292,096 $ 158,014 $ 2,765,959 $ 252,831 |
Schedule of stock option activity outstanding and exercisable | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2021 370,000 $ 0.66 Granted 220,000 2.30 Exercised — — Expired — — Forfeited — — Outstanding, September 30, 2021 590,000 $ 1.27 3.2 $ 527,600 Exercisable,September 30, 2021 324,167 $ 0.66 2.3 $ 460,317 The following table presents information related to stock options (excluding Market-Based Awards) as of September 30, 2021: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.66 370,000 2.3 324,167 $ 1.99 10,000 — — $ 2.03 20,000 — — $ 2.05 10,000 — — $ 2.08 10,000 — — $ 2.13 20,000 — — $ 2.27 30,000 — — $ 2.43 20,000 — — $ 2.44 100,000 — — 590,000 2.3 324,167 |
Schedule of warrants activity | The following table presents information related to warrants as of September 30, 2021: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 2,594,553 4.3 2,594,553 $ 1.50 8,325 0.2 8,325 $ 2.50 2,600,000 4.6 2,600,000 5,202,878 4.4 5,202,878 |
Schedule of outstanding and exercisable warrants | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding, January 1, 2021 6,787,911 $ 1.25 Issued 2,600,000 2.50 Exercised (4,185,033) (1.24) Expired — — Forfeited — — Outstanding, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 Exercisable, September 30, 2021 5,202,878 $ 1.88 4.4 $ 2,158,307 |
Summary of restricted common stock | The following table presents information related to market-based awards as of September 30, 2021: Number of Grant Date Award Shares Fair Value Restricted stock units 1,500,000 $ 1.94 Stock options 1,500,000 $ 1.72 Total 3,000,000 $ 3.66 |
Stock options. | |
Schedule of stock options granted | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Risk free interest rate 0.20% - 0.23 % N/A 0.20% - 0.85 % 1.58 % Expected term (years) 3.50 N/A 2.5 - 3.5 2.50 Expected volatility 109.00 % N/A 93% - % 93.00 % Expected dividends 0 % N/A 0 % 0 % |
Market-Based Awards | |
Schedule of stock options granted | March 1, June 10, 2021 2021 Risk free interest rate 0.71 % 0.73 % Expected volatility 98.9 % 98.5 % Expected dividend yield 0 % 0 % Expected life of market-based awards 2.1 years 2.2 years Fair value of common stock on date of grant $ 2.61 $ 2.62 |
Summary of restricted common stock | Weighted Average Shares of Restricted Grant Date Common Stock Fair Value Non-vested balance, January 1, 2021 72,500 $ 1.24 Granted 2,570,000 2.55 Vested (27,500) 2.06 Forfeited — — Non-vested shares, September 30, 2021 2,615,000 $ 2.52 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Customer concentrations (Details) - Customer Concentration Risk [Member] | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Revenues [Member] | Customer [Member] | ||||||
Concentration Risk, Percentage | 88.00% | 73.00% | 81.00% | 56.00% | ||
Revenues [Member] | Customer A [Member] | ||||||
Concentration Risk, Percentage | 88.00% | 41.00% | ||||
Revenues [Member] | Customer B [Member] | ||||||
Concentration Risk, Percentage | 26.00% | |||||
Revenues [Member] | Customer C [Member] | ||||||
Concentration Risk, Percentage | 12.00% | |||||
Revenues [Member] | Customer D [Member] | ||||||
Concentration Risk, Percentage | 40.00% | |||||
Revenues [Member] | Customer E [Member] | ||||||
Concentration Risk, Percentage | 35.00% | 44.00% | ||||
Revenues [Member] | Customer F [Member] | ||||||
Concentration Risk, Percentage | 12.00% | |||||
Accounts Receivable [Member] | Customer [Member] | ||||||
Concentration Risk, Percentage | 96.00% | 99.00% | ||||
Accounts Receivable [Member] | Customer A [Member] | ||||||
Concentration Risk, Percentage | 96.00% | |||||
Accounts Receivable [Member] | Customer B [Member] | ||||||
Concentration Risk, Percentage | 70.00% | |||||
