Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38739 | |
Entity Registrant Name | TOUGHBUILT INDUSTRIES, INC. | |
Entity Central Index Key | 0001668370 | |
Entity Tax Identification Number | 46-0820877 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 25371 Commercentre Drive | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Lake Forest | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92630 | |
City Area Code | (949) | |
Local Phone Number | 528-3100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 129,300,090 | |
Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | TBLT | |
Security Exchange Name | NASDAQ | |
Series A Warrants [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | TBLTW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 20,225,935 | $ 2,194,850 |
Accounts receivable | 13,053,918 | 10,537,395 |
Factor receivables, net | 807,648 | |
Inventory | 18,579,178 | 8,915,345 |
Prepaid assets | 1,790,663 | 1,003,774 |
Subscription receivable | 837,025 | |
Total Current Assets | 53,649,694 | 24,296,037 |
Other Assets | ||
Property and equipment, net | 6,511,025 | 3,066,924 |
Other assets | 314,582 | 127,733 |
Total Assets | 60,475,301 | 27,490,694 |
Current Liabilities | ||
Accounts payable | 9,009,282 | 6,955,218 |
Accrued expenses | 761,045 | 598,473 |
Factor loan payable | 590,950 | |
Total Current Liabilities | 9,770,327 | 8,144,641 |
Total Liabilities | 9,770,327 | 8,144,641 |
Commitment and Contingencies | ||
Shareholders’ Equity | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 81,605,285 and 43,918,831 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 8,161 | 4,392 |
Additional paid-in capital | 124,934,890 | 80,103,653 |
Accumulated deficit | (74,238,077) | (60,761,992) |
Total Shareholders’ Equity | 50,704,974 | 19,346,053 |
Total Liabilities and Shareholders’ Equity | 60,475,301 | 27,490,694 |
Series C Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred Stock | ||
Total Shareholders’ Equity | ||
Series D Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred Stock | ||
Total Shareholders’ Equity | ||
Series E Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Preferred Stock | ||
Total Shareholders’ Equity |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 81,605,285 | 43,918,831 |
Common stock, shares outstanding | 81,605,285 | 43,918,831 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,268 | 4,268 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 5,775 | 5,775 |
Preferred stock, shares issued | 0 | 5,775 |
Preferred stock, shares outstanding | 0 | 5,775 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15 | 15 |
Preferred stock, shares issued | 9 | 0 |
Preferred stock, shares outstanding | 9 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues, net of allowances | ||||
Total revenues, net of allowances | $ 15,853,368 | $ 6,839,646 | $ 28,135,621 | $ 10,749,158 |
Cost of Goods Sold | ||||
Total cost of goods sold | 12,500,092 | 4,457,701 | 21,319,219 | 6,963,314 |
Gross profit | 3,353,276 | 2,381,945 | 6,816,402 | 3,785,844 |
Operating expenses: | ||||
Selling, general and administrative expenses | 9,242,946 | 4,137,943 | 17,192,727 | 8,523,897 |
Research and development | 1,429,819 | 422,072 | 2,836,204 | 946,239 |
Total operating expenses | 10,672,765 | 4,560,015 | 20,028,931 | 9,470,136 |
Loss from operations | (7,319,489) | (2,178,070) | (13,212,529) | (5,684,292) |
Other income (expense) | ||||
Interest expense | (102,937) | (341,088) | (263,556) | (589,525) |
Total other income (expense) | (102,937) | (341,088) | (263,556) | (589,525) |
Net loss | (7,422,426) | (2,519,158) | (13,476,085) | (6,273,817) |
Redemption of Series D Preferred Stock deemed dividend | (1,295,294) | |||
Net loss attributable to common stockholders | $ (7,422,426) | $ (2,519,158) | $ (13,476,085) | $ (7,569,111) |
Basic and diluted net loss per share attributed to common stockholders | ||||
Basic net loss per common share | $ (0.09) | $ (0.11) | $ (0.18) | $ (0.49) |
Basic and diluted weighted average common shares outstanding | 81,605,285 | 22,209,152 | 74,638,153 | 15,440,558 |
Metal Goods [Member] | ||||
Revenues, net of allowances | ||||
Total revenues, net of allowances | $ 5,707,154 | $ 3,374,066 | $ 10,052,351 | $ 5,456,846 |
Cost of Goods Sold | ||||
Total cost of goods sold | 4,391,373 | 2,385,641 | 7,720,868 | 3,812,866 |
Soft Goods [Member] | ||||
Revenues, net of allowances | ||||
Total revenues, net of allowances | 10,146,214 | 3,465,580 | 18,083,270 | 5,292,312 |
Cost of Goods Sold | ||||
Total cost of goods sold | $ 8,108,719 | $ 2,072,060 | $ 13,598,351 | $ 3,150,448 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - March 31, 2021 at Dec. 31, 2019 | $ 4,816,485 | $ 330 | $ 41,823,048 | $ (43,413,370) | $ 3,226,493 | ||
Balance, shares at Dec. 31, 2019 | 1,268 | 5,775 | 3,300,015 | ||||
Redemption of Series D Preferred Stock | $ (1,844,860) | (1,295,294) | (3,140,154) | ||||
Balance, shares | (2,212) | ||||||
Issuance of common stock upon Series C preferred conversion | $ 13 | (13) | |||||
Balance, shares | (1,268) | 126,800 | |||||
Issuance of common stock upon conversion of convertible notes payable | $ 20 | (186,171) | (186,151) | ||||
Balance, shares | 200,000 | ||||||
Issuance of common stock and warrants | $ 495 | 9,388,245 | 9,388,740 | ||||
Balance, shares | 4,945,000 | ||||||
Issuance of common stock upon exercise of warrants | $ 241 | (241) | |||||
Balance, shares | 2,407,953 | ||||||
Stock based compensation expense | 96,490 | 96,490 | |||||
Net loss | (3,754,659) | (3,754,659) | |||||
Balance – June 30, 2021 at Mar. 31, 2020 | $ 2,971,625 | $ 1,099 | 49,826,064 | (47,168,029) | 5,630,759 | ||
Balance, shares at Mar. 31, 2020 | 3,563 | 10,979,768 | |||||
Balance - March 31, 2021 at Dec. 31, 2019 | $ 4,816,485 | $ 330 | 41,823,048 | (43,413,370) | 3,226,493 | ||
Balance, shares at Dec. 31, 2019 | 1,268 | 5,775 | 3,300,015 | ||||
Net loss | (6,273,817) | ||||||
Balance – June 30, 2021 at Jun. 30, 2020 | $ 3,842 | 75,421,130 | (49,687,187) | 25,737,785 | |||
Balance, shares at Jun. 30, 2020 | 38,414,631 | ||||||
Balance - March 31, 2021 at Dec. 31, 2019 | $ 4,816,485 | $ 330 | 41,823,048 | (43,413,370) | 3,226,493 | ||
Balance, shares at Dec. 31, 2019 | 1,268 | 5,775 | 3,300,015 | ||||
Balance – June 30, 2021 at Dec. 31, 2020 | $ 4,392 | 80,103,653 | (60,761,992) | 19,346,053 | |||
Balance, shares at Dec. 31, 2020 | 43,918,831 | ||||||
Balance - March 31, 2021 at Mar. 31, 2020 | $ 2,971,625 | $ 1,099 | 49,826,064 | (47,168,029) | 5,630,759 | ||
Balance, shares at Mar. 31, 2020 | 3,563 | 10,979,768 | |||||
Issuance of common stock upon conversion of convertible notes payable | $ 320 | 3,091,965 | 3,092,285 | ||||
Balance, shares | 3,200,000 | ||||||
Issuance of common stock and warrants | $ 2,070 | 18,731,930 | 18,734,000 | ||||
Balance, shares | 20,700,000 | ||||||
Issuance of common stock upon exercise of warrants | $ 3 | (3) | |||||
Balance, shares | 33,437 | ||||||
Issuance of common stock upon conversion of Series D Preferred Stock | $ (2,971,625) | $ 314 | 2,971,311 | ||||
Balance, shares | (3,563) | 3,141,426 | |||||
Issuance of common stock for services | $ 36 | 572,364 | 572,400 | ||||
Balance, shares | 360,000 | ||||||
Stock based compensation expense | 227,499 | 227,499 | |||||
Net loss | (2,519,158) | (2,519,158) | |||||
Balance – June 30, 2021 at Jun. 30, 2020 | $ 3,842 | 75,421,130 | (49,687,187) | 25,737,785 | |||
Balance, shares at Jun. 30, 2020 | 38,414,631 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 4,392 | 80,103,653 | (60,761,992) | 19,346,053 | |||
Balance, shares at Dec. 31, 2020 | 43,918,831 | ||||||
Issuance of common stock upon conversion of warrants | $ 541 | 5,407,999 | 5,408,540 | ||||
Balance, shares | 5,408,540 | ||||||
Issuance of common stock for services | $ 15 | 188,985 | 189,000 | ||||
Balance, shares | 150,000 | ||||||
Issuance of common stock | $ 3,213 | 39,071,177 | 39,074,390 | ||||
Balance, shares | 32,127,914 | ||||||
Stock based compensation expense | 81,537 | 81,537 | |||||
Net loss | (6,053,659) | (6,053,659) | |||||
Balance – June 30, 2021 at Mar. 31, 2021 | $ 8,161 | 124,853,351 | (66,815,651) | 58,045,861 | |||
Balance, shares at Mar. 31, 2021 | 81,605,285 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 4,392 | 80,103,653 | (60,761,992) | 19,346,053 | |||
Balance, shares at Dec. 31, 2020 | 43,918,831 | ||||||
Net loss | (13,476,085) | ||||||
Balance – June 30, 2021 at Jun. 30, 2021 | $ 8,161 | 124,934,890 | (74,238,077) | 50,704,974 | |||
Balance, shares at Jun. 30, 2021 | 81,605,285 | ||||||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 8,161 | 124,853,351 | (66,815,651) | 58,045,861 | |||
Balance, shares at Mar. 31, 2021 | 81,605,285 | ||||||
Issuance of common stock upon conversion of Series D Preferred Stock | 81,539 | 81,539 | |||||
Stock based compensation expense | |||||||
Net loss | (7,422,426) | (7,422,426) | |||||
Balance – June 30, 2021 at Jun. 30, 2021 | $ 8,161 | $ 124,934,890 | $ (74,238,077) | $ 50,704,974 | |||
Balance, shares at Jun. 30, 2021 | 81,605,285 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (13,476,085) | $ (6,273,817) |
Adjustments to reconcile from net loss to net cash used in operating activities: | ||
Depreciation | 644,098 | 217,631 |
