Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Registrant Name | OPTI-HARVEST, INC. |
Entity Central Index Key | 0001753945 |
Entity Tax Identification Number | 81-3007305 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1801 Century Park East |
Entity Address, Address Line Two | Suite 520 |
Entity Address, City or Town | Los Angeles |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90067 |
City Area Code | (310) |
Local Phone Number | 788-0200 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1801 Century Park East |
Entity Address, Address Line Two | Suite 520 |
Entity Address, City or Town | Los Angeles |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90067 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash | $ 1,792,000 | $ 403,000 | $ 678,000 |
Accounts receivable | 18,000 | 1,000 | |
Inventory, net of reserve for obsolescence of $60,000 and $0, respectively | |||
Due from related parties | 68,000 | ||
Total Current Assets | 1,810,000 | 404,000 | 746,000 |
Property and equipment, net of accumulated depreciation of $512,000 and $278,000, respectively | 149,000 | 363,000 | 198,000 |
Deposits on purchase of equipment | 625,000 | ||
Intangible assets, net of accumulated amortization of $500,000 and $458,000, respectively | 42,000 | ||
Total Assets | 2,584,000 | 767,000 | 986,000 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 870,000 | 618,000 | 259,000 |
Convertible notes payable, net of debt discount of $685,000 and $0, respectively | 139,000 | ||
Current portion of loan payable | 7,000 | 7,000 | |
Patent purchase obligation | 100,000 | 100,000 | |
Total Current Liabilities | 1,016,000 | 725,000 | 359,000 |
Loan payable, less current portion | 28,000 | 33,000 | |
Note payable | 38,000 | ||
Total Liabilities | 1,044,000 | 796,000 | 359,000 |
Commitments and Contingencies | |||
Shareholders’ Equity (Deficit) | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 1 share of Series A issued and outstanding at September 30, 2021 and December 31, 2020, respectively | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 32,395,158 and 28,956,158 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 3,000 | 3,000 | 3,000 |
Additional paid-in-capital | 17,694,000 | 9,105,000 | 6,477,000 |
Accumulated deficit | (16,157,000) | (9,137,000) | (5,853,000) |
Total Shareholders’ Equity (Deficit) | 1,540,000 | (29,000) | 627,000 |
Total liabilities and stockholders’ equity | $ 2,584,000 | $ 767,000 | $ 986,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Inventory Valuation Reserves | $ 60,000 | $ 0 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 512,000 | 278,000 | $ 13,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 500,000 | $ 458,000 | |
Debt Instrument, Unamortized Discount, Current | $ 685,000 | $ 0 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1 | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 | 1 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 32,395,158 | 28,956,158 | 27,629,408 |
Common Stock, Shares, Outstanding | 32,395,158 | 28,956,158 | 27,629,408 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Net Sales | $ 40,000 | $ 20,000 | $ 20,000 | |
Cost of goods sold | 92,000 | 115,000 | 115,000 | |
Gross loss | (52,000) | (95,000) | (95,000) | |
Operating expenses: | ||||
Selling, general and administrative expense | 5,196,000 | 869,000 | 1,467,000 | 644,000 |
Research and development expense | 1,791,000 | 1,071,000 | 1,680,000 | 1,649,000 |
Amortization of license agreement | 42,000 | 42,000 | 167,000 | |
Total operating expenses | 6,987,000 | 1,982,000 | 3,189,000 | 2,460,000 |
Loss from operations | (7,039,000) | (2,077,000) | (3,284,000) | (2,460,000) |
Interest expense | (19,000) | |||
Gain on forgiveness of debt | 38,000 | |||
Net Loss | $ (7,020,000) | $ (2,077,000) | $ (3,284,000) | $ (2,460,000) |
Loss per share – basic and diluted | $ (0.23) | $ (0.08) | $ (0.12) | $ (0.09) |
Weighted average number of shares outstanding – basic and diluted | 30,489,968 | 27,382,065 | 27,621,029 | 26,600,552 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 3,000 | $ 3,902,000 | $ (3,393,000) | $ 512,000 | |
Beginning balance, shares at Dec. 31, 2018 | 26,341,908 | 1 | |||
Common shares issued in private offerings | 2,575,000 | 2,575,000 | |||
Common shares issued in private offerings, shares | 1,287,500 | ||||
Net Loss | (2,460,000) | (2,460,000) | |||
Ending balance, value at Dec. 31, 2019 | $ 3,000 | 6,477,000 | (5,853,000) | 627,000 | |
Ending balance, shares at Dec. 31, 2019 | 27,629,408 | 1 | |||
Common shares issued in private offerings | 1,960,000 | 1,960,000 | |||
Common shares issued in private offerings, shares | 980,000 | ||||
Fair value of common shares issued for services | 115,000 | 115,000 | |||
Fair value of common shares issued for services, shares | 57,500 | ||||
Net Loss | (2,077,000) | (2,077,000) | |||
Ending balance, value at Sep. 30, 2020 | $ 3,000 | 8,552,000 | (7,930,000) | 625,000 | |
Ending balance, shares at Sep. 30, 2020 | 28,666,908 | 1 | |||
Beginning balance, value at Dec. 31, 2019 | $ 3,000 | 6,477,000 | (5,853,000) | 627,000 | |
Beginning balance, shares at Dec. 31, 2019 | 27,629,408 | 1 | |||
Common shares issued in private offerings | 2,513,000 | 2,513,000 | |||
Common shares issued in private offerings, shares | 1,269,250 | ||||
Fair value of common shares issued for services | 115,000 | 115,000 | |||
Fair value of common shares issued for services, shares | 57,500 | ||||
Net Loss | (3,284,000) | (3,284,000) | |||
Ending balance, value at Dec. 31, 2020 | $ 3,000 | 9,105,000 | (9,137,000) | (29,000) | |
Ending balance, shares at Dec. 31, 2020 | 28,956,158 | 1 | |||
Common shares issued in private offerings | 5,245,000 | 5,245,000 | |||
Common shares issued in private offerings, shares | 2,597,500 | ||||
Fair value of common shares issued for services | 1,683,000 | 1,683,000 | |||
Fair value of common shares issued for services, shares | 841,500 | ||||
Fair value of vested options and warrants issued for services | 1,085,000 | 1,085,000 | |||
Fair value of warrants issued as a debt discount | 576,000 | 576,000 | |||
Net Loss | (7,020,000) | (7,020,000) | |||
Ending balance, value at Sep. 30, 2021 | $ 3,000 | $ 17,694,000 | $ (16,157,000) | $ 1,540,000 | |
Ending balance, shares at Sep. 30, 2021 | 32,395,158 | 1 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (7,020,000) | $ (2,077,000) | $ (3,284,000) | $ (2,460,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 234,000 | 191,000 | 265,000 | 13,000 |
Amortization of intangible assets | 42,000 | 42,000 | 166,000 | |
Amortization of debt discount | 15,000 | |||
Increase in reserve for inventory obsolescence | 60,000 | |||
Fair value of vested options and warrants | 1,085,000 | |||
Gain on forgiveness of debt | (38,000) | |||
Fair value of common stock issued for services | 1,683,000 | 115,000 | 115,000 | |
Changes in operating assets and liabilities | ||||
Accounts receivable | (17,000) | (1,000) | (1,000) | |
Inventory | (60,000) | |||
Accounts payable and accrued expenses | 252,000 | (152,000) | 359,000 | 83,000 |
Net cash used in operating activities | (3,806,000) | (1,882,000) | (2,504,000) | (2,198,000) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (20,000) | (365,000) | (390,000) | (211,000) |
Deposits on purchase of equipment | (625,000) | |||
Net cash used in investing activities | (645,000) | (365,000) | (390,000) | (211,000) |
Cash Flows from Financing Activities | ||||
Proceeds from sale of common stock | 5,245,000 | 1,960,000 | 2,513,000 | 2,575,000 |
Proceeds from convertible notes payable | 700,000 | |||
Repayment of loans payable | (5,000) | |||
Repayment of patent purchase obligation | (100,000) | |||
Proceeds from note payable | 38,000 | 38,000 | ||
Repayment (advancements) of related parties | 68,000 | (71,000) | ||
Repayment of related parties | (5,000) | |||
Net cash provided by financing activities | 5,840,000 | 1,993,000 | 2,619,000 | 2,504,000 |
Net increase (decrease) in cash | 1,389,000 | (254,000) | (275,000) | 95,000 |
Cash beginning of period | 403,000 | 678,000 | 678,000 | 583,000 |
Cash end of period | 1,792,000 | 424,000 | 403,000 | 678,000 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 3,000 | |||
Cash paid for income taxes | ||||
Non-Cash Financing Activities: | ||||
Issuance of loan payable for vehicle purchase | $ 40,000 | |||
Fair value of warrants recorded as a debt discount | $ 576,000 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Liquidity | Note 1 – Basis of Presentation and Liquidity The accompanying interim condensed financial statements of Opti-Harvest, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2021 and the results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements included elsewhere in this filing. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021. COVID-19 Considerations During the nine months ended September 30, 2021, the COVID-19 pandemic did not have a material net impact on the Company’s operating results. In the future, the pandemic may cause reduced demand for the Company’s products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. The Company’s ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on its ability to protect its employees and its supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect its employees. Since the onset of the COVID-19 pandemic, the Company maintained the consistency of its operations. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to its workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact the Company’s operations. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the nine months ended September 30, 2021, the Company recorded a net loss of $ 7.0 million and used cash in operations of $ 3.8 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2020 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At September 30, 2021, the Company had cash on hand in the amount of $ 1.8 million. Subsequent to September 30, 2021, the Company received net proceeds of approximately $ 2.4 million on the sale of convertible notes (See Note 12) . Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. | Note 1 – Operations and Liquidity Basis of Presentation and Liquidity Opti-Harvest, Inc. (“Opti-Harvest” or “the Company”) is an agricultural innovation company with products backed by a portfolio of patented and patent pending technologies focused on solving several critical challenges faced by agribusinesses: maximizing crop yield, accelerating crop growth, optimizing land and water resources, reducing labor costs and mitigating negative environmental impacts. Our advanced agriculture technology (Opti-Filter™) and precision farming (Opti-View™) platforms, enable commercial growers and home gardeners to harness, optimize and better utilize sunlight, the planet’s most fundamental and renewable natural resource. Our sustainable agricultural technology platform is powered by the sun. It maximizes a free and renewable resource with no need for additional chemicals or fertilizers. Opti-Harvest was formed in the State of Delaware on June 20, 2016. Our principal executive offices are located at 1801 Century Park East, Suite 520, Los Angeles, California 90067. Our website address is www.opti-harvest.com. COVID-19 Considerations During the year ended December 31, 2020, the COVID-19 pandemic did not have a material net impact on the Company’s operating results. In the future, the pandemic may cause reduced demand for the Company’s products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. The Company’s ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on its ability to protect its employees and its supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect its employees. Since the onset of the COVID-19 pandemic, the Company maintained the consistency of its operations. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to its workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact the Company’s operations. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2020, the Company recorded a net loss of $ 3,284,000 and used cash in operations of $ 2,504,000 and had a shareholders’ deficit of $ 29,000 as of December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At December 31, 2020, the Company had cash on hand in the amount of $ 403,000 . Subsequent to December 31, 2020, the Company received proceeds of approximately $ 5.2 million on the sale of common stock as part of its private offering (see Note 11) . |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2021, the Company fully reserved its inventory balance on hand based on its estimate of obsolete inventory. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the nine months ended September 30, 2021 and 2020, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, 2021 September 30, 2020 Warrants 3,800,654 2,287,500 Options 4,365,000 - Senior convertible notes 171,778 - Series A Preferred 1 1 Total 8,337,433 2,287,501 Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company estimates the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. Research and Development Research and development costs include advisors, consultants, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the nine months ended September 30, 2021 and 2020, research and development costs were approximately $ 1.8 million and $ 1.1 million, respectively. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Recent Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“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).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 . The Company’s uses one primary vendor to manufacture its products available for sale, inventory, and our products used in field trials for research and development purposes. | Note 2 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2021, the Company fully reserved its inventory balance on hand based on its estimate of obsolete inventory. Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 years Vehicle 5 years Office equipment 3 years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2020 and 2019, the Company determined there were no indicators of impairment of its property and equipment. Intangible Assets Intangible assets are comprised of acquired patents (see Note 4). Intangible assets are assessed for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not the asset is impaired. If further testing is necessary, we compare the estimated fair value of the intangible asset with its book value. If the carrying amount of the intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the year ended December 31, 2019, the Company determined there was no impairment of its intangible assets. As of December 31, 2020, the intangible assets were fully amortized. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for product damaged during customer delivery. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2020 and 2019, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2020 December 31, 2019 Warrants 1,278,375 643,750 Series A Preferred 1 1 Total 1,278,376 643,751 Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2020 and 2019. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the years ended December 31, 2020 and 2019, research and development costs were $ 1,680,000 and $ 1,649,000 , respectively. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and note payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“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).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 . The Company performs a regular review of customer activity and associated credit risks and does not require collateral or other arrangements. One customer accounted for 92 % of the Company’s sales during the year ended December 31, 2020. The Company’s currently uses one vendor to manufacturing the majority of its products, including products developed for the Company’s research and development activities. Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 3 – Inventory Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory September 30, 2021 December 31, 2020 Inventory $ 60,000 $ - Reserve for obsolescence (60,000 ) - Total inventory $ - $ - During the nine months ended September 30, 2021, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 60,000 , which is included in cost of goods sold in the accompanying statement of operations. | Note 3 – Inventory Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory September 30, 2021 December 31, 2020 Inventory $ 60,000 $ - Reserve for obsolescence (60,000 ) - Total inventory $ - $ - During the nine months ended September 30, 2021, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 60,000 , which is included in cost of goods sold in the accompanying statement of operations. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 4 – Property and Equipment Property and equipment is comprised of the following: Schedule of Property and Equipment September 30, 2021 December 31, 2020 Tools and molds $ 605,000 $ 592,000 Computer equipment 11,000 4,000 Vehicles 45,000 45,000 Total cost 661,000 641,000 Accumulated depreciation (512,000 ) (278,000 ) Net book value $ 149,000 $ 363,000 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 234,000 and $ 191,000 , respectively. | Note 3 – Property and Equipment Property and equipment consist of the following at December 31, 2020 and 2019: Schedule of Property and Equipment 2020 2019 Tools and molds $ 592,000 $ 211,000 Computer equipment 4,000 - Vehicles 45,000 - Total cost 641,000 211,000 Less: accumulated depreciation and amortization (278,000 ) (13,000 ) Property and equipment, net $ 363,000 $ 198,000 Depreciation expense for the years ended December 31, 2020 and 2019, was $ 265,000 and $ 13,000 , respectively. |