Accounts Receivable [Member] | Customer G [Member] | ||||||
Concentration Risk, Percentage | 19.00% | |||||
Accounts Receivable [Member] | Customer H [Member] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Accounts Payable [Member] | Vendor [Member] | ||||||
Concentration Risk, Percentage | 48.00% | 53.00% | 22.00% | 41.00% | ||
Accounts Payable [Member] | Vendor A [Member] | ||||||
Concentration Risk, Percentage | 29.00% | 17.00% | ||||
Accounts Payable [Member] | Vendor B [Member] | ||||||
Concentration Risk, Percentage | 13.00% | |||||
Accounts Payable [Member] | Vendor C [Member] | ||||||
Concentration Risk, Percentage | 11.00% | |||||
Accounts Payable [Member] | Vendor D [Member] | ||||||
Concentration Risk, Percentage | 13.00% | |||||
Accounts Payable [Member] | Vendor E [Member] | ||||||
Concentration Risk, Percentage | 11.00% | |||||
Accounts Payable [Member] | Vendor F [Member] | ||||||
Concentration Risk, Percentage | 11.00% | |||||
Accounts Payable [Member] | Vendor G [Member] | ||||||
Concentration Risk, Percentage | 26.00% | 11.00% | ||||
Accounts Payable [Member] | Vendor H [Member] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Accounts Payable [Member] | Vendor I [Member] | ||||||
Concentration Risk, Percentage | 12.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - consolidated statements of operations: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 600,921 | $ 136,849 | $ 1,647,070 | $ 415,477 |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 600,921 | $ 136,849 | 1,356,530 | 235,979 |
Contract services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 290,540 | $ 179,498 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - weighted average dilutive common shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,407,878 | 1,492,625 |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 698,600 | |
Series C Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 189,000 | |
Unvested Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,615,000 | |
Market-based equity award | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,000,000 | |
Stock options. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 590,000 | 395,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,202,878 | 210,025 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Gross proceeds | $ 6,500,000 | |||||
Amount raised on convertible preferred financing agreement | $ 6,500,000 | 5,206,716 | ||||
Repayments of note payable | 2,450,000 | $ 159,000 | ||||
Cash | $ 10,990,056 | 10,990,056 | $ 8,880,140 | |||
Working capital | 10,659,878 | 10,659,878 | ||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | ||||
Uninsured cash | 10,489,922 | 10,489,922 | 8,513,010 | |||
Deferred revenue | 158,816 | 158,816 | 20,000 | |||
Revenue Recognized | 0 | $ 0 | 0 | $ 0 | ||
Deferred labor costs | $ 62,908 | 62,908 | $ 31,212 | |||
Aggregate gross proceeds | $ 6,500,000 | $ 5,206,716 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Deferred labor costs | $ 62,908 | $ 31,212 |
Filing | 2,729 | 9,944 |
Insurance | 66,572 | 16,035 |
Marketing | 115,794 | 58,103 |
Other | 11,662 | 25,820 |
Professional fees | 63,582 | 9,354 |
Subscriptions | 30,009 | 0 |
Vendor deposits | 97,500 | 0 |
Total prepaid expenses and other current assets | $ 450,756 | $ 150,468 |
EQUIPMENT DEPOSITS (Details)
EQUIPMENT DEPOSITS (Details) - USD ($) | Sep. 27, 2021 | Jul. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
EQUIPMENT DEPOSITS | ||||
Payments of equipment deposits | $ 699,805 | $ 330,000 | $ 1,029,805 | $ 0 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Board compensation | $ 60,808 | $ 0 |
Payroll and vacation | 219,547 | 278,854 |
Legal and professional fees | 232,200 | 81,902 |