Amortization of debt discount and debt issuance cost | 448,908 | |
Stock-based compensation expense | 163,076 | 323,989 |
Amortization of capitalized contract costs | 213,353 | |
Common stock issued for services | 189,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable, net | (2,516,523) | (1,011,022) |
Factor receivables, net | 807,648 | (214,322) |
Inventory | (9,663,833) | 359,902 |
Prepaid assets | (1,000,242) | (966,196) |
Other assets | (186,849) | (5,000) |
Accounts payable | 2,054,064 | (431,819) |
Accrued expenses | 162,572 | 39,888 |
Net cash used in operating activities | (22,609,721) | (7,511,858) |
Cash flows from investing activities: | ||
Proceeds from note receivable | 3,000,000 | |
Advance for property and equipment | (250,000) | |
Purchases of property and equipment | (4,088,199) | (786,329) |
Net cash provided by (used in) investing activities | (4,088,199) | 1,963,671 |
Cash flows from financing activities: | ||
Proceeds from sales of common stock and warrants, net of costs | 28,122,740 | |
Proceeds from exercise of warrants | 5,408,540 | |
Proceeds from issuance of stock, net of costs | 39,911,415 | |
Proceeds from factor loan payable | 169,223 | |
Repayments of factor loan payable | (590,950) | |
Repayments of Series D Preferred Stock | (3,140,154) | |
Net cash provided by financing activities | 44,729,005 | 25,151,809 |
Net increase in cash | 18,031,085 | 19,603,622 |
Cash, beginning of period | 2,194,850 | 25,063 |
Cash, end of period | 20,225,935 | 19,628,685 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Cashless exercise of warrants | 244 | |
Conversion of Series C Preferred Stock to common stock | 13 | |
Conversion of convertible notes payable to common stock | 2,906,134 | |
Conversion of Series D Preferred Stock to common stock | 2,971,311 | |
Issuance of common stock for prepaid services | $ 572,400 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION General The unaudited condensed consolidated financial statements of ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 should be read in conjunction with the financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities Exchange Commission (“SEC”) on March 26, 2021 and can also be found on the Company’s website (www.toughbuilt.com). ToughBuilt was incorporated under the laws of the State of Nevada on April 9, 2012 under the name Phalanx, Inc., and on December 29, 2015, Phalanx, Inc. changed its name to ToughBuilt Industries, Inc. On April 15, 2020, the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. Nature of Operations In these notes, the terms “we,” “our,” “ours,” “us,” “it,” “its,” “ToughBuilt,” and the “Company” refer to ToughBuilt Industries, Inc., a Nevada corporation. The Company designs and distributes tools and accessories to the home improvement community and the building industry. The Company aspires to augment brand loyalty in part from the enlightened creativity of its end users throughout the global tool market industry. The Company holds exclusive patents and licenses to develop, manufacture, market and distribute various home improvement and construction product lines for both Do-it-Yourself (“DIY”) and professional trade markets under the TOUGHBUILT® brand name. TOUGHBUILT distributes products in the following categories, all designed and engineered in the United States and manufactured by third party vendors in China, with manufacturing being brought online in India and the Philippines: ● tool belts, tool bags and other personal tool organizer products; ● complete line of knee pads for various construction applications; and ● job-site tools and material support products consisting of a full line of miter-saws and table saw stands, saw horses/job site tables and roller stands. On February 24, 2020, the Company closed on the public offering of 0.445 912,250 4.5 49.45 2.4725 9,472,250 On June 12, 2020, the Company closed on the public offering of 1.7 1,683,000 19 20.7 19,017,000 On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First Form S-3”) for the offer and sale shares of common stock having an aggregate value of $ 8,721,746 16,200,000 14.9 On February 2, 2021, the Company terminated the First S-3 and filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by the Company of up to $ 100,000,000 100,000,000 19,763,121 18,616,339 During January to June 2021, the Company has raised approximately $ 22,800,000 17,165,775 As of June 30, 2021, the Company has sold an aggregate of 35,782,113 42,563,121 Risk and Uncertainty Concerning Covid-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All of our Chinese facilities were temporarily closed for a period of time. Most of these facilities have been reopened. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity As of June 30, 2021, the Company’s principal sources of liquidity consisted of approximately $ 20.2 million of cash and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying consolidated financial statements. The Company continues to control its cash expenses as a percentage of expected revenue on an annual basis and thus may use its cash balances in the short-term to invest in revenue growth. Based on current internal projections, the Company believes it has and/or will generate sufficient cash for its operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying consolidated financial statements. Management is focused on growing the Company’s existing product offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying consolidated financial statements. On July 14, 2021, the Company raised gross proceeds of $ 40,000,000 The net proceeds to the Company from the offering were approximately $ 36,325,000 Basis of Presentation These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP) and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim consolidated condensed financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended June 30, 2021 and 2020; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements on Form 10-Q, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period. The information included in this Quarterly Report on Form 10-Q should be read in connection with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Toughbuilt Industries UK Limited. All intercompany balances and transaction are eliminated. Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported total assets or net loss. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did no Accounts Receivable Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At June 30, 2021 and December 31, 2020, no The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with Accounting Standards Codification (“ASC”) 860, “ Transfers and Servicing 13,000 Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At June 30, 2021 and 2020, there were no Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from three seven Long-lived Assets In accordance with ASC 360, “ Property, Plant, and Equipment, No Fair Value of Financial Instruments and Fair Value Measurements The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). ● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. ● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company had no instruments requiring such valuation as of June 30, 2021 and December 31, 2020. Revenue Recognition The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers Income Taxes The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020. The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes,” as of January 1, 2021. 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 adoption of this guidance did not have a material impact on its financial statements. Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “ Share-Based Payment Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance. Loss Per Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” SCHEDULE OF EARNING PER SHARE 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss computation of basic and diluted net loss per common share: Net loss $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (6,273,817 ) Less: Redemption of Series D Preferred Stock deemed dividend - - - (1,295,294 ) Less: Common stock deemed dividend (inducement cost) - - - - Net loss attributable to common stockholders $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (7,569,111 ) Basic and diluted net loss per share: Basic and diluted net loss per common share $ (0.09 ) (0.11 ) (0.18 ) (0.49 ) Basic and diluted weighted average common shares outstanding 81,605,285 22,209,152 74,638,153 15,440,558 Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of June 30, (in common equivalent shares): SCHEDULE OF POTENTIAL DILUTIVE SECURITIES 2021 2020 Warrants 16,516,562 21,925,102 Series A & B Notes - 213,105 Options and restricted stock units 203,135 1,018,853 Total anti-dilutive weighted average shares 16,719,697 23,157,060 No Segment Reporting The Company operates one Advertising Advertising costs are expensed as incurred. Advertising expense for the three months ended June 30, 2021 and 2020 amounted to $ 2,074,740 242,534 4,226,411 484,434 Patents Legal fees and similar costs incurred relating to patents are capitalized and are amortized over their estimated useful life once determined. Such costs amounted to $ 187,329 Recent Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended. In February 2016, the FASB issued ASU 2016-02, “ Leases In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. |