Intangible Assets and Contingen
Intangible Assets and Contingent Earnout Liability | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets and Contingent Earnout Liability | Note 5 – Intangible Assets and Contingent Earnout Liability DisperSolar LLC On April 7, 2017 (as amended on December 6, 2018), the Company and DisperSolar LLC (the “Seller”), a California limited liability company, entered into a Patent Purchase Agreement (the “Agreement”) pursuant to which the Company acquired certain patents (intellectual property) of the Seller. The Seller developed the patents for harvesting, transmission, spectral modification and delivery of sunlight to shaded areas of plants. Per the Agreement, the Company was obligated to pay milestone payments, earnout payments, and royalties. As of December 31, 2020, the remaining purchase obligation was $ 100,000 . During the nine months ended September 30, 2021, the Company paid $ 100,000 of remaining purchase obligation leaving no balance remaining at September 30, 2021. Earnout Payments The Company is obligated to pay total earnout payments of $ 800,000 payable on the on-going basis at a rate of 50% of gross margin and/or license revenue from the date of the first commercial sale of a covered product or the first receipt by Purchaser of license revenue, until the aggregate combined gross margin and license revenue reach $ 1.6 million . Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 million in aggregate combined gross margin and license revenue, and until the Company pays to Seller an aggregate amount in royalties of $ 30 million, the Company shall pay to Seller royalties on sales of covered products at a rate of 8% of gross margin. (ii) Once Purchaser has paid to Seller an aggregate amount in royalties of $ 30 million, the Company shall pay to Seller royalties on sales of covered products at a rate of 4.75 % of gross margin until the earlier of (x) such time as covered products are not covered by any claims of any assigned patent, and (y) the date of the consummation of a Strategic Transaction. As of September 30, 2021 and December 31, 2020, the Company recorded no earnout or royalties payment obligations as no gross margin was realized. Strategic Transaction The Company will pay to Seller 7.6 % of all license consideration received by the Company until the date of the consummation of a Strategic Transaction. “Strategic Transaction” means a transaction or a series of related transactions that results in an acquisition of the Company by a third party, including by way of merger, purchase of capital stock or purchase of assets or change of control or otherwise. Strategic Transaction Consideration. “Strategic Transaction Consideration” means any cash consideration and the fair market value of any non-cash consideration paid to the Company by any acquirer as consideration for the Strategic Transaction, less the costs and expenses incurred by Purchaser for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all license consideration received by Purchaser as follows: (i) 3.8 % of the first $ 50 million of the Strategic Transaction Consideration; (ii) 5.7 % of the next $ 100 million of the Strategic Transaction Consideration (i.e. over $ 50 million and up to $ 150 million); (iii) 7.6 % of Strategic Transaction Consideration over $ 150 million. Inventor Royalty On July 5, 2019, the Company and Nicholas Booth (“Mr. Booth”) entered into a Royalty Agreement. Mr. Booth is a member of Dispersolar, LLC and a named inventor of the acquired patents from Dispersolar, LLC discussed above. Effective July 1, 2021, Mr. Booth was employed by the Company as its Chief Technology Officer. The Company will pay Mr. Booth a percentage of all License Consideration received by the Company as follows: (a) Once the Company has paid to DisperSolar an aggregate amount in royalties of $ 30 million under the Agreement, the Company will pay to Booth a percentage of all royalties on sales of Covered Products at a rate of 0.25 % of Gross Margin until the earlier of (x) such time as Covered Products are not covered by any claims of any Assigned Patent, and (y) the date of the consummation of a Strategic Transaction. (b) Opti-Harvest will pay to Booth a percentage of all License Consideration received by Purchaser on the same terms as payable by the Company to DisperSolar under the Agreement, except that the percentages of License Consideration due to Booth shall be as follows: (a) 0.4 % of all License Consideration received by Opti-Harvest until the date of consummation of a Strategic Transaction; (b) 0.2 % of the first $ 50 million of the Strategic Transaction Consideration; (c) 0.3 % of the next $ 100 million of the Strategic Transaction Consideration (i.e. over $ 50 million and up to $ 150 million); and (d) 0.4 % of Strategic Transaction Consideration over $ 150 million. As of September 30, 2021 and December 31, 2020, no amounts were due for earnouts or royalties. | Note 4 – Intangible Assets and Contingent Earnout Liabilities Intangible Assets and Contingent Earnout Liability DisperSolar LLC On April 7, 2017, the Company and DisperSolar LLC (the “Seller”), a California limited liability company, entered into a Patent Purchase Agreement (the “Agreement”) pursuant to which the Company acquired certain patents (intellectual property) of the Seller. The Seller developed the patents for harvesting, transmission, spectral modification and delivery of sunlight to shaded areas of plants. The Company agreed to pay the following for the acquisition of Seller’s intellectual property: (i) Initial Payment: $ 150,000 deposited into the Seller Account within 10 days of the Effective Date (the “Initial Payment”). (ii) Initial Milestone Payments: Additional payments in the aggregate combined amount up to $ 350,000 upon reaching defined milestones (the “Milestone Payments”), of which $ 50,000 was paid in 2017, $ 200,000 in 2018, and $ 100,000 in 2021. (iii) Earnout Payments: $ 800,000 paid on the on-going basis at a rate of 50% of gross margin and/or License Revenue from the date of the first commercial sale of a Covered Product or the first receipt by Purchaser of License Revenue, until the aggregate combined Gross Margin and License Revenue reach $ 1,600,000 . On December 6, 2018, the Company and Seller amended the Agreement by increasing the Milestone Payments from $ 350,000 to $ 450,000 . The Company recorded the additional $ 100,000 as an expense when the milestones were reached during the year ended December 31, 2019 and are included in research and development expense in the accompanying statements of operations. The Company assigned the purchase price of $ 500,000 , which is comprised of the Initial Payment of $ 150,000 and the initial Milestone Payments of $ 350,000 , to contract commitments, and were being amortized over a three year period. For the years ended December 31, 2020 and 2019, the Company recorded $ 42,000 and $ 166,000 as amortization of intangible assets expense in the accompanying statements of operations. As of December 31, 2020, there was no remaining unamortized balance. As of December 31, 2020 and 2019, the remaining purchase obligation was $ 100,000 , which was classified as a short-term obligation on the accompanying balance sheet. Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 million in aggregate combined Gross Margin and License Revenue, and until the Company pays to Seller an aggregate amount in royalties of $ 30 million, the Company shall pay to Seller royalties on sales of Covered Products at a rate of 8% of Gross Margin. (ii) Once Purchaser has paid to Seller an aggregate amount in royalties of $ 30 million, the Company shall pay to Seller royalties on sales of Covered Products at a rate of 4.75 % of Gross Margin until the earlier of (x) such time as Covered Products are not covered by any claims of any Assigned Patent, and (y) the date of the consummation of a Strategic Transaction. For the years ended December 31, 2020 and 2019, the Company recorded no earnout or royalty payment obligations as no gross margin was realized. Strategic Transaction The Company will pay to Seller 7.6 % of all License Consideration received by the Company until the date of the consummation of a Strategic Transaction. “Strategic Transaction” means a transaction or a series of related transactions that results in an acquisition of the Company by a third party, including by way of merger, purchase of capital stock or purchase of assets or change of control or otherwise. Strategic Transaction Consideration. “Strategic Transaction Consideration” means any cash consideration and the fair market value of any non-cash consideration paid to the Company by any acquirer as consideration for the Strategic Transaction, less the costs and expenses incurred by Purchaser for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all License Consideration received by Purchaser as follows: (i) 3.8 % of the first $ 50 million of the Strategic Transaction Consideration; (ii) 5.7 % of the next $ 100 million of the Strategic Transaction Consideration (i.e. over $ 50 million and up to $ 150 million); (iii) 7.6 % of Strategic Transaction Consideration over $ 150 million. Inventor Royalty On July 5, 2019, the Company and Nicholas Booth (“Mr. Booth”) entered into a Royalty Agreement. Mr. Booth is a member of Dispersolar, LLC and a named inventor of the acquired patents from Dispersolar, LLC discussed above. Effective July 1, 2021, Mr. Booth was employed by the Company as its Chief Technology Officer. The Company will pay Mr. Booth a percentage of all License Consideration received by the Company as follows: (a) Once the Company has paid to DisperSolar an aggregate amount in royalties of $ 30 million under the Agreement, the Company will pay to Booth a percentage of all royalties on sales of Covered Products at a rate of 0.25 % of Gross Margin until the earlier of (x) such time as Covered Products are not covered by any claims of any Assigned Patent, and (y) the date of the consummation of a Strategic Transaction. (b) Opti-Harvest will pay to Booth a percentage of all License Consideration received by Purchaser on the same terms as payable by the Company to DisperSolar under the Agreement, except that the percentages of License Consideration due to Booth shall be as follows: (a) 0.4 % of all License Consideration received by Opti-Harvest until the date of consummation of a Strategic Transaction; (b) 0.2 % of the first $ 50 million of the Strategic Transaction Consideration; (c) 0.3 % of the next $ 100 million of the Strategic Transaction Consideration (i.e. over $ 50 million and up to $ 150 million); and (d) 0.4 % of Strategic Transaction Consideration over $ 150 million. As of December 31, 2020 and 2019, no amounts were due for earnouts or royalties. |
Note Payable
Note Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Note Payable | Note 7 – Note Payable On April 27, 2020, the Company was granted a loan (the “PPP loan”) from Chase Bank in the aggregate amount of $ 38,000 , pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. At December 31, 2020, the note payable balance was $ 38,000 . On September 7, 2021, the Company was notified by Chase Bank that the SBA had authorized the full forgiveness of the Company’s PPP loan. The Company recorded the full loan forgiveness as a gain on forgiveness of debt of $ 38,000 , which is reflected in other income in the accompanying statements of operations. | Note 5 – Note Payable On April 27, 2020, the Company was granted a loan (the “PPP loan”) from Chase Bank in the aggregate amount of $ 38,000 , pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2020, matures on April 27, 2022, bears interest at a rate of 1 % per annum, with the first six months of interest deferred, and is unsecured and guaranteed by the U.S. Small Business Administration (“SBA”). The Company applied ASC 470, Debt, to account for the PPP loan. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP loan may only be used for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent and debt obligations, and qualifying utilities. The Company intends to use the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. The Company applied for forgiveness of the PPP loan, and on June 7, 2021, the Company was notified by Chase Bank that the SBA had authorized the full forgiveness of the Company’s PPP loan. |
Loan payable
Loan payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Loan Payable | ||