Research and development | 97,222 | 0 |
Other | 79,569 | 34,256 |
Total accrued expenses and other current liabilities | $ 689,346 | $ 395,012 |
ACCRUED ISSUABLE EQUITY (Detail
ACCRUED ISSUABLE EQUITY (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Movements In Accrued Issuable Equity For Services, Current [Roll Forward] | |
Beginning balance | $ 128,380 |
Additions | 208,680 |
Reclassifications to equity upon issuance | (209,200) |
Mark-to market | 66,274 |
Ending balance | $ 194,134 |
ACCRUED ISSUABLE EQUITY - Addit
ACCRUED ISSUABLE EQUITY - Additional information (Details) - USD ($) | Apr. 07, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
ACCRUED ISSUABLE EQUITY. | ||||
Value of services | $ 208,680 | |||
Shares issued in exchange for services, number | 85,000 | 85,000 | 160,000 | |
Shares issued in exchange for certain services, number | 100,000 | |||
Shares issued in exchange for services, aggregate fair value | $ 209,200 | |||
Gains (losses) related to the change in fair value | $ 45,600 | $ 66,274 |
LEASES - Maturity (Details)
LEASES - Maturity (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
LEASES | ||
Remaining three months ending December 31, 2021 | $ 71,361 | |
2022 | 289,981 | |
2023 | 297,917 | |
2024 | 125,530 | |
Total lease payments | 784,789 | |
Less: Imputed interest | (52,051) | |
Present value of lease liabilities | 732,738 | |
Less: current portion | (257,198) | $ 0 |
Lease liability, non-current portion | $ 475,540 | $ 0 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) | Jun. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Lessee, Lease, Description [Line Items] | |||||
Right of use asset for lease liability | $ 814,817 | $ 0 | |||
Estimated incremental borrowing rate | 5.00% | 5.00% | |||
Operating lease expense | $ 89,305 | $ 15,616 | $ 144,765 | $ 42,832 | |
New lease agreement for office space in San Diego, California | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term (in years) | 3 years | ||||
Option to extend | true | ||||
Renewal Term | 5 years | ||||
Monthly lease rental | $ 23,787 | ||||
Lease base rent | 18,518 | ||||
Common area maintenance fees included in monthly lease rental | $ 5,268 | ||||
Lease annual escalation rate | 3.50% | ||||
Security deposit | $ 50,213 | ||||
Monthly rent | 5,127 | ||||
Monthly rent base | 4,572 | ||||
Association fees included in monthly lease rental | $ 555 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Lease (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating lease | $ 82,079 | $ 0 |
Right-of-use asset obtained in exchange for lease obligations | ||
Operating lease | $ 814,817 | $ 0 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Movements In Notes Payable Current, Gross [Roll Forward] | |
Beginning balance | $ 2,450,000 |
Repayments in cash | (2,450,000) |
Movements In Debt Instrument, Unamortized Discount, Current [Roll Forward] | |
Beginning balance | (128,198) |
Amortization of debt discount | 128,198 |
Ending balance | 0 |
Movements In Notes Payable Current [Roll Forward] | |
Beginning balance | 2,321,802 |
Repayments in cash | (2,450,000) |
Amortization of debt discount | 128,198 |
Ending balance | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 0 | $ 2,628 |
Chief Technology Officer CTO [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable - related party | $ 0 | $ 2,628 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Jun. 10, 2021USD ($)$ / sharesshares | May 20, 2021USD ($)shares | May 19, 2021USD ($)$ / sharesshares | Apr. 07, 2021shares | Mar. 01, 2021USD ($)shares | Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($)RateitemY$ / sharesshares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)RateitemY$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 17, 2021shares | Dec. 31, 2020shares | ||