FACTOR RECEIVABLES, LETTERS OF
FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Factor Receivables Letters Of Credit Payable And Loan Payable | |
FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE | NOTE 3: FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE In April 2013, the Company entered into a financing arrangement with a third-party purchase order financing company (the “Factor”), whereby the Company assigned to the Factor selected sales orders from its customers in exchange for opening a letter of credit (“LC”) with its vendors to manufacture its products. The Company paid an initial fixed fee of 5% of the cost of products it purchased from the vendor upon opening the LC, and 1% each 30 days thereafter, after the LC is funded by the Factor until such time as the Factor receives the payment from the Company’s customers. 13,000 0 807,648 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4: PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Furniture $ 272,886 $ 183,672 Computers 734,006 586,749 Production equipment 202,380 182,446 Automobile and transportation 635,542 635,542 Tooling and molds 3,824,997 1,989,366 Application development 1,122,236 93,435 Website design 622,948 507,088 Leasehold Improvements 403,751 42,249 Steelbox 490,000 - Less: accumulated depreciation (1,797,721 ) (1,153,623 ) Property and Equipment, net $ 6,511,025 $ 3,066,924 Depreciation and capitalized costs with respect thereto consists of the following: SCHEDULE OF DEPRECIATION AND CAPITALIZED COSTS 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation expense $ 348,082 $ 132,707 $ 644,098 $ 217,631 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES On January 3, 2017, the Company executed a non-cancellable operating lease for its principal office with the lease commencing February 1, 2017 for a five ( 5 29,297 22.54 6,201 The Company entered into a lease for office space at 8669 Research Drive, in Irvine, CA, which is to replace the current corporate headquarters. The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $ 25,200 29,480 68,128 Future minimum lease and other commitments of the Company are as follows: SCHEDULE OF FUTURE MINIMUM LEASE COMMITMENTS For the years ending December 31, Building leases 2021 (remaining) $ 252,225 2022 343,821 2023 341,653 2024 358,085 Thereafter 89,521 Total $ 1,385,305 The Company recorded rent expense of $ 222,384 121,806 438,937 327,894 83,334 83,334 166,668 166,668 Employment Agreements with Officers On January 3, 2017, the Company entered into an employment agreement with its President and Chief Executive Officer for a five 50,000 350,000 10 125,000 10.00 On January 3, 2017, the Company entered into an employment agreement with its Vice-President of Design and Development for a five 35,000 250,000 10 On January 3, 2017, the Company entered into an employment agreement with its Chief Operating Officer and Secretary for a three 180,000 10 The Company’s former Chief Financial Officer was appointed on June 14, 2019, with whom the Company entered into a verbal consulting arrangement at $ 10,000 Effective July 1, 2020, the Company and the Chief Financial Officer agreed to a salary of $ 230,000 The employment agreements also entitle the officers to receive, among other benefits, the following compensation: (i) eligibility to receive an annual cash bonus at the sole discretion of the Board and as determined by the Compensation Committee commensurate with the policies and practices applicable to other senior executive officers of the Company; (ii) an opportunity to participate in any stock option, performance share, performance unit or other equity based long-term incentive compensation plan commensurate with the terms and conditions applicable to other senior executive officers and (iii) participation in benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent available to the Company’s other senior executive officers. Litigation Costs and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. Edwin Minassian v. Michael Panosian and Toughbuilt Industries, Inc., Los Angeles Superior Court Case No. EC065533. On August 16, 2016, Plaintiff Edwin Minassian filed a complaint against Defendants ToughBuilt Industries, Inc. (the “Company”) and Michael Panosian in the Superior Court of California, County of Los Angeles, Case No. EC065533. The complaint alleges breach of oral contracts to pay Plaintiff for consulting and finder’s fees, and to hire him as an employee. The complaint further alleged claims of fraud and misrepresentation relating to an alleged payment in exchange for stock in the Company. The complaint seeks unspecified monetary damages, declaratory relief, stock in the Company, and other relief according to proof. On April 12, 2018, the Court entered judgments of default against the Company and Mr. Panosian in the amounts of $ 7,080 235,542 7 The Company and Panosian satisfied the judgments on September 14, 2018 by payment of $ 252,949 376,367 On October 1, 2019, the Second Appellate District of the California Court of Appeal issued its opinion reversing the trial court’s order denying ToughBuilt’s motion for relief from the default judgment and directing the trial court to grant ToughBuilt’s motion for relief, including allowing Toughbuilt to file an Answer and contest Minassian’s claims. The appellate court recently issued a remittitur officially transferring the matter from the appellate court back to the trial court for further proceedings consistent with its ruling, and the Company and Panosian have filed an Answer to the Complaint. The trial court has not yet set a trial date, and discovery in this case is just now beginning. The Company intends to vigorously defend the Complaint and seek to recover the compensation and stock previously paid to satisfy the now vacated default judgment. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation. Minassian seeks damages and stock based on a breach of an alleged oral agreement. Discovery is presently ongoing. In addition, Plaintiff Minassian is in violation of a court order for restitution and the Company is engaged in collection efforts to enforce that order. A trial date has been set for April 25, 2022. Design 1 st On November 26, 2019, Claimant Design 1 st 169,094 394,956 The arbitration hearing occurred in April 2021. On July 14, 2021, the arbitrator concluded that neither party was entitled to prevail on their respective claims and rejected all counterclaims. Both parties are required to bear all fees and incurred in connection with the arbitration. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT) At June 30, 2021 and December 31, 2020, the Company had 200,000,000 200,000,000 4,268 0.0001 5,775 14 1,000 Common Stock and Preferred Stock On February 24, 2020, the Company closed on the public offering of 0.445 912,250 4.5 49.45 2.4725 9,472,250 On June 12, 2020, the Company closed on the public offering of 1.7 1,683,000 19 20.7 19,017,000 During 2020, 1,268 126,800 3,563 3,141,426 During 2020, $ 3,200,000 During 2020, the Company granted 360,000 On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First Form S-3”) for the offer and sale shares of common stock having an aggregate value of $ 8,721,746 16,200,000 14.9 On February 2, 2021, the Company filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second Form S-3”) containing a base prospectus covering the offering, issuance and sale by us of up to $ 100,000,000 100,000,000 During January to March 2021, the Company has raised approximately $ 22,800,000 17,165,775 As of June 30, 2021, the Company has sold an aggregate of 35,782,113 42,563,121 On March 26, 2021, the Company filed with the Nevada Secretary of State a certificate of designation therein establishing the Series E Preferred Stock consisting of fifteen (15) shares, and the Company issued nine ( 9 Warrants Placement Agent Warrants The Company has issued an aggregate of 24,758 120 4,758 10 20,000 October 17, 2021 September 4, 2023 As of June 30, 2021 and December 31, 2020, 20,000 10 4,437 120 Class B Warrants The holders of the Class B Warrants did not exercise any of their warrants during the six months ended June 30, 2021. Class B Warrants have an exercise price of $ 120.00 As of June 30, 2021 and December 31, 2020, the Company had 26,550 Series A Warrants and Series B Warrants On January 24, 2019, the Company entered into an exchange agreement with two institutional investors pursuant to which these investors exercised Series A Warrants to purchase 42,412 2,172,680 159,958 50,894 50,894 36.70 Each warrant expires on the fifth anniversary of the original issuance date As of June 30, 2021 and December 31, 2020, the Company had 519,001 2020 Offering Warrants In the January 28, 2020 public offering, the Company sold 49.45 the Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 5,408,540 As of June 30, 2021, the Company had 15,371,574 Exchange As disclosed in Note 9, on November 20, 2020, the Company and the investor entered into an exchange agreement and issued a warrant to purchase up to an aggregate of 