Loan payable | Note 8 – Loan payable On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 . The loan term is for 59 months, annual interest rate of 4.49 %, with monthly principal and interest payments of $ 745 , and secured by the purchased vehicle . The loan balance was $ 40,000 at December 31, 2020, of which $ 7,000 was recorded as the current portion of loans payable on the accompanying balance sheet. During the nine months ended September 30, 2021, the Company made principal payments of $ 5,000 , leaving a loan balance of $ 35,000 at September 30, 2021, of which $ 7,000 was recorded as the current portion of loan payable on the accompanying balance sheet. | Note 6 – Loan payable On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 . The loan term is for 59 months, annual interest rate of 4.49 %, with monthly principal and interest payments of $ 745 , and secured by the purchased vehicle . No loan payments were made during the year ended December 31, 2020, leaving a loan balance of $ 40,000 at December 31, 2020, of which $ 7,000 was recorded as the current portion of loans payable on the accompanying balance sheet. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shareholders’ Equity | Note 9 – Shareholders’ Equity Common Shares Issued on Private Offerings During the nine months ended September 30, 2021 and 2020, the Company received net proceeds of approximately $ 5.2 million and $ 2.0 million on the sale of 2,597,500 and 980,000 shares of common stock, respectively, at $2.00 per share, and 1,298,750 and 490,250 warrants, as part of its private offerings . 2.00 private offering, each participating shareholder is entitled to a warrant, which expires on December 31, 2022 , to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 3.00 per share. Common shares issued for services The Company entered into various consulting agreements with third parties (“Consultants”) pursuant to which these Consultants provided business development, sales promotion, introduction to new business opportunities, strategic analysis and sales and marketing activities. During the nine months ended September 30, 2021 and 2020, the Company issued 841,500 and 57,500 shares of common stock, with a fair value of approximately $ 1.7 million and $ 115,000 at date of grant, respectively. Summary of Warrants A summary of warrants for the nine months ended September 30, 2021 is as follows: Summary of Warrants Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 1,278,375 $ 3.00 Warrants granted 2,522,279 4.27 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, September 30, 2021 3,800,654 $ 3.85 Balance exercisable, September 30, 2021 3,500,654 $ 3.89 During the nine months ended September 30, 2021, the Company issued warrants exercisable into 2,532,279 shares of common stock. The weighted-average remaining contractual life of warrants outstanding and exercisable at September 30, 2021 was 1.79 years. As of September 30, 2021, the outstanding and exercisable warrants have an intrinsic value of $ 8.9 million and $ 8.1 million, respectively. The aggregate intrinsic value was calculated as the difference between the estimated market value of $ 6.00 per share as of September 30, 2021, and the exercise price of the outstanding warrants. Warrants Issued in Private Offering In conjunction with the sale of the common shares issued as part of the Company’s $ 2.00 private offering, each participating shareholder is entitled to purchase up to fifty percent (50%) of the number of common shares purchased under the $ 2.00 per share private offering, at $ 3.00 per share. The original warrant term of eighteen (18) months was modified by the Board on July 13, 2021, to expire on December 31, 2022. During the nine months ended September 30, 2021, the Company issued warrants to purchase 1,298,750 shares of common stock, as discussed above, at an weighted average exercise price of $ 3.00 . Warrants Issued with Senior Convertible Notes Payable In conjunction with the sale of senior convertible notes payable, the Company issued 823,529 warrants. Each Warrant is exercisable at a price equal to 115 % of our initial public offering price (see Note 6). Advisory Board Agreement On July 1, 2021, the Company entered into a three year consulting agreement (the “Agreement”) for which the consultant is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultant $ 5,000 per month during the first six month period of the Agreement, and the Company shall grant, as of July 1, 2021, (i) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on the date hereof, at an exercise price of $ 2.00 per share, (ii) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on December 1, 2021, at an exercise price of $ 2.00 per share, (iii) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on September 1, 2022, at an exercise price of $ 4.00 per share, and (iv) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on December 1, 2022, at an exercise price of $ 4.00 per share. The aggregate fair value of the warrants was determined to be $ 382,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 2.00 per share based on recent private sales of our stock, expected term of five years, volatility of 108 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.25 %. During the nine months ended September 30, 2021, the Company recognized $ 200,000 of compensation expense relating to vested warrants. As of September 30, 2021, the aggregate amount of unvested compensation related to these warrants were approximately $ 182,000 which will be recognized as an expense as the warrants vest in future periods through December 2022. Summary of Options 2016 Stock Incentive Plan The Company’s 2016 Equity Incentive Plan (the “Plan”) is for officers, employees, non-employee members of the Board of Directors, and consultants of the Company. The Plan authorized the granting of not more than 1 million restricted shares, stock appreciation rights (“SAR’s”), and incentive and non-qualified stock options to purchase shares of the Company’s common stock. On July 13, 2021, the Board increased the number of common shares authorized to be issued under the Company’s 2016 Equity Incentive Plan one ( 1 ) million shares to seven ( 7 ) million shares. A summary of stock options for the nine months ended September 30, 2021 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 - $ - Options granted 4,365,000 2.00 Options exercised - - Options expired or forfeited - - Balance outstanding, September 30, 2021 4,365,000 $ 2.00 Balance exercisable, September 30, 2021 524,583 $ 2.00 Information relating to outstanding options at September 30, 2021, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,365,000 9.45 $ 2.00 524,583 $ 2.00 4,365,000 9.45 $ 2.00 524,583 $ 2.00 During the nine months ended September 30, 2021, as discussed below, the Company approved options exercisable into 4,365,000 shares to be issued pursuant to the Company’s 2016 Equity Incentive Plan. The aggregate fair value of the approved options was determined to be $ 7.4 million. During the nine months ended September 30, 2021, the Company recognized $ 885,000 of compensation expense relating to vested stock options. As of September 30, 2021, the aggregate amount of unvested compensation related to stock options was approximately $ 6.5 million which will be recognized as an expense as the options vest in future periods through May 2025. As of September 30, 2021, the outstanding and exercisable options have an intrinsic value of $ 17.5 million and $ 2.1 million, respectively. The aggregate intrinsic value was calculated as the difference between the estimated market value of $ 6.00 per share as of September 30, 2021, and the exercise price of the outstanding options. Executive Employment Agreements Chief Executive Officer On March 21, 2021, the Company and Mr. Destler, Chief Executive Officer “(the “Executive”), entered into an amended Employment Agreement (the “Amended Agreement”). The employment term of five (5) years of Executive’s employment was extended to a term of ten (10) years, and Mr. Destler’s base salary was increased to $ 240,000 per annum. Executive’s monthly salary shall increase by not less than five percent (5%), on September 1, 2022, and by not less than five percent (5%) on Executive’s then monthly salary on September 1 of each year thereafter for the term of the Agreement. The Amended Agreement granted the Executive an option to purchase 4,000,000 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 2.00 per share, for a term to expire on April 1, 2031, and where 83,333 Option Shares vest monthly beginning on May 1, 2021. This option shall survive termination of the Agreement. The stock options are exercisable at a price of $ 2.00 per share and expire in ten years. The total fair value of these options at grant date was approximately $ 6.8 million, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 2.00 per share based on recent private sales of our stock, expected term of seven years, volatility of 107 %, dividend rate of 0 %, and weighted average risk-free interest rate of 1.34 %. During the nine months ended September 30, 2021, the Company recognized $ 709,000 of compensation expense relating to vested stock options. The Amendment Agreement also granted Mr. Destler 1,000,000 shares of the Company’s common stock upon the Company’s listing of its common stock on any market of the Nasdaq or New York Stock Exchange. Executive may, in his sole discretion, be granted any part of or all such 1,000,000 shares in the form of a warrant or option, exercisable at $ 0.001 per share, for the purchase of 1,000,000 shares of common stock of the Company, for a term of five (5) years. Executive’s grant of and right to such 1,000,000 shares is conditioned upon and subject to Executive being an employee, officer or director of the Company at the time that the Company’s shares of common stock are listed on any market of the Nasdaq or New York Stock Exchange. Chief Financial Officer and Director of Operations On May 17, 2021, the Company entered into an employment agreement with Steve Handy to serve as its Chief Financial Officer and Director of Operations (the “Employment Agreement”). The term of the employment is for twelve months. Mr. Handy’s base salary is $ 200,000 per annum, with annual increases and bonuses at the discretion of the Board of Directors. Mr. Handy is entitled to receive a severance payment of $ 100,000 if terminated by the Company without cause within the first twelve months of employment. The Employment Agreement granted the Executive an option to purchase 300,000 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 2.00 per share, for a term to expire on May 17, 2026, and where 16,666 Option Shares vest monthly beginning on May 17, 2021. The stock options are exercisable at a price of $ 2.00 per share and expire in ten years. The total fair value of these options at grant date was approximately $ 462,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 2.00 per share based on recent private sales of our stock, expected term of five years, volatility of 106 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.83 %. During the nine months ended September 30, 2021, the Company recognized $ 154,000 of compensation expense relating to vested stock options. Employee Option Grants On June 28, 2021, the Company granted to an employee an option to purchase 25,000 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 2.00 per share, for a term to expire on September 28, 2031, and where 4,166 Option Shares vest monthly beginning on June 28, 2021. The stock options are exercisable at a price of $ 2.00 per share and expire in ten years. The total fair value of these options at grant date was approximately $ 38,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 2.00 per share based on recent private sales of our stock, expected term of five years, volatility of 106 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.90 %. During the nine months ended September 30, 2021, the Company recognized $ 19,000 of compensation expense relating to vested stock options. Advisory Board Agreements On August 18, 2021 and September 24, 2021, the Company entered into a one year consulting agreement (the “Agreement”), with automatic annual renewals, for which the consultants are to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultants an aggregate amount of $ 10,000 per calendar quarter and granted the consultants aggregate options to purchase 40,000 shares of the Company’s common stock, with a five (5) year life, vesting over a twelve (12) month period, and exercisable at $ 2.00 per share. The consultant will be granted an additional aggregate 40,000 options to purchase shares on each automatic contract renewal period. The total fair value of these options at grant date was approximately $ 53,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 2.00 per share based on recent private sales of our stock, expected term of five years, volatility of 110 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.90 %. During the nine months ended September 30, 2021, the Company recognized $ 3,000 of compensation expense relating to vested stock options. | Note 7 – Shareholder’ Equity Shareholders’ Equity The following description summarizes the material terms of our capital stock. Our authorized capital stock consists of 50,000,000 shares of common stock, $ 0.0001 par value, and 1,000,000 shares of preferred stock, 1 share of which is designated as Series A preferred stock, $ 0.0001 par value. The rights, preferences and privileges of preferred stock may be designated from time to time by our board of directors. As of December 31, 2020, there were 28,956,158 shares of our common stock issued and outstanding and one ( 1 ) share of Series A preferred stock issued and outstanding. The one (1) share of Series A preferred stock is held by Jonathan Destler, our Chief Executive Officer and director. Undesignated Preferred Stock Under the terms of our Certificate of Incorporation, our board of directors is authorized to issue shares of our undesignated preferred stock in one or more series without shareholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible future acquisitions and other corporate purposes, will affect, and may adversely affect, the rights of holders of common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred stock could include one or more of the following: ● restricting dividends on the common stock; ● diluting the voting power of the common stock; ● impairing the liquidation rights of the common stock; or ● delaying or preventing changes in control or management of our company. Once our board of directors approves the rights and preferences for a series of preferred stock, we will file a Certificate of Designation for such series of preferred stock with the Delaware Secretary of State formally establishing such rights and preferences. Series A Preferred Stock; Common Stock Voting Except as set forth below, each holder of Series A preferred stock has the same rights as holders of common stock and shall be entitled to notice of any shareholders’ meeting. They shall also be entitled to vote with the holders of common stock, and not as a separate class, except as may otherwise be required by law. Except as set forth below, each shareholder shall be entitled to one (1) vote for each share of stock outstanding. Except as set forth below or otherwise provided by the law of the State of Delaware, any corporate action to be taken shall be authorized by a majority of the votes cast by the shareholders. There are no cumulative rights to voting. Each share of Series A preferred stock is entitled to the number of votes equal to 110% of the number of votes of the common stock issued and outstanding. Additionally, for as long as any shares of Series A preferred stock are outstanding, the holders of Series A preferred stock shall be entitled to elect one director, or the Series A Director. Protective Provisions For as long as any shares of Series A preferred stock are outstanding, we must obtain the approval of at least a majority of the holders of the outstanding shares of preferred stock, voting as a separate class, to: ● Amend our articles of incorporation or, unless approved by our board of directors, including by the Series A Director, amend our bylaws; ● Change or modify the rights, preferences or other terms of the Series A preferred stock, or increase or decrease the number of authorized shares of Series A preferred stock; ● Reclassify or recapitalize any outstanding equity securities, or, unless approved by our board of directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan); ● Authorize or effect any transaction constituting a Deemed Liquidation (as defined in this subparagraph), or any other merger or consolidation of the Company, where a Deemed Liquidation shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Company’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity (except one in which the holders of capital stock of the Company as constituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity (or its parent entity)), (3) authorizing or effecting any transaction liquidation, dissolution or winding up of the Company, either voluntary or involuntary; provided, however ● Increase or decrease the size of our board of directors as provided in our bylaws or remove the Series A Director (unless approved by our board of directors, including