Common stock, shares issued | shares | 1,300,000 | 101,992,963 | 101,992,963 | 3,170,730 | 89,908,600 | |||||||||||
Structuring fee paid to investor | $ 10,000 | |||||||||||||||
Gross proceeds | 6,500,000 | |||||||||||||||
Remaining proceeds | 6,490,000 | |||||||||||||||
Relative fair value of Series D Preferred Stock | $ 3,875,675 | 3,875,675 | ||||||||||||||
Commitment shares issued in connection with sale of Series D Preferred Stock | $ 2,665,000 | 1,339,582 | ||||||||||||||
Relative fair value of warrants | 1,274,743 | 1,274,743 | ||||||||||||||
Deemed dividend | $ 0 | $ 0 | 2,624,326 | |||||||||||||
Beneficial conversion feature on Series D convertible preferred stock | 2,624,326 | |||||||||||||||
Cash issuance costs | $ 365,000 | $ 365,000 | ||||||||||||||
Warrants to purchase common shares issued | shares | 5,202,878 | 5,202,878 | 6,787,911 | |||||||||||||
Outstanding at the end (in years) | 4 years 4 months 24 days | 4 years 4 months 24 days | ||||||||||||||
Aggregate gross proceeds | $ 6,500,000 | $ 5,206,716 | ||||||||||||||
Repayments of remaining note payable | $ 2,450,000 | $ 159,000 | ||||||||||||||
Common stock authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||
Allocated Share-based Compensation Expense | $ 1,292,096 | 158,014 | $ 2,765,959 | 252,831 | ||||||||||||
Stock-based compensation | 2,765,959 | 252,831 | ||||||||||||||
Aggregate proceeds | 757,695 | 0 | [1] | 1,461,695 | [1] | |||||||||||
Unrecognized stock-based compensation expense | $ 5,560,259 | $ 5,560,259 | ||||||||||||||
Weighted average remaining vesting period | 3 years 2 months 12 days | |||||||||||||||
Shares of common stock issued related to consulting services provided | shares | 85,000 | 85,000 | 160,000 | |||||||||||||
Grant date value of common stock issued related to consulting services provided | $ 186,399 | $ 110,000 | $ 49,800 | |||||||||||||
Options Outstanding, Exercise Price | $ / shares | $ 0.66 | $ 0.66 | ||||||||||||||
Exercise price | ||||||||||||||||
Warrant measurement input | item | 2.50 | 2.50 | ||||||||||||||
Market price per share | ||||||||||||||||
Warrant measurement input | item | 2.05 | 2.05 | ||||||||||||||
Expected term | ||||||||||||||||
Warrant measurement input | Y | 1 | 1 | ||||||||||||||
Volatility | ||||||||||||||||
Warrant measurement input | item | 142 | 142 | ||||||||||||||
Risk-free interest rate | ||||||||||||||||
Warrant measurement input | Rate | 0.05 | 0.05 | ||||||||||||||
Research and development expenses | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 0 | 7,424 | $ 15,190 | 22,961 | ||||||||||||
Selling, general and administrative expenses | ||||||||||||||||
Allocated Share-based Compensation Expense | 1,292,096 | $ 150,590 | 2,750,770 | 229,870 | ||||||||||||
Stock options. | ||||||||||||||||
Unrecognized stock-based compensation expense | 175,780 | $ 175,780 | ||||||||||||||
Weighted average remaining vesting period | 2 years 10 months 24 days | |||||||||||||||
Market-Based Awards | ||||||||||||||||
Common stock authorized | shares | 1,500,000 | 1,500,000 | ||||||||||||||
Grant date value of stock | $ 2,579,000 | $ 2,911,420 | ||||||||||||||
Market Cap | $ 4,000,000,000 | $ 4,000,000,000 | ||||||||||||||
Unrecognized stock-based compensation expense | 4,116,195 | $ 4,116,195 | ||||||||||||||
Weighted average remaining vesting period | 1 year 10 months 9 days | |||||||||||||||
Options Outstanding, Exercise Price | $ / shares | $ 2.60 | |||||||||||||||
Common stock | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 440,333 | $ 1,000,647 | ||||||||||||||
Restricted common stock issued (in shares) | shares | 155,000 | 415,000 | 2,000,000 | |||||||||||||