575,000 1.00 August 20, 2024 Equity Incentive Plans The 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (the “2016 Plan”) was adopted by the Board of Directors and approved by the shareholders on July 6, 2016. The awards per 2016 Plan may be granted through July 5, 2026 to the Company’s employees, consultants, directors and non-employee directors provided such consultants, directors and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raising transaction. The maximum number of shares of our common stock that may be issued under the 2016 Plan is 200,000 12,500 On January 3, 2017, the Board of Directors of the Company approved and granted to the President/Chief Executive Officer of the Company, an option to purchase 12,500 100.00 4 25 448,861 . The Company recorded compensation expense of $ 28,054 56,108 3.060 1.72 315.83 The 2018 Equity Incentive Plan Effective July 1, 2018, the Board of Directors and the stockholders of the Company approved and adopted the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan supplements, and does not replace, the existing 2016 Equity Incentive Plan. Awards may be granted under the 2018 Plan through June 30, 2023 to the Company’s employees, officers, consultants, and non-employee directors. The maximum number of shares of our common stock that may be issued under the 2018 Plan is 3.5 million ( 3,500,000 no employee will be eligible to receive more than 350,000 10 100,000 100,000 200,000 2,000,000 100,000 25 25 1,241,417 3.90 4.29 1.9 40 On April 4, 2020, the Company granted 90,635 33 34 33 144,110 The Company recorded compensation expense of $ 81,539 199,446 214,241 1.53 |
REVENUE RECOGNITION AND RESERVE
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES | NOTE 7: REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenue is recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, because revenue is recognized at the point in time goods are sold to customers, there are no contract asset or contract liability balances. The Company does not disclose remaining performance obligations related to contracts with durations of one year or less as allowed by the practical expedient applicable to such contracts. The Company disaggregates its revenues by major geographic region. See Note 8, Concentrations, Geographic Data, and Sales by Major Customers, for further information. The Company accounts for fees paid to Amazon for products sold through its Amazon Stores as operating expense. The Company offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determining the transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenue. Other discounts and allowances can vary and are determined at management’s discretion (variable consideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-moving merchandise, and consequently accrues an allowance based on historic credits and management estimates. Further, the Company allows sales returns, consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal. The Company also participates in cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange for customer purchased advertising that features the Company’s products. Generally, these allowances range from 2 5 Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore, the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. The Company has also elected to adopt the practical expedient related to shipping and handling fees which allows the Company to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. Therefore, shipping and handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred During 2020, the Company incurred costs to obtain a contract. Such costs amounted to $ 853,412 213,353 The Company’s reserve for sales returns and allowances amounted to $ 13,000 |
CONCENTRATIONS
CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 8: CONCENTRATIONS Concentration of Purchase Order Financing SCHEDULE OF CONCENTRATION RISK PERCENTAGE The Company used a third-party financing company for the quarters ended June 30, 2021which provided letters of credit to vendors for a fee against the purchase orders received by the Company for sale of products to its customers. The letters of credit were issued to the vendors to manufacture Company’s products pursuant to the purchase orders received by the Company. Concentration of Customers For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following concentrations of customers: Percentage of revenues for the Percentage of revenues for the Percentage of accounts Three Months Ended Six Months Ended receivables as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Customer 1 37 % 0 % 37 % 0 % 34 % 39 % Customer 2 16 % 18 % 17 % 21 % 12 % 6 % Customer 3 7 % 20 % 8 % 20 % 3 % 16 % Customer 4 9 % 19 % 9 % 19 % 12 % 8 % Concentration of Suppliers For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following concentrations of suppliers: Percentage of purchases for the Percentage of purchases for the Percentage of accounts Three Months Ended Six Months Ended payable as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Supplier 1 37 % 22 % 34 % 20 % 38 % 16 % Supplier 2 14 % 34 % 18 % 30 % 13 % 15 % Supplier 3 9 % 12 % 10 % 14 % 8 % 6 % Supplier 4 21 % 0 % 18 % 0 % 23 % 0 % Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2021 and 2020. The Company’s bank balances exceeded FDIC insured amounts at times during the six months ended June 30, 2021 and 2020. The Company’s bank balance exceeded the FDIC insured amounts as of June 30, 2021 by approximately $ 20 Geographic Concentration SCHEDULE OF GEOGRAPHICAL DISTRIBUTION OF REVENUE PERCENTAGE For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following geographic concentrations: Percentage of revenues for the Percentage of revenues for the Percentage of accounts Three Months Ended Six Months Ended receivables as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Australia 3 % 7 % 0 % 6 % 1 % 2 % Canada 4 % 6 % 4 % 7 % 6 % 5 % Europe 14 % 9 11 % 9 % 15 % 10 % United States of America 74 % 64 % 78 % 69 % 76 % 82 % Other 5 % 14 % 7 % 10 % 1 % 2 % |
SENIOR SECURED CONVERTIBLE NOTE
SENIOR SECURED CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED CONVERTIBLE NOTES | NOTE 9: SENIOR SECURED CONVERTIBLE NOTES On August 19, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which it sold $ 11.5 15 6.72 5 4.78 4.78 15 The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company’s option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company. During 2020, the Company received $ 3,000,000 The Notes are senior secured obligations of the Company secured by a lien on all assets of the Company, bear no interest (unless an event default has occurred and is continuing) and mature on December 31, 2020 The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an “Installment Date”). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock. 50 The shares used to meet a Principal Repayment (“Installment Shares”) would be valued at a conversion price calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the 20 85 0.10 All amortization payments shall be subject to the Investors’ right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $ 500,000 40 Upon completion of a Change of Control, the Holders may require the Company to purchase any outstanding Notes in cash at 125 Prior to all outstanding amounts under the Note being repaid in full, the Company will not create any new encumbrances on any of its or its subsidiaries’ assets without the prior written consent of the Lender, with a carve out for a working capital facility of which the details are to be determined. The Notes shall also be subject to standard events of default and remedies therefor. The Company filed a registration statement (“Effectiveness Date”) on Form S-1 (file No: 333-233655) covering the resale of the shares underlying the Series A Note, the Series B Note and Warrants which was declared effective by the SEC on October 15, 2019. In connection with the granting of the Notes, the Company shall issue detachable warrants to the Investor, exercisable in whole or in part at any time during the five years from the date of issuance, in amount equal to 50 1.00 575,000 Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance. On December 23, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which the investor is exchanging $ 5.5 5,775 During the year ended December 31, 2020, the Company received $ 3,000,000 3,200,000 On November 20, 2020, the Company and the investor entered into an exchange agreement (the “Exchange Agreement”) whereas the investor exchanged the balance of $ 2,131,050 744,972 1,850,000 575,000 1.00 1,480,000 1,810,712 During April 2020, the Company entered into a promissory note with an approved lender in the principal amount of $ 399,300 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS Management has evaluated subsequent events through August 16, 2021, the date which the condensed consolidated financial statements were issued noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosures. Registered Direct Offering on Form S-3 As previously reported by the Company on Form 8-K filed with the SEC on July 14, 2021, on July 11, 2021, the Company entered into a Securities Purchase Agreement, dated July 11, 2021 (the “Agreement”) with