the Series A Director); ● Declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by our board of directors, including the Series A Director); ● Redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by our board of directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by our board of directors, including the Series A Director); ● Create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the shareholders under the terms of the plan or applicable law) or approve any new equity incentive plan; ● Replace the President and/or Chief Executive Officer of the Company (unless approved by our board of directors, including the Series A Director); ● Transfer assets to any subsidiary or other affiliated entity (unless approved by our board of directors, including the Series A Director); ● Issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A preferred stock (unless approved by our board of directors, including the Series A Director); ● Modify or change the nature of the Company’s business; ● Acquire, or cause a subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by our board of directors, including the Series A Director); or ● Sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any subsidiary outside the ordinary course of business (unless approved by our board of directors, including the Series A Director). Dividends Subject to the rights of the preferred shareholders set forth in “Protective Provisions”, our board of directors shall have full power and discretion, to determine out of legally available funds what, if any, dividends or distributions shall be declared and paid. Dividends may be paid in cash, in property, or in shares of common stock. Shares of common stock and Series A preferred stock are treated equally and ratably, on a per share basis, with respect to any dividend or distribution from us. If a dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of common stock and Series A preferred stock shall both receive common stock or rights to acquire common stock. No dividends shall be declared or payable in the form of Series A preferred stock. Liquidation Rights If there is a liquidation, dissolution or winding up of the Company, holders of our common stock and Series A preferred stock would be entitled to share in our assets remaining after the payment of liabilities equally and ratably, on a per share basis. Conversion Voluntary Conversion: Each share of Series A preferred stock shall be convertible into one fully paid and nonassessable share of common stock at the option of the holder. Other Provisions Holders of our common stock and Series A preferred stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock or Series A preferred stock. Common shares issued on private offerings During the years ended December 31, 2020 and 2019, the Company received net proceeds of $ 2,513,000 and $ 2,575,000 on the sale of 1,269,250 and 1,287,500 shares of common stock, respectively, at $2.00 per share, as part of its private offerings . 2.00 private offering, each participating shareholder is entitled to a warrant, which expires on December 31, 2022 , to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 3.00 per share. Common shares issued for services The Company entered into various consulting agreements with third parties (“Consultants”) pursuant to which these Consultants provided business development, sales promotion, introduction to new business opportunities, strategic analysis and sales and marketing activities. During the year ended December 31, 2020, the Company issued 57,500 shares of common stock, with a fair value of $ 115,000 at date of grant, or $ 2.00 per common share, to Consultants. 2016 Stock Incentive Plan The Company’s 2016 Equity Incentive Plan (the “Plan”) is for officers, employees, non-employee members of the Board of Directors, and consultants of the Company. The Plan authorized the granting of not more than 1,000,000 restricted shares, stock appreciation rights (“SAR’s”), and incentive and non-qualified stock options to purchase shares of the Company’s common stock. The Plan provided that stock options or SAR’s granted can be exercisable immediately as of the effective date of the applicable agreement, or in accordance with a schedule or performance criteria as may be set in the applicable agreement. The exercise price for non-qualified stock options or SAR’s would be the amount specified in the agreement, but shall not be less than the fair value of the Company’s common stock at the date of the grant. The maximum term of options and SARs granted under the plan is ten years. Since the inception of the Plan. As of December 31, 2020, no restricted shares, SAR’s, and incentive and non-qualified stock options to purchase shares of the Company’s common stock options have been issued. Summary of Warrants A summary of warrants for the year ended December 31, 2020 and 2019, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2018 - $ - Warrants granted 643,750 3.00 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 643,750 3.00 Warrants granted 634,625 3.00 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2020 1,278,375 $ 3.00 Balance exercisable, December 31, 2020 1,278,375 $ 3.00 Information relating to outstanding warrants at December 31, 2020, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Share (Years) Exercise Price Shares Exercise Price $ 3.00 1,278,375 2 .00 $ 3.00 1,278,375 $ 3.00 1,278,375 2 .00 $ 3.00 1,278,375 $ 3.00 In conjunction with the sale of the common shares issued as part of the Company’s $ 2.00 private offering, each participating shareholder is entitled to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 3.00 per share. The original warrant term of eighteen (18) months was modified by the Board on July 13, 2021, to expire on December 31, 2022. During the years ended December 31, 2020 and 2019, the Company issued warrants to purchase 634,625 shares and 643,750 shares of common stock at an exercise price of $ 3.00 . The weighted-average remaining contractual life of warrants outstanding and exercisable at December 31, 2020 was two ( 2 ) years. As of December 31, 2020, the outstanding and exercisable warrants had no intrinsic value. The aggregate intrinsic value was calculated as the difference between the last private offering price of $ 2.00 per share as of December 31, 2020, and the exercise price of the outstanding warrants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 10 – Commitments and Contingencies Legal Proceedings We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against our Company, our common stock, our subsidiary or of our Company or our subsidiary’s officers or directors in their capacities as such. Purchase Order Commitments During the nine months ended September 30, 2021, the Company issued purchase orders for tooling required to manufacturer its products. The purchase orders totaled approximately $ 1.3 million, of which the Company paid deposits of $ 625,000 , leaving a remaining purchase order obligation of $ 625,000 at September 30, 2021. The $ 625,000 of deposits are included in prepaid and other current assets on the accompanying balance sheet at September 30, 2021. Kingdom Building Consulting Agreement On April 1, 2021, the Company entered into a consulting agreement with Kingdom Building, Inc. (“KBI”). For an initial one year period, with automatic annual extensions thereafter, KBI will advise, counsel and inform designated officers and employees of the Company as it relates to financial markets, competitors, business acquisitions and other aspects of or concerning the Company’s business about which KBI has knowledge or expertise. The Company agreed to pay $ 5,000 per month, with an additional $ 5,000 per month deferred until the closing of the first financing of $ 250,000 or greater. At the closing of the financing, the amount deferred will be due in full and the monthly fee will be $ 10,000 for the remainder of the contract term. The Company also agreed to sell to KBI, at par value, 50,000 shares of the Company’s common stock. Upon the closing of an investment in the Company of at least $ 5 million in gross proceeds by a third party investor, or any other funding that may take the form of, but not be limited to, debt or other alternative financing, or the entry into a joint venture or any other form of merger or consolidation between any other entity and the Company, the Company agreed to sell to KBI, at par value, shares of Company common stock equal to one percent (1.00%) to the Company’s fully diluted shares outstanding, and upon the closing of an initial public offering of at least $ 5 million in gross proceeds, or any other form or merger or combination between any other entity and the Company, the Company agreed to sell to KBI, at par value, shares of Company common stock equity to one-half percent (0.50%) of the Company’s fully diluted shares outstanding. Advisor Agreements On July 14, 2021, the Company entered into a three year consulting agreement (the “Agreement”) for which the consultant is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company issued 12,500 restricted shares of common stock to the consultant, with a fair value at grant date was approximately $ 25,000 , and granted options, contingent on the achievement of defined milestones, to purchase 25,000 shares of the Company’s common stock on January 1, 2022, options to purchase 30,000 shares of the Company’s common stock on July 1, 2022, options to purchase 30,000 shares of the Company’s common stock on January 1, 2023, and options to purchase 30,000 shares of the Company’s common stock on July 1, 2023. Each option shall have a term of three ( 3 ) years, vest immediately upon grant by the Company, and be exercisable at $ 2.00 per share. No options were earned as of September 30, 2021. On August 24, 2021, the Company entered into an advisor agreement with ICM Capital Management, LLC (“ICM”) regarding the role and compensation of ICM in connection with transactions in which the Company, directly or indirectly through one or more affiliates, raises debt capital or receives a loan from one or more investors identified by ICM to the Company to raise up to $ 2.0 million. The advisor agreement shall expire on the date specified by either ICM or the Company not less than 30 days prior to the date of termination. The Company agreed to pay ICM a fee equal to 2.0 % of the total principal amount of the loan to be made by an investor to the Company. On August 24, 2021, the Company entered into an advisor agreement with INTE Securities LLC (“INTE”) regarding the role and compensation of INTE in connection with equity transactions in which the Company, in each case directly or indirectly through one or more affiliates, (i) raises equity capital from one or more investors or otherwise issues the Company’s capital stock or (ii) otherwise issues instruments convertible into the Company’s capital stock, with the principal purpose of raising capital from one or more investors identified by INTE to the Company. The advisor agreement shall expire on the date specified by either INTE or the Company not less than 30 days prior to the date of termination. The Company agreed to pay INTE a fee equal to 4.0 % of the total principal amount of the equity capital received from an investor by the Company. The INTE fee will be fully earned and due and payable at the initial closing of such transaction regardless of whether the capital raised is funded at the initial closing or over time. | Note 8 – Commitment and Contingencies Commitments and Contingencies Legal Proceeding We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against our Company, our common stock, our subsidiary or of our Company or our subsidiary’s officers or directors in their capacities as such. Chief Executive Officer Employment Agreement The Company and Jonathan Destler (the “Executive”) entered into an Employment Agreement (the “Employment Agreement”) dated December 17, 2018, with an initial term of five years with automatic annual extensions. The initial base salary for Mr. Destler under the Employment Agreement is $ 90,000 per annum. Executive’s monthly base salary shall increase to $ 120,000 per annum, at the time that the Company offers and sells equity or debt securities for an aggregate purchase price of, and obtains gross cash proceeds in an amount of, not less than One Million Dollars ($ 1,000,000 ). On the second anniversary of the Employment Agreement, the Executive’s base salary will increase to $ 225,000 per annum. Pursuant to the Employment Agreement, the Executive is to participate in the Company’s Stock Incentive Program whereby each year the Executive may receive an option for up to 1,000,000 shares of Company common stock (the “Option”). The number of shares awarded will be based solely on the Company’s achievement of business and other goals solely determined by the Board prior to the start of each fiscal year. Any Option granted will have a purchase price equal to the fair market value on the grant date and will vest and become exercisable over a four ( 4 ) year vesting period such that 1/48 of the total number of Option shares will vest and become exercisable on each monthly anniversary. Vesting is contingent upon Executive’s continued employment with the Company. As of December 31, 2020, the Board had not granted Mr. Destler options under the Employment Agreement. The Employment Agreement also provides for cash bonus(es), payable to Mr. Destler, equal to 10% of first $ 1,000,000 of gross profits of the Company, 8% of the second $ 1,000,000 of gross profits of the Company, 6% of the third $ 1,000,000 of gross profits of the Company, 4% of the fourth $ 1,000,000 of gross profits of the Company, and 2% of all gross profits of the Company in excess of $ 4,000,000 . In lieu of any cash payment due to Mr. Destler as a bonus, Mr. Destler, may in his sole discretion, elect to receive shares of common stock of the Company at a rate of $ 0.75 per share. The Employment Agreement also provides for a cash fee, payable to Mr. Destler, (i) equal to 3 % (the “Transaction Fee”) of the aggregate value of any sale of all or a substantial amount of the assets or the capital stock of the Company, any sale, merger, consolidation or other event which results in the transfer of control of or a material interest in the Company or of all or a substantial amount of the assets of the Company, provided, however, in no event shall the Transaction Fee be less than $ 750,000 , and (ii) equal to 6 % (the “Licensing Transaction Fee”) of the aggregate value of any license, partnership or co-promotional agreement, joint venture, alliance, reselling agreement, development agreement and any other such transaction in which the Company transfers any rights to its technology or intellectual property where the aggregate licensing value is greater than $ 5,000,000 , provided, however, that in no event shall the License Transaction Fee be less than $ 750,000 . The Employment Agreement also obligates the Company to pay for the Executive’s costs related to his reasonable monthly cell phone and other mobile Internet costs, home office Internet costs, car and commuting costs not to exceed $ 1,000 per month, and club membership costs, all of which are payable not later than 10 days after the end of each month. Mr. Destler is also entitled to participate in the Company’s employee benefit programs and provide for other customary benefits. Finally, the employment agreements prohibit the executives from engaging in certain activities which compete with the Company, seek to recruit its employees or disclose any of its trade secrets or otherwise confidential information. The Executive is entitled to the following severance benefits under the Agreement. 