Aggregate proceeds | $ 186,399 | $ 346,199 | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 3,170,730 | |||||||||||||||
Shares of common stock issued related to consulting services provided | shares | 85,000 | 55,000 | 20,000 | |||||||||||||
Grant date value of common stock issued related to consulting services provided | $ 9 | $ 6 | $ 2 | |||||||||||||
Warrants | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 1,185,033 | 4,185,033 | ||||||||||||||
Warrants | Common stock | ||||||||||||||||
Stock-based compensation | $ 1,494,216 | $ 5,206,716 | ||||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||||
Beneficial conversion feature on Series D convertible preferred stock | $ 2,624,326 | $ 0 | ||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 650 | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 650 | |||||||||||||||
Series D Convertible Preferred Stock | Securities Purchase Agreement | ||||||||||||||||
Common stock issued for cash, net of issuance costs (in shares) | shares | 650 | |||||||||||||||
Warrants to purchase common shares issued | shares | 2,600,000 | |||||||||||||||
Outstanding at the end (in years) | 1 year | |||||||||||||||
Shares issued price (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||||
Aggregate gross proceeds | $ 6,500,000 | |||||||||||||||
Commitment fee shares of common stock | shares | 1,300,000 | |||||||||||||||
Repayments of remaining note payable | $ 1,400,000 | |||||||||||||||
Fixed conversion price | $ / shares | $ 2.05 | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 3,170,732 | |||||||||||||||
Cumulative dividends annual rate percentage | 10.00% | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 3,170,732 | |||||||||||||||
[1] | For the nine months ended September 30, 2020, the amount represents gross proceeds of $2,152,695 less $691,000 withheld by the investor to pay down a portion of the note payable held by the same investor. |
STOCKHOLDERS' EQUITY - Stock-Ba
STOCKHOLDERS' EQUITY - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Allocated Share-based Compensation Expense | $ 1,292,096 | $ 158,014 | $ 2,765,959 | $ 252,831 |
Common Stock Issued For Services | ||||
Allocated Share-based Compensation Expense | 77,040 | 147,976 | 345,679 | 222,676 |
Common stock | ||||
Allocated Share-based Compensation Expense | 440,333 | 1,000,647 | ||
Market-Based Awards | ||||
Allocated Share-based Compensation Expense | 754,207 | 1,374,226 | ||
Stock options | ||||
Allocated Share-based Compensation Expense | $ 20,516 | $ 10,038 | $ 45,407 | $ 30,155 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted Average Grant Date Fair Value | ||||
Stock options granted | 220,000 | |||
Restricted common stock | ||||
Shares of Restricted Common Stock | ||||
Non-vested balance, January 1, 2021 | 72,500 | |||
Granted | 2,570,000 | |||
Vested | 27,500 | |||
Non-vested balance, September 30, 2021 | 2,615,000 | 2,615,000 | ||
Weighted Average Grant Date Fair Value | ||||
Non-vested balance, January 1, 2021 (in dollars per share) | $ 1.24 | |||
Granted (in dollars per share) | 2.55 | |||
Vested (in dollars per share) | 2.06 | |||
Non-vested balance, September 30, 2021 (in dollars per share) | $ 2.52 | 2.52 | ||
Stock options. | ||||
Weighted Average Grant Date Fair Value | ||||
Weighted average grant date value | $ 1.55 | $ 0.80 | $ 0.36 | |
Stock options granted | 0 |
STOCKHOLDERS EQUITY - Summary o
STOCKHOLDERS EQUITY - Summary of warrants activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
STOCKHOLDERS' EQUITY | |
Outstanding at the beginning | 6,787,911 |
Issued | 2,600,000 |
Exercised | (4,185,033) |
Outstanding at the end | 5,202,878 |