several institutional and accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 46,029,920 23,014,960 0.869 40,000,000 0.81 The net proceeds to the Company from the Offering were approximately $ 36,325,000 Pursuant to an engagement letter, dated July 10, 2021 (the “Engagement Letter”), with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent a cash fee equal to 7.0 0.5 25,000 50,000 15,950 Also pursuant to the Engagement Letter, the Company, in connection with the Offering, issued to the Placement Agent or its designees warrants to purchase an aggregate of 2,761,795 common stock (which represents 6.0% of the Shares sold to investors in the Offering) at an exercise price equal to 125% of the offering price in the offering, or $ 1.08625 The Shares sold under the Agreement, the issuance of the Warrants and the Placement Agent Warrants, and the shares issuable pursuant to the Warrants and the Placement Agent Warrants (the “Warrant Shares”) were offered and sold pursuant to the Company through a prospectus supplement pursuant to the Company’s shelf registration statement on Form S-3 (File No: 333-252630), which was initially filed on February 2, 2021, and declared effective by the Securities and Exchange Commission (the “SEC”) on February 8, 2021 (the “Registration Statement”). The Company has filed with the SEC the prospectus supplement, together with the accompanying base prospectus, used in connection with the offer and sale of the securities. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash | Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did no |
Accounts Receivable | Accounts Receivable Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At June 30, 2021 and December 31, 2020, no The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with Accounting Standards Codification (“ASC”) 860, “ Transfers and Servicing 13,000 |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At June 30, 2021 and 2020, there were no |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from three seven |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, “ Property, Plant, and Equipment, No |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). ● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. ● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company had no instruments requiring such valuation as of June 30, 2021 and December 31, 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers |
Income Taxes | Income Taxes The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020. The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes,” as of January 1, 2021. 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 adoption of this guidance did not have a material impact on its financial statements. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “ Share-Based Payment Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance. |
Per Share | Loss Per Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” SCHEDULE OF EARNING PER SHARE 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss computation of basic and diluted net loss per common share: Net loss $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (6,273,817 ) Less: Redemption of Series D Preferred Stock deemed dividend - - - (1,295,294 ) Less: Common stock deemed dividend (inducement cost) - - - - Net loss attributable to common stockholders $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (7,569,111 ) Basic and diluted net loss per share: Basic and diluted net loss per common share $ (0.09 ) (0.11 ) (0.18 ) (0.49 ) Basic and diluted weighted average common shares outstanding 81,605,285 22,209,152 74,638,153 15,440,558 Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of June 30, (in common equivalent shares): SCHEDULE OF POTENTIAL DILUTIVE SECURITIES 2021 2020 Warrants 16,516,562 21,925,102 Series A & B Notes - 213,105 Options and restricted stock units 203,135 1,018,853 Total anti-dilutive weighted average shares 16,719,697 23,157,060 |
No Segment Reporting | No Segment Reporting The Company operates one Advertising Advertising costs are expensed as incurred. Advertising expense for the three months ended June 30, 2021 and 2020 amounted to $ 2,074,740 242,534 4,226,411 484,434 Patents Legal fees and similar costs incurred relating to patents are capitalized and are amortized over their estimated useful life once determined. Such costs amounted to $ 187,329 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended. In February 2016, the FASB issued ASU 2016-02, “ Leases In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EARNING PER SHARE | The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” SCHEDULE OF EARNING PER SHARE 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss computation of basic and diluted net loss per common share: Net loss $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (6,273,817 ) Less: Redemption of Series D Preferred Stock deemed dividend - - - (1,295,294 ) Less: Common stock deemed dividend (inducement cost) - - - - Net loss attributable to common stockholders $ (7,422,426 ) (2,519,158 ) $ (13,476,085 ) $ (7,569,111 ) Basic and diluted net loss per share: Basic and diluted net loss per common share $ (0.09 ) (0.11 ) (0.18 ) (0.49 ) Basic and diluted weighted average common shares outstanding 81,605,285 22,209,152 74,638,153 15,440,558 |
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES | Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of June 30, (in common equivalent shares): SCHEDULE OF POTENTIAL DILUTIVE SECURITIES 2021 2020 Warrants 16,516,562 21,925,102 Series A & B Notes - 213,105 Options and restricted stock units 203,135 1,018,853 Total anti-dilutive weighted average shares 16,719,697 23,157,060 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Furniture $ 272,886 $ 183,672 Computers 734,006 586,749 Production equipment 202,380 182,446 Automobile and transportation 635,542 635,542 Tooling and molds 3,824,997 1,989,366 Application development 1,122,236 93,435 Website design 622,948 507,088 Leasehold Improvements 403,751 42,249 Steelbox 490,000 - Less: accumulated depreciation (1,797,721 ) (1,153,623 ) Property and Equipment, net $ 6,511,025 $ 3,066,924 |
SCHEDULE OF DEPRECIATION AND CAPITALIZED COSTS | Depreciation and capitalized costs with respect thereto consists of the following: SCHEDULE OF DEPRECIATION AND CAPITALIZED COSTS 2021 2020 2021 2020 Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation expense $ 348,082 $ 132,707 $ 644,098 $ 217,631 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE COMMITMENTS | Future minimum lease and other commitments of the Company are as follows: SCHEDULE OF FUTURE MINIMUM LEASE COMMITMENTS For the years ending December 31, Building leases 2021 (remaining) $ 252,225 2022 343,821 2023 341,653 2024 358,085 Thereafter 89,521 Total $ 1,385,305 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION RISK PERCENTAGE | Concentration of Purchase Order Financing SCHEDULE OF CONCENTRATION RISK PERCENTAGE The Company used a third-party financing company for the quarters ended June 30, 2021which provided letters of credit to vendors for a fee against the purchase orders received by the Company for sale of products to its customers. The letters of credit were issued to the vendors to manufacture Company’s products pursuant to the purchase orders received by the Company. Concentration of Customers For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following concentrations of customers: Percentage of revenues for the Percentage of revenues for the Percentage of accounts Three Months Ended Six Months Ended receivables as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Customer 1 37 % 0 % 37 % 0 % 34 % 39 % Customer 2 16 % 18 % 17 % 21 % 12 % 6 % Customer 3 7 % 20 % 8 % 20 % 3 % 16 % Customer 4 9 % 19 % 9 % 19 % 12 % 8 % Concentration of Suppliers For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following concentrations of suppliers: Percentage of purchases for the Percentage of purchases for the Percentage of accounts Three Months Ended Six Months Ended payable as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Supplier 1 37 % 22 % 34 % 20 % 38 % 16 % Supplier 2 14 % 34 % 18 % 30 % 13 % 15 % Supplier 3 9 % 12 % 10 % 14 % 8 % 6 % Supplier 4 21 % 0 % 18 % 0 % 23 % 0 % |
SCHEDULE OF GEOGRAPHICAL DISTRIBUTION OF REVENUE PERCENTAGE | Geographic Concentration SCHEDULE OF GEOGRAPHICAL DISTRIBUTION OF REVENUE PERCENTAGE For the three and six months ended June 30, 2021 and 2020, respectively, the Company had the following geographic concentrations: Percentage of revenues for the Percentage of revenues for the Percentage of accounts Three Months Ended Six Months Ended receivables as of June 30, June 30, June 30, December 31, 2021 2020 2021 2020 2021 2020 Australia 3 % 7 % 0 % 6 % 1 % 2 % Canada 4 % 6 % 4 % 7 % 6 % 5 % Europe 14 % 9 11 % 9 % 15 % 10 % United States of America 74 % 64 % 78 % 69 % 76 % 82 % Other 5 % 14 % 7 % 10 % 1 % 2 % |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jul. 14, 2021 | Feb. 02, 2021 | Jan. 19, 2021 | Jun. 12, 2020 | Jun. 02, 2020 | Apr. 15, 2020 | Feb. 24, 2020 | Jan. 28, 2020 | Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Reverse stock split, description | the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. | |||||||||||||