1. Voluntary Termination or Termination for Cause 2. Involuntary Termination Apart from a Change of Control a. continued payment of his base salary for a period of twelve (12) months following the date of termination, in accordance with the Company’s normal payroll practices; b. reimbursement of his premium cost for continuation coverage for the lesser of the first twelve (12) months of continuation coverage or that number of months until Executive becomes eligible for reasonably comparable benefits under any future employer’s health insurance plan, c. payment of 100 % of Executive’s current year discretionary cash bonus regardless of the Company’s or the Executive’s achievement of the goals d. accelerated vesting as to 50 % of Executive’s then unvested option shares; and e. reimbursement for up to $ 100,000 of expenses incurred in obtaining new employment, provided Executive submits evidence that is satisfactory to the Company that the amount involved was expended and related to obtaining new employment. 3. Involuntary Termination Following a Change of Control a. continued payment of his base salary for a period of eighteen (18) months following the date of termination, in accordance with the Company’s normal payroll practices; b. reimbursement of his premium cost for continuation coverage for the lesser of the first eighteen (18) months of continuation coverage or that number of months until Executive becomes eligible for reasonably comparable benefits under any future employer’s health insurance plan, provided Executive makes a timely election for such continuation coverage and presents reasonably requested documentation of payment of such premiums; c. payment of 150 % of Executive’s current year discretionary cash bonus regardless of the Company’s or the Executive’s achievement of the goals referred to in Section 3.3 of this Agreement; d. accelerated vesting of 100 % of all the unvested option shares; and e. reimbursement for up to $ 50,000 of expenses incurred in obtaining new employment, provided Executive submits evidence that is satisfactory to the Company that the amount involved was expended and related to obtaining new employment. On March 21, 2021, the Agreement was amended (see Note 11). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes At December 31, 2020, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 8.8 million for Federal and state purposes. The carryforwards expire in various amounts through 2040. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2020 and 2019, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2020, and 2019, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2017 through 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: Schedule of Effective Income Tax Rate December 31, 2020 December 31, 2019 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % The components of deferred taxes consist of the following at December 31, 2020 and 2019: Schedule of Components of Deferred Taxes December 31, 2020 December 31, 2019 Net operating loss carryforwards $ 2,479,000 $ 1,587,000 Less: Valuation allowance (2,479,000 ) (1,587,000 ) Net deferred tax assets $ - $ - On August 24, 2021, the Company entered into an advisor agreement with INTE Securities LLC (“INTE”) regarding the role and compensation of INTE in connection with equity transactions in which the Company, in each case directly or indirectly through one or more affiliates, (i) raises equity capital from one or more investors or otherwise issues the Company’s capital stock or (ii) otherwise issues instruments convertible into the Company’s capital stock, with the principal purpose of raising capital from one or more investors identified by INTE to the Company. The advisor agreement shall expire on the date specified by either INTE or the Company not less than 30 days prior to the date of termination. The Company agreed to pay INTE a fee equal to 4.0% of the total principal amount of the equity capital received from an investor by the Company. The INTE fee will be fully earned and due and payable at the initial closing of such transaction regardless of whether the capital raised is funded at the initial closing or over time. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 11 – Related Party Transactions The Company subleases its office space from an individual who is personally indebted to the Company’s Chief Executive Officer. During the nine months ended September 30, 2021, the Company directed rent payments totaling $ 45,000 to Mr. Destler as partial repayment of the individual’s indebtedness. During the nine months ended September 30, 2021, the Company reimbursed the Company’s Chief Executive Officer $ 29,000 for contributions made on behalf of the Company to certain members of the United States Congress. On March 15, 2021, we entered into a consulting agreement with Mr. Klausner to provide the services to develop the Company’s financial model and corporate finance strategy and work on such matters as may be requested from time to time by us. The term of the consulting agreement was three months and expired on June 15, 2021. Mr. Klausner received 30,000 shares of the Opti-Harvest Inc. common stock for his services, estimated to have a fair value of approximately $ 60,000 . On July 1, 2021, Mr. Klausner was appointed to our Board of Directors and appointed Chairman of the Audit Committee. On May 17, 2021, Mr. Handy was hired by us as our Chief Financial Officer and Director of Operations. Before Mr. Handy’s employment with us, Mr. Handy provided services to us as a consultant to help us prepare for our financial statement audits and prepare our financial statements. During the nine months ended September 30, 2021, and prior to his date of employment with the Company, Mr. Handy was paid approximately $ 6,000 . Aaron Danks, son of a director of the Company, was paid for services provided to the Company. Aaron Danks was paid $ 26,000 for services during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, the Company paid for Aaron Danks medical insurance premiums of $ 2,700 . | Note 10 – Related Party Transactions At December 31, 2019, the Company had a due from related parties balance of $ 68,000 . Related parties are comprised of Jonathan Destler, the Company’s CEO, and Touchstone Advisors, Inc., a Nevada Corporation, for which Mr. Destler is the owner and president. The due from related parties balance of $ 68,000 at December 31, 2019 represents advances to Mr. Destler and Touchstone Advisors to purchase professional services on behalf of the Company. During the year ended December 31, 2020, $ 68,000 was used to pay for professional services provided to the Company leaving no remaining balance at December 31, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12 – Subsequent Events The Company has evaluated subsequent events occurring from October 1, 2021, through January 31, Common Stock Authorized On November 16, 2021, the Company’s Board of Directors authorized the increase in common stock authorized from 50,000,000 shares of common stock to 100,000,000 shares of common stock. Common Shares Issued for Services Subsequent to September 30, 2021, the Company issued an aggregate of 9,988 shares of common stock, with a fair value of approximately $ 60,000 at date of grant, or $ 6.00 per common share, to a consultant and a board member, for services rendered. Employee Option Grants Subsequent to September 30, 2021, the Company granted its new employees the option to purchase an aggregate of 100,000 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 2.00 per share. The Options Shares expire five years twelve months Senior Convertible Notes Payable Subsequent to September 30, 2021, the Company received net proceeds of $ 2.4 million after deducting an original issue discount of 15%, on the sale of approximately $ 2.8 million of its senior convertible notes payable including 2,767,706 warrants (see Note 6). Loan Payable On January 20, 2022, the Company financed the purchase of a vehicle for $ 49,000 71 15.54 1,066 Purchase Order Commitments Subsequent to September 30, 2021, the Company paid $ 606,000 of its purchase order commitments (see Note 10). | Note 11 – Subsequent Events Common Shares Issued on Private Offerings Subsequent to December 31, 2020, the Company received proceeds of $ 5.2 million on the sale of 2,597,500 shares of common stock, at an average price of $ 2.00 per share, as part of its private offering . Common Shares Issued for Services Subsequent to December 31, 2020, the Company issued 841,500 shares of common stock, with a fair value of approximately $ 1.7 million at date of grant, or $ 2.00 per common share, to Consultants. Purchase Order Obligation Subsequent to December 31, 2020, the Company issued purchase orders for tooling required to manufacture its products. The purchase orders totaled approximately $ 1.2 million, of which the Company paid $ 625,000 of deposits, leaving a remaining purchase order obligation of $ 625,000 as of the date this report was issued. Senior Convertible Notes Payable and Warrants Between September 23, 2021 and October 15, 2021 we offered and sold approximately $ 3,591,000 of Senior Convertible Promissory Notes (the “Notes”) and warrants (the “Warrants”) to purchase that number of shares of common stock into which the notes are convertible. Each Warrant is exercisable at a price (the “Exercise Price”) equal to 115 % of our initial public offering price. Each Note is convertible, in the sole discretion of the holder of the Note, into shares of our common stock at a purchase price equal to 80 % of the offering price of our initial public offering price. Each Note, issued at an original issue discount of 15 %, carries interest at a rate of 12 % per annum, and any interest payable under the Note shall automatically accrue and be capitalized to the principal amount of the Note, and shall thereafter be deemed to be a part of the principal amount of the Note, unless such interest is paid in cash on or prior to the maturity date of the Note. The Notes mature 12 months from the date of the Notes, provided, however, that noteholders have the right to call the Notes prior to maturity starting from the earlier of (i) the consummation of our first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by us of not less than $ 10,000,000 of our equity securities, as a result of or following which our common stock shall be listed on the Nasdaq Stock Market, and (ii) December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant. The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered simultaneous with this offering. Each Note and Warrant holder has (i) the right of first refusal to purchase up to 20 % of its pro rata share of new securities the that company offers, which right expires upon the consummation of an underwritten initial public offering by us or a change in control of us, and (ii) the right to be repaid any and all principal and interest due by us from any and all proceeds of us resulting from any sale of assets and any sale and issuance of and debt or equity securities. Amended Employment Agreement On March 21, 2021, the Company and Mr. Destler, Chief Executive Officer “(the “Executive”), entered into an amended Employment Agreement (the “Amended Agreement”). See Note 8 for the general terms of the employment agreement dated December 17, 2018. The Executive’s employment term of five ( 5 ) years was extended to a term of ten ( 10 ) years, and the Executive’s base salary increased to $ 240,000 per annum effective June 1, 2021. Executive’s monthly salary shall increase by not less than five percent (5%), on June 1, 2022, and by not less than five percent (5%) on Executive’s then monthly salary on June 1 of each year thereafter for the term of the Amended Agreement. The Amended Agreement replaced the Executive’s option for up to 1,000,000 shares of Company common stock annually at the discretion of the Board of Directors, with the option to purchase 4,000,000 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 2.00 per share, for a term to expire on April 1, 2031, and where 83,333 Option Shares vest monthly beginning on May 1, 2021. This option shall survive termination of the Agreement. The Amendment Agreement also granted Mr. Destler 1,000,000 shares of the Company’s common stock upon the Company’s listing of its common stock on any market of the Nasdaq or New York Stock Exchange. Executive may, in his sole discretion, be granted any part of or all such 1,000,000 shares in the form of a warrant or option, exercisable at $ 0.001 per share, for the purchase of 1,000,000 shares of common stock of the Company, for a term of five (5) years. Executive’s grant of and right to such 1,000,000 shares is conditioned upon and subject to Executive being an employee, officer or director of the Company at the time that the Company’s shares of common stock are listed on any market of the Nasdaq or New York Stock Exchange. Advisor Agreements On August 24, 2021, the Company entered into an advisor agreement with ICM Capital Management, LLC (“ICM”) regarding the role and compensation of ICM in connection with transactions in which the Company, directly or indirectly through one or more affiliates, raises debt capital or receives a loan from one or more investors identified by ICM to the Company to raise up to $ 2.0 million. The advisor agreement shall expire on the date specified by either ICM or the Company not less than 30 days prior to the date of termination. The Company agreed to pay ICM a fee equal to 2.0 % of the total principal amount of the loan to be made by an investor to the Company. On August 24, 2021, the Company entered into an advisor agreement with INTE Securities LLC (“INTE”) regarding the role and compensation of INTE in connection with equity transactions in which the Company, in each case directly or indirectly through one or more affiliates, (i) raises equity capital from one or more investors or otherwise issues the Company’s capital stock or (ii) otherwise issues instruments convertible into the Company’s capital stock, with the principal purpose of raising capital from one or more investors identified by INTE to the Company. The advisor agreement shall expire on the date specified by either INTE or the Company not less than 30 days prior to the date of termination. The Company agreed to pay INTE a fee equal to 4.0 % of the total principal amount of the equity capital received from an investor by the Company. The INTE fee will be fully earned and due and payable at the initial closing of such transaction regardless of whether the capital raised is funded at the initial closing or over time. Advisory Board Agreements On August 18, 2021 and September 24, 2021, the Company entered into a one year consulting agreement (the “Agreement”), with automatic annual renewals, for which the consultants are to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultants $ 5,000 per calendar quarter and granted the consultants options to purchase 20,000 shares of the Company’s common stock, with a three (3) year life, vesting over a twelve (12) month period, and exercisable at $ 2.00 per share. The consultant will be granted an additional 20,000 options to purchase shares on each automatic contract renewal period. On July 14, 2021, the Company entered into a three year consulting agreement (the “Agreement”) for which the consultant is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company issued 12,500 restricted shares of common stock to the consultant and granted options to purchase 25,000 shares of the Company’s common stock on January 1, 2022, options to purchase 30,000 shares of the Company’s common stock on July 1, 2022, options to purchase 30,000 shares of the Company’s common stock on January 1, 2023, and options to purchase 30,000 shares of the Company’s common stock on July 1, 2023. Each option shall have a term of three (3) years, vest immediately upon grant by the Company, and be exercisable at $ 2.00 per share. On July 1, 2021, the