Exercisable at the end | 5,202,878 |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 1.25 |
Issued (in dollars per share) | $ / shares | 2.50 |
Exercised (in dollars per share) | $ / shares | (1.24) |
Outstanding at the end (in dollars per share) | $ / shares | $ 1.88 |
Exercisable at the end (in dollars per share) | 1.88 |
Outstanding at the end (in years) | 4 years 4 months 24 days |
Exercisable at the end (in years) | 4 years 4 months 24 days |
Outstanding at the end (in dollars) | $ | $ 2,158,307 |
Exercisable at the end (in dollars) | $ | $ 2,158,307 |
STOCKHOLDERS EQUITY - Informati
STOCKHOLDERS EQUITY - Information related to warrants (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Exercise price of warrants | $ 1.88 | $ 1.25 |
Warrants Outstanding | 5,202,878 | 6,787,911 |
Weighted average remaining life (in years) | 4 years 4 months 24 days | |
Exercisable, Number of Warrants | 5,202,878 | |
Exercise price, 1.25 | ||
Exercise price of warrants | $ 1.25 | |
Warrants Outstanding | 2,594,553 | |
Weighted average remaining life (in years) | 4 years 3 months 18 days | |
Exercisable, Number of Warrants | 2,594,553 | |
Exercise price, 1.50 | ||
Exercise price of warrants | $ 1.50 | |
Warrants Outstanding | 8,325 | |
Weighted average remaining life (in years) | 2 months 12 days | |
Exercisable, Number of Warrants | 8,325 | |
Exercise price, 2.50 | ||
Exercise price of warrants | $ 2.50 | |
Warrants Outstanding | 2,600,000 | |
Weighted average remaining life (in years) | 4 years 7 months 6 days | |
Exercisable, Number of Warrants | 2,600,000 |
STOCKHOLDERS' EQUITY - Stock ac
STOCKHOLDERS' EQUITY - Stock activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
STOCKHOLDERS' EQUITY | |
Number of Options, Outstanding | shares | 370,000 |
Number of Options, Granted | shares | 220,000 |
Number of Options, Outstanding | shares | 590,000 |
Number of Options, Exercisable | shares | 324,167 |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 0.66 |
Weighted Average Exercise Price, Granted | $ / shares | 2.30 |
Weighted Average Exercise Price Outstanding | $ / shares | 1.27 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.66 |
Weighted Average Remaining Term, Outstanding | 3 years 2 months 12 days |
Weighted Average Remaining Term, Exercisable | 2 years 3 months 18 days |
Number of Options Intrinsic Value, Outstanding | $ | $ 527,600 |
Number of Options Intrinsic Value, Exercisable | $ | $ 460,317 |
STOCKHOLDERS' EQUITY - Stock _2
STOCKHOLDERS' EQUITY - Stock options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Options Outstanding, Exercise Price | $ 0.66 | |
Options Outstanding, Number of Options | 590,000 | 370,000 |
Options Exercisable, Weighted Average Remaining Life | 2 years 3 months 18 days | |
Options Exercisable Number of Options | 324,167 | |
0.66 Exercise Price | ||
Options Outstanding, Exercise Price | $ 0.66 | |
Options Outstanding, Number of Options | 370,000 | |
Options Exercisable, Weighted Average Remaining Life | 2 years 3 months 18 days | |
Options Exercisable Number of Options | 324,167 | |
1.99 Exercise Price | ||
Options Outstanding, Exercise Price | $ 1.99 | |
Options Outstanding, Number of Options | 10,000 | |
2.03 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.03 | |
Options Outstanding, Number of Options | 20,000 | |
2.05 exercise price | ||
Options Outstanding, Exercise Price | $ 2.05 | |
Options Outstanding, Number of Options | 10,000 | |
2.08 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.08 | |
Options Outstanding, Number of Options | 10,000 | |
2.13 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.13 | |
Options Outstanding, Number of Options | 20,000 | |
2.27 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.27 | |
Options Outstanding, Number of Options | 30,000 | |