Proceeds from issuance of common stock | $ 39,911,415 | |||||||||||||
Cash | 20,225,935 | $ 2,194,850 | ||||||||||||
At The Market Offering Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 14,900,000 | |||||||||||||
Proceeds from issuance of common stock | $ 40,000,000 | $ 8,721,746 | $ 36,325,000 | |||||||||||
Proceeds from issuance of common stock | $ 16,200,000 | |||||||||||||
Second At The Market Offering Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 18,616,339 | 17,165,775 | 17,165,775 | |||||||||||
Proceeds from issuance of common stock | $ 100,000,000 | |||||||||||||
Proceeds from issuance of common stock | $ 19,763,121 | $ 22,800,000 | $ 22,800,000 | |||||||||||
First S-3 and Second S-3 [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 35,782,113 | |||||||||||||
Proceeds from issuance of common stock | $ 42,563,121 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 32,127,914 | |||||||||||||
Public Offering [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 1,700,000 | 445,000 | ||||||||||||
Proceeds from initial public offering | $ 1,683,000 | $ 912,250 | $ 9,472,250 | |||||||||||
Number of warrants exercisable | 2,472,500 | |||||||||||||
Public Offering [Member] | Common Stock [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 19,000,000 | 445,000 | 4,500,000 | |||||||||||
Proceeds from initial public offering | $ 912,250 | |||||||||||||
Public Offering [Member] | Warrant [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued | 20,700,000 | 49,450,000 | ||||||||||||
Proceeds from initial public offering | $ 19,017,000 |
SCHEDULE OF EARNING PER SHARE (
SCHEDULE OF EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ (7,422,426) | $ (6,053,659) | $ (2,519,158) | $ (3,754,659) | $ (13,476,085) | $ (6,273,817) |
Less: Redemption of Series D Preferred Stock deemed dividend | (1,295,294) | |||||
Less: Common stock deemed dividend (inducement cost) | ||||||
Net loss attributable to common stockholders | $ (7,422,426) | $ (2,519,158) | $ (13,476,085) | $ (7,569,111) | ||
Basic and diluted net loss per common share | $ (0.09) | $ (0.11) | $ (0.18) | $ (0.49) | ||
Basic and diluted weighted average common shares outstanding | 81,605,285 | 22,209,152 | 74,638,153 | 15,440,558 |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 16,719,697 | 23,157,060 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 16,516,562 | 21,925,102 |
Series A and Series B Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 213,105 | |
Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 203,135 | 1,018,853 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Segment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Allowance for doubtful accounts | 0 | 0 | 0 | ||
Allowances for sales discount | 13,000 | 13,000 | 13,000 | ||
Inventory reserves for obsolete | 0 | 0 | $ 0 | ||
Impairment loss | $ 0 | $ 0 | |||
Number of reportable segment | Segment | 1 | ||||
Advertising expenses | $ 2,074,740 | $ 242,534 | $ 4,226,411 | $ 484,434 | |
Patents [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Legal fees | $ 187,329 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property plant and equipment | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life of property plant and equipment | 7 years |
FACTOR RECEIVABLES, LETTERS O_2
FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Factor Receivables Letters Of Credit Payable And Loan Payable | ||
Fixed fee description | The Company paid an initial fixed fee of 5% of the cost of products it purchased from the vendor upon opening the LC, and 1% each 30 days thereafter, after the LC is funded by the Factor until such time as the Factor receives the payment from the Company’s customers. | |
Factor receivable allowance | $ 13,000 | $ 13,000 |
Factor receivable | $ 807,648 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (1,797,721) | $ (1,153,623) |
Property and Equipment, net | 6,511,025 | 3,066,924 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 272,886 | 183,672 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 734,006 | 586,749 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 202,380 | 182,446 |
Automobile and Transportation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 635,542 | 635,542 |
Tooling And Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 3,824,997 | 1,989,366 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,122,236 | 93,435 |
Website Design [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 622,948 | 507,088 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 403,751 | 42,249 |
Steel Box [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 490,000 |
SCHEDULE OF DEPRECIATION AND CA
SCHEDULE OF DEPRECIATION AND CAPITALIZED COSTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 348,082 | $ 132,707 | $ 644,098 | $ 217,631 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE COMMITMENTS (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining) | $ 252,225 |
2022 | 343,821 |
2023 | 341,653 |
2024 | 358,085 |
Thereafter | 89,521 |
Total | $ 1,385,305 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 02, 2020 | Nov. 26, 2019 | Jun. 14, 2019 | Sep. 14, 2018 | Apr. 12, 2018 | Jan. 03, 2017 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 30, 2020 |
Loss Contingencies [Line Items] | ||||||||||||
Operating lease term | 5 years | |||||||||||
Security deposit | $ 29,297 | |||||||||||
Direct costs estimated percentage | 22.54% | |||||||||||
Direct cost lease per month | $ 6,201 | |||||||||||
Lease description | The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020 | |||||||||||
Operating lease rental expense | $ 222,384 | $ 121,806 | $ 438,937 | $ 327,894 | ||||||||
Slotting expense | $ 83,334 | $ 166,668 | $ 83,334 | $ 166,668 | ||||||||
American Arbitration Association [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency, damages sought, value | $ 169,094 | |||||||||||
American Arbitration Association [Member] | Cross-Demand [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency, damages sought, value | $ 394,956 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Annual base salary | $ 230,000 | |||||||||||
Michael Panosian [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency, damages sought, value | $ 7,080 | |||||||||||
Edwin Minassian [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency, damages sought, value | $ 235,542 | |||||||||||
Ownership percentage | 7.00% | |||||||||||
Loss contingency, damages awarded, value | $ 252,949 | |||||||||||
Number of shares issued | 376,367 | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Initial rent paid | $ 68,128 | |||||||||||
Employment Agreement [Member] | President/Chief Executive Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Term of agreement | 5 years | |||||||||||
Sign-on-bonus | $ 50,000 | |||||||||||
Annual base salary | $ 350,000 | |||||||||||
Increase percentage of base salary | 10.00% | |||||||||||
Stock option to purchase shares of common stock | 125,000 | |||||||||||
Stock option exercise price per share | $ 10 | |||||||||||
Employment Agreement [Member] | Vice-President of Design and Development [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Term of agreement | 5 years | |||||||||||
Sign-on-bonus | $ 35,000 | |||||||||||
Annual base salary | $ 250,000 | |||||||||||
Increase percentage of base salary | 10.00% | |||||||||||
Employment Agreement [Member] | Chief Operating Officer and Secretary [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Term of agreement | 3 years | |||||||||||
Annual base salary | $ 180,000 | |||||||||||
Increase percentage of base salary | 10.00% | |||||||||||
Verbal Consulting Arrangement [Member] | Chief Financial Officer [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Annual base salary | $ 10,000 | |||||||||||
April 1, 2020 through March 31, 2025 [Member] | Minimum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Operating lease rental expense | $ 25,200 | |||||||||||
April 1, 2020 through March 31, 2025 [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Operating lease rental expense | $ 29,480 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Jul. 14, 2021 | Mar. 26, 2021 | Feb. 02, 2021 | Jan. 19, 2021 | Jun. 12, 2020 | Jun. 02, 2020 | Apr. 04, 2020 | Feb. 24, 2020 | Jan. 28, 2020 | Jan. 24, 2019 | Sep. 14, 2018 | Jul. 02, 2018 | Jan. 03, 2017 | Jan. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 21, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 20, 2020 | Dec. 21, 2019 | Jun. 09, 2019 | Dec. 31, 2018 | Sep. 12, 2018 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued during the period, value | $ 39,074,390 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 39,911,415 | ||||||||||||||||||||||||||||
Number of warrants issued | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||
Proceeds from warrants exercise | $ 5,408,540 | ||||||||||||||||||||||||||||
Compensation expense | 163,076 | $ 323,989 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Fair value of options | $ 448,861 | ||||||||||||||||||||||||||||
Compensation expense | $ 81,539 | $ 199,446 | |||||||||||||||||||||||||||
Risk-free interest rate | 1.90% | ||||||||||||||||||||||||||||
Volatility rate | 40.00% | ||||||||||||||||||||||||||||