Company entered into a three year consulting agreement (the “Agreement”) for which the consultant is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultant $ 5,000 per month during the first six month period of the Agreement, and the Company shall grant, as of July 1, 2021, (i) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on the date hereof, at an exercise price of $ 2.00 per share, (ii) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on December 1, 2021, at an exercise price of $ 2.00 per share, (iii) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on June 1, 2022, at an exercise price of $4.00 per share, and (iv) a warrant, for a term of three years, to purchase 100,000 shares of common stock, which shall vest on December 1, 2022, at an exercise price of $ 4.00 per share. Equity Incentive Plan After December 31, 2020, the Board increased the number of common shares authorized to be issued under the Company’s 2016 Equity Incentive Plan (see Note 7) from 1,000,000 common shares to 7,000,000 common shares and granted 4,300,000 stock options to its executives and 25,000 stock options to an employee, at an exercise price of $ 2.00 per share. Kingdom Building Consulting Agreement On April 1, 2021, the Company entered into a consulting agreement with Kingdom Building, Inc. (“KBI”). For an initial one year period, with automatic annual extensions thereafter, KBI will advise, counsel and inform designated officers and employees of the Company as it relates to financial markets, competitors, business acquisitions and other aspects of or concerning the Company’s business about which KBI has knowledge or expertise. The Company agreed to pay $ 5,000 per month, with an additional $ 5,000 per month deferred until the closing of the first financing of $ 250,000 or greater. At the closing of the financing, the amount deferred will be due in full and the monthly fee will be $ 10,000 for the remainder of the contract term. The Company also agreed to sell to KBI, at par value, 50,000 shares of the Company’s common stock. Upon the closing of an investment in the Company of at least $ 5 million in gross proceeds by a third party investor, or any other funding that may take the form of, but not be limited to, debt or other alternative financing, or the entry into a joint venture or any other form of merger or consolidation between any other entity and the Company, the Company agreed to sell to KBI, at par value, shares of Company common stock equal to one percent ( 1.00 %) to the Company’s fully diluted shares outstanding, and upon the closing of an initial public offering of at least $ 5 million in gross proceeds, or any other form or merger or combination between any other entity and the Company, the Company agreed to sell to KBI, at par value, shares of Company common stock equity to one-half percent ( 0.50 %) of the Company’s fully diluted shares outstanding. On January 20, 2022, the Company financed the purchase of a vehicle for $ 49,000 71 15.54 1,066 Subsequent to September 30, 2021, the Company received net proceeds of $ 2.4 million after deducting an original issue discount of 15%, on the sale of approximately $ 2.8 million of its senior convertible notes payable including 2,767,706 warrants (see Note 6). |
Senior Convertible Notes Payabl
Senior Convertible Notes Payable and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Senior Convertible Notes Payable And Warrants | |
Senior Convertible Notes Payable and Warrants | Note 6 – Senior Convertible Notes Payable and Warrants Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable September 30, 2021 December 31, 2020 Senior convertible notes payable $ 824,000 $ - Less debt discount (685,000 ) - Total senior convertible notes payable, net $ 139,000 $ - During the nine months ended September 2021, the Company sold approximately $ 824,000 of Senior Convertible Promissory Notes (the “Notes”) and 824,000 warrants (the “Warrants”) to purchase that number of shares of common stock into which the notes are convertible. The Company received net proceeds of $ 700,000 after deducting an original issue discount of 15 %, or $ 124,000 , which was recorded as a debt discount. Each Warrant is exercisable at a price (the “Exercise Price”) equal to 115 % of its initial public offering price estimated to be $ 6.00 per share. The Company determined the fair value of the Warrants to be approximately $ 2.3 million of which the relative fair value of $ 576,000 was allocated and recorded as a component of debt discount. The fair value of the Warrants was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of the stock price of $ 6.00 per share, expected term of 1.50 years, volatility of 110 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.18 %. Each Note is convertible, in the sole discretion of the holder of the Note, into shares of our common stock at a purchase price equal to 80 % of the offering price of the initial public offering price estimated to be $ 6.00 per share. Each Note, issued at an original issue discount of 15 %, carries interest at a rate of 12 % per annum, and any interest payable under the Note shall automatically accrue and be capitalized to the principal amount of the Note, and shall thereafter be deemed to be a part of the principal amount of the Note, unless such interest is paid in cash on or prior to the maturity date of the Note. The Notes mature 12 months from the date of the Notes, provided, however, that noteholders have the right to call the Notes prior to maturity starting from the earlier of (i) the consummation of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $ 10 million of its equity securities, as a result of or following which common stock shall be listed on the Nasdaq Stock Market, and (ii) December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant. The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of this offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater. Each Note and Warrant holder has (i) the right of first refusal to purchase up to 20% of its pro rata share of new securities the that company offers, which right expires upon the consummation of an underwritten initial public offering by the Company or a change in control of the Company, and (ii) the right to be repaid any and all principal and interest due by the Company from any and all proceeds resulting from any sale of assets and any sale and issuance of debt or equity securities. Both the original issue discount of $ 124,000 and the allocated relative fair value of warrants issued of $ 576,000 , or an aggregate of $ 700,000 , were capitalized and recorded as a debt discount and are amortized over the remaining life of the Notes. Amortization of debt discount was $ 15,000 for the nine months ended September 30, 2021, leaving a remaining debt discount balance of $ 685,000 as of September 30, 2021. During the nine months ended September 30, 2021, the Company added $ 1,000 of accrued interest, leaving an accrued interest balance of $ 1,000 at September 30, 2021. Accrued interest in included in accounts payable and accrued expenses in the accompanying condensed balance sheets. As of September 30, 2021, 171,778 shares of common stock were potentially issuable under the conversion terms of the Notes. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2021, the Company fully reserved its inventory balance on hand based on its estimate of obsolete inventory. | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2021, the Company fully reserved its inventory balance on hand based on its estimate of obsolete inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 years Vehicle 5 years Office equipment 3 years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2020 and 2019, the Company determined there were no indicators of impairment of its property and equipment. | |
Intangible Assets | Intangible Assets Intangible assets are comprised of acquired patents (see Note 4). Intangible assets are assessed for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not the asset is impaired. If further testing is necessary, we compare the estimated fair value of the intangible asset with its book value. If the carrying amount of the intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the year ended December 31, 2019, the Company determined there was no impairment of its intangible assets. As of December 31, 2020, the intangible assets were fully amortized. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for product damaged during customer delivery. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the nine months ended September 30, 2021 and 2020, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, 2021 September 30, 2020 Warrants 3,800,654 2,287,500 Options 4,365,000 - Senior convertible notes 171,778 - Series A Preferred 1 1 Total 8,337,433 2,287,501 | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2020 and 2019, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2020 December 31, 2019 Warrants 1,278,375 643,750 Series A Preferred 1 1 Total 1,278,376 643,751 |
Stock Compensation Expense | Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company estimates the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. | Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2020 and 2019. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. | |
Research and Development | Research and Development Research and development costs include advisors, consultants, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the nine months ended September 30, 2021 and 2020, research and development costs were approximately $ 1.8 million and $ 1.1 million, respectively. | Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the years ended December 31, 2020 and 2019, research and development costs were $ 1,680,000 and $ 1,649,000 , respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and note payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“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).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“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).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Concentration Risks | Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 . The Company’s uses one primary vendor to manufacture its products available for sale, inventory, and our products used in field trials for research and development purposes. | Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 . The Company performs a regular review of customer activity and associated credit risks and does not require collateral or other arrangements. One customer accounted for 92 % of the Company’s sales during the year ended December 31, 2020. The Company’s currently uses one vendor to manufacturing the majority of its products, including products developed for the Company’s research and development activities. |
Segment Reporting | Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 years Vehicle 5 years Office equipment 3 years | |
Schedule of Anti-Dilutive Securities of Earning Per Share | For the nine months ended September 30, 2021 and 2020, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, 2021 September 30, 2020 Warrants 3,800,654 2,287,500 Options 4,365,000 - Senior convertible notes 171,778 - Series A Preferred 1 1 Total 8,337,433 2,287,501 | For the years ended December 31, 2020 and 2019, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2020 December 31, 2019 Warrants 1,278,375 643,750 Series A Preferred 1 1 Total 1,278,376 643,751 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory September 30, 2021 December 31, 2020 Inventory $ 60,000 $ - Reserve for obsolescence (60,000 ) - Total inventory $ - $ - | Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory September 30, 2021 December 31, 2020 Inventory $ 60,000 $ - Reserve for obsolescence (60,000 ) - Total inventory $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment is comprised of the following: Schedule of Property and Equipment September 30, 2021 December 31, 2020 Tools and molds $ 605,000 $ 592,000 Computer equipment 11,000 4,000 Vehicles 45,000 45,000 Total cost 661,000 641,000 Accumulated depreciation (512,000 ) (278,000 ) Net book value $ 149,000 $ 363,000 | Property and equipment consist of the following at December 31, 2020 and 2019: Schedule of Property and Equipment 2020 2019 Tools and molds $ 592,000 $ 211,000 Computer equipment 4,000 - Vehicles 45,000 - Total cost 641,000 211,000 Less: accumulated depreciation and amortization (278,000 ) (13,000 ) Property and equipment, net $ 363,000 $ 198,000 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Summary of Warrants | A summary of warrants for the nine months ended September 30, 2021 is as follows: Summary of Warrants Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 1,278,375 $ 3.00 Warrants granted 2,522,279 4.27 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, September 30, 2021 3,800,654 $ 3.85 Balance exercisable, September 30, 2021 3,500,654 $ 3.89 | A summary of warrants for the year ended December 31, 2020 and 2019, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2018 - $ - Warrants granted 643,750 3.00 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2019 643,750 3.00 Warrants granted 634,625 3.00 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2020 1,278,375 $ 3.00 Balance exercisable, December 31, 2020 1,278,375 $ 3.00 |
Summary of Outstanding Warrants Exercise Price | Information relating to outstanding options at September 30, 2021, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,365,000 9.45 $ 2.00 524,583 $ 2.00 4,365,000 9.45 $ 2.00 524,583 $ 2.00 | Information relating to outstanding warrants at December 31, 2020, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Share (Years) Exercise Price Shares Exercise Price $ 3.00 1,278,375 2 .00 $ 3.00 1,278,375 $ 3.00 1,278,375 2 .00 $ 3.00 1,278,375 $ 3.00 |
Summary of Options | A summary of stock options for the nine months ended September 30, 2021 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 - $ - Options granted 4,365,000 2.00 Options exercised - - Options expired or forfeited - - Balance outstanding, September 30, 2021 4,365,000 $ 2.00 Balance exercisable, September 30, 2021 524,583 $ 2.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: Schedule of Effective Income Tax Rate December 31, 2020 December 31, 2019 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % |
Schedule of Components of Deferred Taxes | The components of deferred taxes consist of the following at December 31, 2020 and 2019: Schedule of Components of Deferred Taxes December 31, 2020 December 31, 2019 Net operating loss carryforwards $ 2,479,000 $ 1,587,000 Less: Valuation allowance (2,479,000 ) (1,587,000 ) Net deferred tax assets $ - $ - On August 24, 2021, the Company entered into an advisor agreement with INTE Securities LLC (“INTE”) regarding the role and compensation of INTE in connection with equity transactions in which the Company, in each case directly or indirectly through one or more affiliates, (i) raises equity capital from one or more investors or otherwise issues the Company’s capital stock or (ii) otherwise issues instruments convertible into the Company’s capital stock, with the principal purpose of raising capital from one or more investors identified by INTE to the Company. The advisor agreement shall expire on the date specified by either INTE or the Company not less than 30 days prior to the date of termination. The Company agreed to pay INTE a fee equal to 4.0% of the total principal amount of the equity capital received from an investor by the Company. The INTE fee will be fully earned and due and payable at the initial closing of such transaction regardless of whether the capital raised is funded at the initial closing or over time. |
Senior Convertible Notes Paya_2