2.43 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.43 | |
Options Outstanding, Number of Options | 20,000 | |
2.44 Exercise Price | ||
Options Outstanding, Exercise Price | $ 2.44 | |
Options Outstanding, Number of Options | 100,000 |
STOCKHOLDERS' EQUITY - Stock-_2
STOCKHOLDERS' EQUITY - Stock-based compensation (Details) - Market-Based Awards | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 3,000,000 |
Grant Date Fair Value | $ / shares | $ 3.66 |
Stock options. | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 1,500,000 |
Grant Date Fair Value | $ / shares | $ 1.72 |
Restricted common stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | shares | 1,500,000 |
Grant Date Fair Value | $ / shares | $ 1.94 |
STOCKHOLDERS' EQUITY - Option p
STOCKHOLDERS' EQUITY - Option pricing model (Details) - $ / shares | Jun. 10, 2021 | Mar. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Risk free interest rate (as a percent) | 1.58% | ||||
Expected volatility (as a percent) | 109.00% | 93.00% | |||
Expected dividends (as a percent) | 0.00% | 0.00% | 0.00% | ||
Expected term (years) | 3 years 6 months | 2 years 6 months | |||
Minimum | |||||
Risk free interest rate (as a percent) | 0.20% | 0.20% | |||
Expected volatility (as a percent) | 93.00% | ||||
Expected term (years) | 2 years 6 months | ||||
Maximum | |||||
Risk free interest rate (as a percent) | 0.23% | 0.85% | |||
Expected volatility (as a percent) | 109.00% | ||||
Expected term (years) | 3 years 6 months | ||||
Market-Based Awards | |||||
Risk free interest rate (as a percent) | 0.73% | 0.71% | |||
Expected volatility (as a percent) | 98.50% | 98.90% | |||
Expected dividends (as a percent) | 0.00% | 0.00% | |||
Expected term (years) | 2 years 2 months 12 days | 2 years 1 month 6 days | |||
Fair value of common stock on date of grant | 2.62 | 2.61 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 01, 2023USD ($) | Jan. 01, 2022USD ($) | Aug. 18, 2021USD ($)installment | Apr. 05, 2021USD ($)installment | Apr. 01, 2021USD ($) | Sep. 30, 2021USD ($)installment | Mar. 31, 2021USD ($)installment |
Technology Development and Sponsorship Agreement | |||||||
Aggregate amount spend on agreement | $ 750,000 | $ 900,000 | |||||
Number of installments | installment | 3 | 3 | |||||
Installment payments | $ 250,000 | $ 0 | |||||
Expense recognized | $ 250,000 | 166,667 | |||||
Research and Development Agreements | |||||||
Aggregate amount spend on agreement | $ 580,375 | ||||||
Number of installments | installment | 8 | ||||||
Installment payments | $ 72,547 | ||||||
Expense recognized | 145,094 | ||||||
Multi-year research and development agreement | |||||||
Aggregate amount spend on agreement | $ 592,196 | ||||||
Number of installments | installment | 8 | ||||||
Installment payments | $ 74,025 | ||||||
Expense recognized | $ 24,675 | ||||||
Subsequent Event | Technology Development and Sponsorship Agreement | |||||||
Installment payments | $ 350,000 | $ 300,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | May 19, 2021 | Apr. 07, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||||
Shares issued in exchange for services, number | 85,000 | 85,000 | 160,000 | |||
Aggregate gross proceeds | $ 6,500,000 | $ 5,206,716 | ||||
Securities Purchase Agreement | Series D Convertible Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate gross proceeds | $ 6,500,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued in exchange for services, number | 1,000,000 | 1,600,000 | ||||
Aggregate gross proceeds | $ 2,500,000 | $ 4,000,000 | ||||
Four year vesting period | Equity Incentive Grant | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued in exchange for services, number | 107,744 |