Unrecognized compensation expense | $ 214,241 | $ 214,241 | |||||||||||||||||||||||||||
Compensation expense recognition period | 1 year 6 months 10 days | ||||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2021 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Restricted stock units vesting term percentage | 33.00% | ||||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2022 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Restricted stock units vesting term percentage | 34.00% | ||||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2023 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Restricted stock units vesting term percentage | 33.00% | ||||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share price | $ 4.29 | $ 4.29 | |||||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share price | $ 3.90 | $ 3.90 | |||||||||||||||||||||||||||
At The Market Offering Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 14,900,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of stock | $ 40,000,000 | $ 8,721,746 | $ 36,325,000 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 16,200,000 | ||||||||||||||||||||||||||||
Second At The Market Offering Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 18,616,339 | 17,165,775 | 17,165,775 | ||||||||||||||||||||||||||
Proceeds from issuance of stock | $ 100,000,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | 19,763,121 | $ 22,800,000 | $ 22,800,000 | ||||||||||||||||||||||||||
Offering price | $ 100,000,000 | ||||||||||||||||||||||||||||
First S-3 and Second S-3 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 35,782,113 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 42,563,121 | ||||||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants | $ 1 | ||||||||||||||||||||||||||||
Warrants expiration date | Aug. 20, 2024 | ||||||||||||||||||||||||||||
Warrants to purchase common stock | 575,000 | ||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period for services, shares | 360,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Maximum number of shares eligible to receive by employees | 12,500 | ||||||||||||||||||||||||||||
Number of options to purchase common stock | 12,500 | ||||||||||||||||||||||||||||
Exercise price of options | $ 100 | ||||||||||||||||||||||||||||
Options vesting term | 4 years | ||||||||||||||||||||||||||||
Percentage of vesting of options | 25.00% | ||||||||||||||||||||||||||||
Compensation expense | $ 28,054 | $ 56,108 | |||||||||||||||||||||||||||
Share price | $ 3.060 | $ 3.060 | |||||||||||||||||||||||||||
Risk-free interest rate | 172.00% | ||||||||||||||||||||||||||||
Volatility rate | 315.83% | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2016 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 200,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Eligible to receive common stock shares description | no employee will be eligible to receive more than 350,000 shares of common stock (10% of authorized shares under the 2018 Plan) in any calendar year under the 2018 Plan pursuant to the grant of awards. | ||||||||||||||||||||||||||||
Common stock reserved for future issuance | 100,000 | ||||||||||||||||||||||||||||
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 3,500,000 | ||||||||||||||||||||||||||||
Number of shares employee eligible to receive | 350,000 | ||||||||||||||||||||||||||||
Percentage of shares employee eligible to receive | 10.00% | ||||||||||||||||||||||||||||
Common stock reserved for future issuance | 2,000,000 | 200,000 | |||||||||||||||||||||||||||
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Common stock reserved for future issuance | 100,000 | ||||||||||||||||||||||||||||
Employees and Officers [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of options to purchase common stock | 100,000 | ||||||||||||||||||||||||||||
Percentage of vesting of options | 25.00% | ||||||||||||||||||||||||||||
Fair value of options | $ 1,241,417 | ||||||||||||||||||||||||||||
Employees and Officers [Member] | 2018 Equity Incentive Plan [Member] | Anniversaries of the Grant Date [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Percentage of vesting of options | 25.00% | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 32,127,914 | ||||||||||||||||||||||||||||
Stock issued during the period, value | $ 3,213 | ||||||||||||||||||||||||||||
Conversion of common stock, shares | 126,800 | ||||||||||||||||||||||||||||
Stock issued during period for services, shares | 150,000 | 360,000 | |||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,200,000 | ||||||||||||||||||||||||||||
Placement Agent Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 24,758 | 24,758 | 4,437 | ||||||||||||||||||||||||||
Exercise price of warrants | $ 10 | $ 10 | $ 120 | ||||||||||||||||||||||||||
Placement Agent Warrants One [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 4,758 | 4,758 | |||||||||||||||||||||||||||
Exercise price of warrants | $ 120 | $ 120 | |||||||||||||||||||||||||||
Placement Agent Warrants Two [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 20,000 | 20,000 | |||||||||||||||||||||||||||
Exercise price of warrants | $ 10 | $ 10 | |||||||||||||||||||||||||||
Class B Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 26,550 | 26,550 | |||||||||||||||||||||||||||
Exercise price of warrants | $ 120 | $ 120 | |||||||||||||||||||||||||||
Number of warrants outstanding | 26,550 | ||||||||||||||||||||||||||||
Series A Warrants and Series B Warrants [Member] | Investors [Member] | Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common stock | 42,412 | ||||||||||||||||||||||||||||
Proceeds from warrants exercise | $ 2,172,680 | ||||||||||||||||||||||||||||
Stock issuance cost | $ 159,958 | ||||||||||||||||||||||||||||
Series A Warrants and Series B Warrants One [Member] | Investors [Member] | Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common stock | 50,894 | ||||||||||||||||||||||||||||
Number of shares issued for exercise of warrants | 50,894 | ||||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 519,001 | 519,001 | 519,001 | ||||||||||||||||||||||||||
Exercise price of warrants | $ 36.70 | $ 36.70 | |||||||||||||||||||||||||||
Number of warrants outstanding | 519,001 | 519,001 | 519,001 | ||||||||||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants exercisable shares, description | Each warrant expires on the fifth anniversary of the original issuance date | ||||||||||||||||||||||||||||
2020 Offering Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of warrants issued | 15,371,574 | 15,371,574 | |||||||||||||||||||||||||||
Number of warrants outstanding | 15,371,574 | 15,371,574 | |||||||||||||||||||||||||||
Warrants exercisable shares, description | the Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 million shares of common stock.) | the Company sold 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock).In the June 2, 2020 public offering, the Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 million shares of common stock.) | |||||||||||||||||||||||||||
Number of warrants sold | 20,700,000 | 49.45 | |||||||||||||||||||||||||||
Number of warrants converted to common stock | 5,408,540 | ||||||||||||||||||||||||||||
Restricted Stock Units [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of options to purchase common stock | 144,110 | ||||||||||||||||||||||||||||
Number of restricted stock units granted | 90,635 | ||||||||||||||||||||||||||||
Public Offering [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 1,700,000 | 445,000 | |||||||||||||||||||||||||||
Proceeds from initial public offering | $ 1,683,000 | $ 912,250 | $ 9,472,250 | ||||||||||||||||||||||||||
Number of shares exercisable for warrants | 2.4725 | ||||||||||||||||||||||||||||
Stock issued during the period, value | $ 9,472,250 | ||||||||||||||||||||||||||||
Warrants to purchase common stock | 2,472,500 | ||||||||||||||||||||||||||||
Public Offering [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 19,000,000 | 445,000 | 4,500,000 | ||||||||||||||||||||||||||
Proceeds from initial public offering | $ 912,250 | ||||||||||||||||||||||||||||
Public Offering [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 20,700,000 | 49,450,000 | |||||||||||||||||||||||||||
Proceeds from initial public offering | $ 19,017,000 | ||||||||||||||||||||||||||||
Stock issued during the period, value | $ 19,017,000 | ||||||||||||||||||||||||||||
October 2016 Private Placement [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants expiration date | Oct. 17, 2021 | Oct. 17, 2021 | |||||||||||||||||||||||||||
March 2018 Private Placement [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants expiration date | Sep. 4, 2023 | Sep. 4, 2023 | |||||||||||||||||||||||||||
May 2018 Private Placement [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants expiration date | Sep. 4, 2023 | Sep. 4, 2023 | |||||||||||||||||||||||||||
August 2018 Financing [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants expiration date | Sep. 4, 2023 | Sep. 4, 2023 | |||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 4,268 | 4,268 | 4,268 | ||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued during the period, value | |||||||||||||||||||||||||||||