Senior Convertible Notes Payable and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Senior Convertible Notes Payable And Warrants | |
Schedule of Senior Convertible Notes Payable | Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable September 30, 2021 December 31, 2020 Senior convertible notes payable $ 824,000 $ - Less debt discount (685,000 ) - Total senior convertible notes payable, net $ 139,000 $ - |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 7,020,000 | $ 2,077,000 | $ 3,284,000 | $ 2,460,000 | |
Net Cash Provided by (Used in) Operating Activities | 3,806,000 | 1,882,000 | 2,504,000 | 2,198,000 | |
Stockholders' Equity Attributable to Parent | (1,540,000) | $ (625,000) | 29,000 | (627,000) | $ (512,000) |
Cash | 1,792,000 | 403,000 | $ 678,000 | ||
Proceeds from Issuance of Private Placement | $ 5,200,000 | ||||
Proceeds from sale of convertible debt | $ 2,400,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Tools, Dies and Molds [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 2 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Schedule of Anti-Dilutive Secur
Schedule of Anti-Dilutive Securities of Earning Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 8,337,433 | 2,287,501 | 1,278,376 | 643,751 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,800,654 | 2,287,500 | 1,278,375 | 643,750 |
Series A Preferred [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1 | 1 | 1 | 1 |
Options Held [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 4,365,000 | |||
Senior Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 171,778 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Product Information [Line Items] | ||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | |||
Research and Development Expense | $ 1,791,000 | $ 1,071,000 | $ 1,680,000 | $ 1,649,000 |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||
Number of Reportable Segments | Segment | 1 | |||
One Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 92.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 60,000 | |
Reserve for obsolescence | (60,000) | |
Total inventory |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 60,000 | $ 0 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 661,000 | $ 641,000 | $ 211,000 |
Less: accumulated depreciation and amortization | (512,000) | (278,000) | (13,000) |
Property and equipment, net | 149,000 | 363,000 | 198,000 |
Tools, Dies and Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 605,000 | 592,000 | 211,000 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 11,000 | 4,000 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 45,000 | $ 45,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 234,000 | $ 191,000 | $ 265,000 | $ 13,000 |
Intangible Assets and Conting_2
Intangible Assets and Contingent Earnout Liability (Details Narrative) - USD ($) | Apr. 07, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 03, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Research and Development Expense | $ 1,791,000 | $ 1,071,000 | $ 1,680,000 | $ 1,649,000 | |||||
Amortization of intangible asset | $ 42,000 | 42,000 | 166,000 | ||||||
Finance Lease, Liability, Current | 100,000 | ||||||||
Advance Royalties | $ 1,600,000 | 1,600,000 | |||||||
Royalty Expense | 30,000,000 | 30,000,000 | |||||||
Royalty Guarantees, Commitments, Amount | 30,000,000 | 30,000,000 | |||||||
Purchase Obligation | 625,000 | $ 1,200,000 | |||||||
Mr Booth [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Royalty Expense | $ 30,000,000 | $ 30,000,000 | |||||||
Percentage of consideration received | 0.30% | 0.30% | |||||||
Business Acquisition, Transaction Costs | $ 100,000,000 | $ 100,000,000 | |||||||
Concentration risk percentage | 0.25% | 0.25% | |||||||
Minimum [Member] | Mr Booth [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 0.20% | 0.20% | |||||||
Business Acquisition, Transaction Costs | $ 50,000,000 | $ 50,000,000 | |||||||
Maximum [Member] | Mr Booth [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 0.40% | 0.40% | |||||||
Business Acquisition, Transaction Costs | $ 150,000,000 | $ 150,000,000 | |||||||
License [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Revenues | $ 1,600,000 | $ 1,600,000 | |||||||
Percentage of consideration received | 7.60% | 7.60% | |||||||
License [Member] | Mr Booth [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 0.40% | 0.40% | |||||||
Product [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Concentration Risk, Percentage | 4.75% | 4.75% | |||||||
Disper Solar LLC [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 5.70% | 5.70% | |||||||
Business Acquisition, Transaction Costs | $ 100,000,000 | $ 100,000,000 | |||||||
Purchase Obligation, to be Paid, Remainder of Fiscal Year | $ 100,000 | ||||||||
Purchase Obligation | $ 100,000 | ||||||||
Disper Solar LLC [Member] | Patent Purchase Agreement [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | ||||||||
Disper Solar LLC [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 3.80% | 3.80% | |||||||
Business Acquisition, Transaction Costs | $ 50,000,000 | $ 50,000,000 | |||||||
Disper Solar LLC [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Percentage of consideration received | 7.60% | 7.60% | |||||||
Business Acquisition, Transaction Costs | $ 150,000,000 | $ 150,000,000 | |||||||
Disper Solar LLC [Member] | Initial Payment [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | 150,000 | ||||||||
Disper Solar LLC [Member] | Milestone Paymentst [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | $ 350,000 | ||||||||
Disper Solar LLC [Member] | Milestone Payments [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | $ 100,000 | $ 200,000 | $ 50,000 | ||||||
Research and Development Expense | $ 100,000 | ||||||||
Disper Solar LLC [Member] | Milestone Payments [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | 350,000 | ||||||||
Disper Solar LLC [Member] | Milestone Payments [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | $ 450,000 | ||||||||
Disper Solar LLC [Member] | Earnout Payments [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Payments to Acquire Intangible Assets | $ 800,000 | $ 800,000 | |||||||
Earnout payments, description | earnout payments of $ | Earnout Payments: $ |
Note Payable (Details Narrative
Note Payable (Details Narrative) - Notes Payable to Banks [Member] - Paycheck Protection Program Loan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Apr. 27, 2020 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 38,000 | |
Debt instrument interest rate percentage | 1.00% | |
Notes Payable | $ 38,000 | |
Debt Instrument, Decrease, Forgiveness | $ 38,000 |
Loan payable (Details Narrative
Loan payable (Details Narrative) - USD ($) | Nov. 20, 2020 | Oct. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Loans Payable | $ 35,000 | $ 40,000 | |||
Loans Payable, Current | 7,000 | $ 7,000 | |||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,000 | ||||
Debt Instrument, Term | 59 months | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.49% | ||||
Debt Instrument, Periodic Payment | $ 745 | ||||
Debt Instrument, Collateral | secured by the purchased vehicle | ||||
Debt Instrument, Annual Principal Payment | $ 5,000 |
Summary of Warrants (Details)
Summary of Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted Average Exercise Price, Balance outstanding | |||
Weighted Average Exercise Price, granted | 2 | ||
Weighted Average Exercise Price, exercised | |||
Warrants expired or forfeited | |||
Weighted Average Exercise Price, expired or forfeited | |||
Weighted Average Exercise Price, Balance outstanding | 2 | ||
Weighted Average Exercise Price, Balance exercisable | $ 2 | ||
Warrants, Balance outstanding | |||
Warrants granted | 4,365,000 | ||
Warrants exercised | |||
Warrants, Balance outstanding | 4,365,000 | ||
Warrants, Balance exercisable | 524,583 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants, Balance outstanding | 1,278,375 | 643,750 | |
Weighted Average Exercise Price, Balance outstanding | $ 3 | $ 3 | |
Warrants granted | 634,625 | 643,750 | |
Weighted Average Exercise Price, granted | 4.27 | $ 3 | $ 3 |
Warrants exercised | |||
Weighted Average Exercise Price, exercised | |||
Warrants expired or forfeited | |||
Weighted Average Exercise Price, expired or forfeited | |||
Warrants, Balance outstanding | 1,278,375 | 643,750 | |
Weighted Average Exercise Price, Balance outstanding | 3.85 | $ 3 | $ 3 |
Warrants, Balance exercisable | 1,278,375 | ||
Weighted Average Exercise Price, Balance exercisable | $ 3.89 | $ 3 | |
Warrants, Balance outstanding | 1,278,375 | ||
Warrants granted | 2,522,279 | ||
Warrants exercised | |||
Warrants, Balance outstanding | 3,800,654 | 1,278,375 | |
Warrants, Balance exercisable | 3,500,654 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Exercise Price (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Share | $ 4,365,000 | $ 1,278,375 |
Warrants and Rights Outstanding, Term | 9 years 5 months 12 days | 2 years |
Weighted Average Exercise Price | $ 2 | $ 3 |
Exercisable Share | $ 524,583 | $ 1,278,375 |
Exercisable Weighted Average Exercise Price | $ 2 | $ 3 |
Warrant Exercise Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price Per Share | $ 2 | $ 3 |
Share | $ 4,365,000 | $ 1,278,375 |
Warrants and Rights Outstanding, Term | 9 years 5 months 12 days | 2 years |
Weighted Average Exercise Price | $ 2 | $ 3 |
Exercisable Share | $ 524,583 | $ 1,278,375 |
Exercisable Weighted Average Exercise Price | $ 2 | $ 3 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) | Jul. 02, 2023shares | Jan. 03, 2023shares | Jul. 14, 2021$ / sharesshares | Jul. 02, 2021USD ($) | Jul. 02, 2021USD ($) | Jun. 28, 2021$ / sharesshares | May 02, 2021shares | Mar. 21, 2021USD ($) | Mar. 17, 2021USD ($)$ / sharesshares | Jan. 03, 2021USD ($)$ / sharesshares | Jan. 03, 2021$ / sharesshares | Sep. 24, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 01, 2022$ / sharesshares | Sep. 01, 2022$ / shares | Jul. 01, 2022shares | Dec. 01, 2021$ / sharesshares | Nov. 16, 2021$ / sharesshares | Jul. 13, 2021shares | Jul. 01, 2021$ / sharesshares | May 01, 2021$ / shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common Stock, Shares, Outstanding | 32,395,158 | 28,956,158 | 27,629,408 | |||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1 | 1 | 1 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 5,245,000 | $ 1,960,000 | $ 2,513,000 | $ 2,575,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 1,683,000 | $ 115,000 | $ 115,000 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 9 years 5 months 12 days | 2 years | ||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 4,166 | 16,666 | 4,365,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,365,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ||||||||||||||||||||||||
Common Stock, Shares, Issued | 32,395,158 | 28,956,158 | 27,629,408 | |||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 200,000 | |||||||||||||||||||||||
Severance Costs | $ | $ 100,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 7,400,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 885,000 | |||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 25,000 | 83,333 | 300,000 | 4,000,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 17,500,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,100,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 6 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 6,800,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 6,500,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||
Measurement Input, Commodity Market Price [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 0.90 | 0.83 | 0.90 | 1.34 | ||||||||||||||||||||
Measurement Input, Commodity Market Price [Member] | Equity Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | $ / shares | 2 | |||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 106 | 106 | 110 | 107 | ||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Advisory Board Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 382,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 200,000 | |||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Commodity Market Price [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 0.0025 | |||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 1.08 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 182,000 | |||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Equity Securities, FV-NI, Measurement Input | 0 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | 50,000,000 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 5,200,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 841,500 | |||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 40,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 53,000 | |||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 40,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||
Other Expenses | $ | $ 10,000 | |||||||||||||||||||||||
Consultants [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4 | $ 2 | $ 2 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | 30,000 | 25,000 | 20,000 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Other Expenses | $ | $ 5,000 | $ 5,000 | ||||||||||||||||||||||
Consultants [Member] | Subsequent Event [Member] | Advisory Board Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4 | $ 4 | $ 2 | $ 2 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Other Expenses | $ | $ 5,000 | |||||||||||||||||||||||
Mr Destler [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||||||||||||||||||||
Common Stock, Shares, Issued | 1,000,000 | |||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Shares Authorized | 7,000,000 | |||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 841,500 | 57,500 | 57,500 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 1,700,000 | $ 115,000 | $ 115,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ | $ 240,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | 709,000 | |||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | 154,000 | |||||||||||||||||||||||
Chief Financial Officer [Member] | Equity Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | 462,000 | |||||||||||||||||||||||
Officer [Member] | Equity Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | 38,000 | |||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 5,200,000 | $ 2,000,000 | $ 2,513,000 | $ 2,575,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,597,500 | 980,000 | 1,269,250 | 1,287,500 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Warrants expiration date | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | $ 3 | $ 3 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 634,625 | 643,750 | ||||||||||||||||||||||
Common stock warrant share | 1,298,750 | 490,250 | ||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | |||||||||||||||||||||||
Employee Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Employee Benefits and Share-based Compensation | $ | $ 3,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ | $ 19,000 | |||||||||||||||||||||||
Series A Preferred Stocks [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Preferred stock, shares desginated | 1 | |||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,532,279 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,800,654 | 1,278,375 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ||||||||||||||||||||||||
Common Stock, Other Shares, Outstanding | 1,000,000 | |||||||||||||||||||||||
Warrants outstanding and exercisable | 1 year 9 months 14 days | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 8,900,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 8,100,000 | |||||||||||||||||||||||
Intrinsic value per share | $ / shares | $ 6 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | 2 | |||||||||||||||||||||||
Common stock shares purchased | $ / shares | $ 2 | |||||||||||||||||||||||