Conversion of common stock, shares | (1,268) | ||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,775 | 5,775 | 5,775 | ||||||||||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||
Stock issued during the period, value | |||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,775 | ||||||||||||||||||||||||||||
Series E Non Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 14 | 14 | |||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 126,800 | ||||||||||||||||||||||||||||
Conversion of common stock, shares | 1,268 | ||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 3,141,426 | ||||||||||||||||||||||||||||
Conversion of common stock, shares | 3,563 | ||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 15 | 15 | 15 | ||||||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Stock issued during the period, value | |||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Initial public offering, shares | 9 |
REVENUE RECOGNITION AND RESER_2
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ceded Credit Risk [Line Items] | ||
Capitalized contracts costs incurred | $ 853,412 | |
Remaining capitalized contracts costs | 213,353 | |
Revenue recognition reserve for sales returns and allowances | $ 13,000 | $ 13,000 |
Revenue Benchmark [Member] | Minimum [Member] | Customer Concentration Risk [Member] | ||
Ceded Credit Risk [Line Items] | ||
Concentration risk, percentage | 2.00% | |
Revenue Benchmark [Member] | Maximum [Member] | Customer Concentration Risk [Member] | ||
Ceded Credit Risk [Line Items] | ||
Concentration risk, percentage | 5.00% |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK PERCENTAGE (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 37.00% | 0.00% | 37.00% | 0.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 16.00% | 18.00% | 17.00% | 21.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 7.00% | 20.00% | 8.00% | 20.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 9.00% | 19.00% | 9.00% | 19.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 34.00% | 39.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 6.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 3.00% | 16.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 8.00% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 37.00% | 22.00% | 34.00% | 20.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 34.00% | 18.00% | 30.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 9.00% | 12.00% | 10.00% | 14.00% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 4 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 21.00% | 0.00% | 18.00% | 0.00% | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 38.00% | 16.00% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 13.00% | 15.00% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 8.00% | 6.00% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 4 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 23.00% | 0.00% |
SCHEDULE OF GEOGRAPHICAL DISTRI
SCHEDULE OF GEOGRAPHICAL DISTRIBUTION OF REVENUE PERCENTAGE (Details) - Geographic Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
AUSTRALIA | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 3.00% | 7.00% | 0.00% | 6.00% | |
AUSTRALIA | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 1.00% | 2.00% | |||
CANADA | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 4.00% | 6.00% | 4.00% | 7.00% | |
CANADA | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 6.00% | 5.00% | |||
Europe [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 9.00% | 11.00% | 9.00% | |
Europe [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15.00% | 10.00% | |||
North America [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 74.00% | 64.00% | 78.00% | 69.00% | |
North America [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 76.00% | 82.00% | |||
Other [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 5.00% | 14.00% | 7.00% | 10.00% | |
Other [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 1.00% | 2.00% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) $ in Millions | Jun. 30, 2021USD ($) |
Risks and Uncertainties [Abstract] | |
FDIC insured amounts | $ 20 |
SENIOR SECURED CONVERTIBLE NO_2
SENIOR SECURED CONVERTIBLE NOTES (Details Narrative) | Nov. 20, 2020USD ($)$ / sharesshares | Aug. 19, 2019USD ($)integer$ / shares | Dec. 31, 2020USD ($)shares | Jun. 30, 2021shares | Apr. 30, 2020USD ($) | Dec. 23, 2019USD ($) | Dec. 21, 2019shares |
Short-term Debt [Line Items] | |||||||
Promissory note payable date | Dec. 31, 2020 | ||||||
Debt installment, description | The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an “Installment Date”). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock. | ||||||
Debt market price rate | 50.00% | ||||||
Conversion price, description | The shares used to meet a Principal Repayment (“Installment Shares”) would be valued at a conversion price calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the 20 trading days prior to the payment date or (ii) 85% of the VWAP of the trading day prior to payment date (“Installment Price”) with a floor of $ | ||||||
Debt instrument trading days | integer | 20 | ||||||
Debt instrument, convertible percentage | 85.00% | ||||||
Percentage to purchase outstanding notes in cash | 125.00% | ||||||
Debt instrument conversion price | $ / shares | $ 1 | ||||||
Debt issuance, description | Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance. | ||||||
Common Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt conversion, converted instrument | $ 3,200,000 | ||||||
Series D Preferred Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Preferred stock, shares authorized | shares | 5,775 | 5,775 | |||||
Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt installment, description | All amortization payments shall be subject to the Investors’ right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $500,000 per trading day or (b) 40% of the volume traded on a given day as reported by Bloomberg LP | ||||||
Debt market price rate | 40.00% | ||||||
Accelerated conversion shares | integer | 500,000 | ||||||
Warrants conversion price percentage | 50.00% | ||||||
Fair value of warrant liability | $ 575,000 | ||||||
Investor [Member] | Series A Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Promissory note face amount | 6,720,000 | ||||||
Payment of promissory note | $ 5,000,000 | ||||||
Investor [Member] | Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Original issue discount, percentage | 15.00% | ||||||
Promissory note face amount | $ 4,780,000 | ||||||
Payment of promissory note | 4,780,000 | ||||||
Company received amount in connection with note | $ 3,000,000 | ||||||
Board of Directors [Member] | Series D Preferred Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Preferred stock, shares authorized | shares | 5,775 | ||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Cash proceeds on the promissory note | $ 11,500,000 | ||||||
Original issue discount, percentage | 15.00% | ||||||
Description for market capitalization | The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company’s option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company. | ||||||
Exchange Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Number of warrant issued shares | shares | 575,000 | ||||||
Warrants exercise price | $ / shares | $ 1 | ||||||
Exchange Agreement [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Promissory note face amount | $ 5,500,000 | ||||||
Debt conversion, converted instrument | $ 2,131,050 | ||||||
Repayments of debt | $ 744,972 | ||||||
Debt conversion, converted instrument, shares issued | shares | 1,850,000 | ||||||
Number of warrant issued shares | shares | 575,000 | ||||||
Warrants exercise price | $ / shares | $ 1 | ||||||
Note receivable | $ 1,480,000 | ||||||
Gains losses debt | $ 1,810,712 | ||||||
Paycheck Protection Program [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Promissory note face amount | $ 399,300 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Aug. 19, 2019 |
Subsequent Event [Line Items] | ||||
Warrant offering price | $ 1 | |||
Gross proceeds from exercise of warrants | $ 5,408,540 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 46,029,920 | |||
Warrants to purchase common stock | 23,014,960 | |||
Warrant offering price | $ 0.869 | |||
Gross proceeds from exercise of warrants | $ 40,000,000 | |||
Warrants exercise price | $ 0.81 | |||
Proceeds from issuance of stock | $ 36,325,000 | |||
Cash fee equal to gross proceeds | 7.00% | |||
Management fee equal to gross proceeds | 0.50% | |||
Placement agent expenses | $ 25,000 | |||
Legal fee | 50,000 | |||
Clearing fee | $ 15,950 | |||
Subsequent Event [Member] | Engagement Letter [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase common stock | 2,761,795 | |||
Description for market capitalization | common stock (which represents 6.0% of the Shares sold to investors in the Offering) at an exercise price equal to 125% of the offering price in the offering, or $1.08625 (the “Placement Agent Warrants”). The Placement Agent Warrants are immediately exercisable until the fifth anniversary of the commencement of sales of the offering. | |||
Offering price | $ 1.08625 |