Warrants to purchase common stock | 1,298,750 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ / shares | $ 3 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 823,529 | |||||||||||||||||||||||
Warrant [Member] | Mr Destler [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common Stock, Other Shares, Outstanding | 1,000,000 | |||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock shares purchased | $ / shares | $ 3 | |||||||||||||||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Percentage of warrants exercisable | 115.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 02, 2023 | Jan. 02, 2023 | Jul. 02, 2022 | Jan. 02, 2022 | Aug. 24, 2021 | Jul. 14, 2021 | Jul. 14, 2021 | Apr. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 03, 2021 |
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | $ (52,000) | $ (95,000) | $ (95,000) | ||||||||||
Purchase orders | 1,300,000 | ||||||||||||
Deposits Assets, Noncurrent | 625,000 | ||||||||||||
Purchase Obligation | $ 625,000 | $ 1,200,000 | |||||||||||
Professional Fees | 68,000 | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 15.00% | ||||||||||||
IPO [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 5,000,000 | ||||||||||||
Investor [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 2,000,000 | 5,000,000 | |||||||||||
Debt Instrument, Redemption Price, Percentage | 2.00% | ||||||||||||
INTE Securities LLC [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 4.00% | ||||||||||||
Kingdom Building Consulting Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Professional Fees | 5,000 | ||||||||||||
Deferred consulting fees | 5,000 | ||||||||||||
Deferred financing cost | 250,000 | ||||||||||||
Monthly fee for remaining period | $ 10,000 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 50,000 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 12,500 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 25,000 | ||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 2 | $ 2 | |||||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 30,000 | 30,000 | 30,000 | 25,000 | |||||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Deposits Assets, Noncurrent | $ 625,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Compensation Expense, Excluding Cost of Good and Service Sold | 90,000 | ||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 120,000 | ||||||||||||
Aggregate purchase price gross cash proceeds | 1,000,000 | ||||||||||||
Increase in salary employment agreement | $ 225,000 | ||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 1,000,000 | ||||||||||||
Option granted purchase price grant and vest exercisable period | 4 years | ||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.75 | ||||||||||||
Percentage of cash fee payable | 3.00% | ||||||||||||
Percentage of licensing transaction fee | 6.00% | ||||||||||||
Chief Executive Officer [Member] | Previously Reported [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Percentage of executives current year discretionary cash bonus | 100.00% | ||||||||||||
Percentage of executives unvested option shares | 50.00% | ||||||||||||
Chief Executive Officer [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Percentage of executives current year discretionary cash bonus | 150.00% | ||||||||||||
Percentage of executives unvested option shares | 100.00% | ||||||||||||
Chief Executive Officer [Member] | Office Equipment [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Costs and Expenses | $ 1,000 | ||||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | 4,000,000 | ||||||||||||
Licensing transaction fee | 750,000 | ||||||||||||
Chief Executive Officer [Member] | Maximum [Member] | Previously Reported [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Reimbursement expenses | 100,000 | ||||||||||||
Chief Executive Officer [Member] | Maximum [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Reimbursement expenses | 50,000 | ||||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Licensing transaction fee | 5,000,000 | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | 1,000,000 | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | 1,000,000 | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | 1,000,000 | ||||||||||||
Chief Executive Officer [Member] | Share Based Compensation Award Tranche Four [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Gross Profit | $ 1,000,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income tax benefit, net of federal benefit | (6.00%) | (6.00%) |
Change in valuation allowance | 27.00% | 27.00% |
Income taxes at effective tax rate |
Schedule of Components of Defer
Schedule of Components of Deferred Taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,479,000 | $ 1,587,000 |
Less: Valuation allowance | (2,479,000) | (1,587,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | Aug. 24, 2021 | Dec. 31, 2020 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Current Federal, State and Local, Tax Expense (Benefit) | $ 8.8 | |
INTE Securities LLC [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 4.00% | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Due from Related Parties | $ 68,000 | ||||
Due from Other Related Parties | $ 68,000 | ||||
Professional Fees | 68,000 | ||||
Repayments of Related Party Debt | $ 5,000 | ||||
Stock Issued During Period, Value, Issued for Services | 1,683,000 | $ 115,000 | $ 115,000 | ||
Mr Destler [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments for Rent | $ 45,000 | ||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | ||||
Board of Directors Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of Related Party Debt | $ 29,000 | ||||
Mr Klausner [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 60,000 | ||||
Mr Handy [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Due from (to) Related Party | 6,000 | ||||
Aaron Danks [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other Expenses | 26,000 | ||||
Premiums Receivable, Net | $ 2,700 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 02, 2023 | Jan. 03, 2023 | Jan. 20, 2022 | Oct. 15, 2021 | Jul. 14, 2021 | Jul. 02, 2021 | Apr. 02, 2021 | Apr. 01, 2021 | Apr. 01, 2021 | Mar. 21, 2021 | Jan. 03, 2021 | Jan. 03, 2021 | Sep. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2022 | Jul. 01, 2022 | Dec. 01, 2021 | Nov. 16, 2021 | Aug. 24, 2021 | Jul. 01, 2021 | Jun. 28, 2021 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,245,000 | $ 1,960,000 | $ 2,513,000 | $ 2,575,000 | ||||||||||||||||||||
Common stock fair value | $ 1,700,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | $ 2 | ||||||||||||||||||||||
Purchase Obligation | $ 1,200,000 | $ 1,200,000 | $ 625,000 | |||||||||||||||||||||
Payments to deposits | 625,000 | |||||||||||||||||||||||
Revenue, Remaining Performance Obligation, Amount | $ 625,000 | $ 625,000 | ||||||||||||||||||||||
Exercisable warrant percentage amount | 115.00% | |||||||||||||||||||||||
Common stock percentage amount | 80.00% | 0.50% | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.00% | 2.00% | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||
Available-for-sale Equity Securities, Gross Unrealized Loss | $ 10,000,000 | |||||||||||||||||||||||
Percentage of prorata securities | 20.00% | |||||||||||||||||||||||
Increase (Decrease) in Employee Related Liabilities | $ 240,000 | |||||||||||||||||||||||
Amended agreement description | Executive’s monthly salary shall increase by not less than five percent (5%), on June 1, 2022, and by not less than five percent (5%) on Executive’s then monthly salary on June 1 of each year thereafter for the term of the Amended Agreement. | |||||||||||||||||||||||
Executive stock option shares | 1,000,000 | |||||||||||||||||||||||
Option to purchase of common stock shares | 4,000,000 | |||||||||||||||||||||||
Exercise price per share | $ 2 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 83,333 | |||||||||||||||||||||||
Executive stock option shares of common stock | 1,000,000 | |||||||||||||||||||||||
Purchase of common stock shares | 1,000,000 | |||||||||||||||||||||||
Working capital | $ 2,000,000 | |||||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||
Stock options granted | 4,300,000 | |||||||||||||||||||||||
Proceeds from Leases Held-for-investment | $ 5,000,000 | |||||||||||||||||||||||
Common stock percentage outstanding amount | 1.00% | |||||||||||||||||||||||
Proceeds from Convertible Debt | $ 700,000 | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,767,706 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,683,000 | $ 115,000 | $ 115,000 | |||||||||||||||||||||
Shares Held in Employee Stock Option Plan, Allocated | 100,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |||||||||||||||||||||||
Commitments purchased amount | $ 606,000 | |||||||||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Proceeds from Convertible Debt | 2,400,000 | |||||||||||||||||||||||
Notes Issued | $ 2,800,000 | |||||||||||||||||||||||
Employee Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 2 | |||||||||||||||||||||||
Stock options granted | 25,000 | |||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||||||||||||||||||||
Proceeds from Leases Held-for-investment | $ 5,000,000 | |||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 40,000 | |||||||||||||||||||||||
Other Expenses | $ 10,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 2 | |||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 40,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 53,000 | |||||||||||||||||||||||
INTE Securities LLC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |||||||||||||||||||||||
Kingdom Building Consulting Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 50,000 | |||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Purchase of common stock shares | 1,000,000 | |||||||||||||||||||||||
Consultant And Board [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,988 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 6 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 60,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Option to purchase of common stock shares | 1,000,000 | |||||||||||||||||||||||
Exercise price per share | $ 0.001 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 2 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,532,279 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||||||||||||
Senior Convertible Promissory Notes Payable [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Notes Payable | $ 3,591,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,200,000 | |||||||||||||||||||||||
Proceeds from issuance of common stock shares | 2,597,500 | |||||||||||||||||||||||
Average price of common stock price per share | $ 2 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 841,500 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | 50,000,000 | |||||||||||||||||||||
Excess Stock, Shares Authorized | 7,000,000 | 7,000,000 | 100,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Automobile Loan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.54% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 49,000 | |||||||||||||||||||||||
Financing Receivable, Revolving, Converted to Term Loan During Period | 71 | |||||||||||||||||||||||
Interest Expense, Debt | $ 1,066 | |||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | 30,000 | 25,000 | 20,000 | ||||||||||||||||||||
Other Expenses | $ 5,000 | $ 5,000 | ||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 2 | $ 2 | ||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,000 | |||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 12,500 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | $ 2 | $ 2 | |||||||||||||||||||||
Subsequent Event [Member] | Kingdom Building Consulting Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||||||||||||||||||
Other Commitment, to be Paid, Year One | 5,000 | $ 5,000 | ||||||||||||||||||||||
Other Commitment, to be Paid, Year Two | 5,000 | 5,000 | ||||||||||||||||||||||
Other Commitment, to be Paid, Year Three | 250,000 | 250,000 | ||||||||||||||||||||||
Other Commitment, to be Paid, Year Four | $ 10,000 | $ 10,000 |
Schedule of Senior Convertible
Schedule of Senior Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less debt discount | $ (685,000) | $ 0 |
Total senior convertible notes payable, net | 139,000 | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior convertible notes payable | 824,000 | |
Less debt discount | (685,000) | |
Total senior convertible notes payable, net | $ 139,000 |
Senior Convertible Notes Paya_3
Senior Convertible Notes Payable and Warrants (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Sep. 24, 2021$ / shares | Sep. 24, 2021 | Jun. 28, 2021$ / shares | Jun. 28, 2021 | Mar. 17, 2021$ / shares | Mar. 17, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from Issuance of Warrants | $ 824,000 | |||||||||
Proceeds from Issuance of Debt | $ 700,000 | |||||||||
Debt Instrument, Redemption Price, Percentage | 15.00% | |||||||||
Debt Instrument, Unamortized Discount | $ 124,000 | |||||||||
Warrants exercisable price percentage | 115.00% | |||||||||
Fair Value Adjustment of Warrants | $ 2,300,000 | |||||||||
Long-term Debt, Fair Value | $ 576,000 | |||||||||
Equity securities FvNi measurement input term | 1 year 6 months | |||||||||
Percentage of common stock purchase price | 80.00% | |||||||||
Debt, Weighted Average Interest Rate | 12.00% | |||||||||
Long-term Debt, Term | 12 months | |||||||||
Debt and Equity Securities, Gain (Loss) | $ 10,000,000 | |||||||||
Warrant or Right, Reason for Issuance, Description | The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of this offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater. | |||||||||
Common Stock, Discount on Shares | $ 124,000 | |||||||||
Stock Issued | 700,000 | |||||||||
Amortization of Debt Discount (Premium) | 15,000 | |||||||||
Amortization | 685,000 | |||||||||
Interest Payable, Current | 1,000 | |||||||||
Accrued Liabilities, Current | $ 1,000 | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 8,337,433 | 2,287,501 | 1,278,376 | 643,751 | ||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 171,778 | |||||||||
Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Description | December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant. | |||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 576,000 | |||||||||
Measurement Input, Commodity Market Price [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity Securities, FV-NI, Measurement Input | 1.34 | 2 | 0.90 | 2 | 0.90 | 2 | 0.83 | |||
Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity Securities, FV-NI, Measurement Input | 1.10 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity Securities, FV-NI, Measurement Input | 0 | 0 | 0 | 0 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity Securities, FV-NI, Measurement Input | 0.0018 | |||||||||
IPO [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | |||||||||
Share Price | $ / shares | $ 6 | |||||||||
Senior Convertible Promissory Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Issued | $ 824,000 |
Summary of Options (Details)
Summary of Options (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Warrants, Balance outstanding | shares | |
Weighted Average Exercise Price, Balance outstanding | $ / shares | |
Options granted | shares | 4,365,000 |
Weighted Average Exercise Price, granted | $ / shares | $ 2 |
Options exercised | shares | |
Weighted Average Exercise Price, exercised | $ / shares | |
Options expired or forfeited | shares | |
Weighted Average Exercise Price, expired or forfeited | $ / shares | |
Warrants, Balance outstanding | shares | 4,365,000 |
Weighted Average Exercise Price, Balance outstanding | $ / shares | $ 2 |
Warrants, Balance exercisable | shares | 524,583 |
Weighted Average Exercise Price, Balance exercisable | $ / shares | $ 2 |