Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 |
Contact Personnel Name | Jonathan Destler |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | |||
Cash | $ 729,000 | $ 1,715,000 | $ 403,000 |
Accounts receivable | 9,000 | 18,000 | 1,000 |
Inventory | 516,000 | ||
Prepaid expense and other current assets | 45,000 | 87,000 | |
Total Current Assets | 1,299,000 | 1,820,000 | 404,000 |
Property and equipment, net of accumulated depreciation | 1,287,000 | 1,158,000 | 363,000 |
Vendor deposits | 277,000 | ||
Deferred offering costs | 228,000 | 186,000 | |
Total Assets | 2,814,000 | 3,441,000 | 767,000 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 1,794,000 | 986,000 | 618,000 |
Convertible notes payable, net of debt discount | 2,772,000 | 1,265,000 | |
Current portion of loan payable | 13,000 | 8,000 | 7,000 |
Patent purchase obligation | 100,000 | ||
Total Current Liabilities | 4,579,000 | 2,259,000 | 725,000 |
Loan payable, less current portion | 63,000 | 25,000 | 33,000 |
Note payable | 38,000 | ||
Total Liabilities | 4,642,000 | 2,284,000 | 796,000 |
Commitments and Contingencies | |||
Shareholders’ Equity (Deficit) | |||
Preferred stock, value | |||
Common stock, value | 3,000 | 3,000 | 3,000 |
Additional paid-in-capital | 25,076,000 | 20,344,000 | 9,105,000 |
Accumulated deficit | (26,907,000) | (19,190,000) | (9,137,000) |
Total Shareholders’ Equity (Deficit) | (1,828,000) | 1,157,000 | (29,000) |
Total liabilities and Shareholders’ Equity (Deficit) | $ 2,814,000 | $ 3,441,000 | $ 767,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated depreciation | $ 824,000 | $ 577,000 | $ 278,000 |
Debt instrument, unamortized discount, current | $ 819,000 | $ 2,326,000 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 33,736,399 | 32,405,146 | 28,956,158 |
Common stock, shares outstanding | 33,736,399 | 32,405,146 | 28,956,158 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
Statements of Operations
Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Net Sales | $ 20,000 | $ 13,000 | $ 40,000 | $ 20,000 |
Cost of goods sold | 26,000 | 50,000 | 102,000 | 115,000 |
Gross loss | (6,000) | (37,000) | (62,000) | (95,000) |
Operating expenses: | ||||
Selling, general and administrative expense | 4,120,000 | 3,536,000 | 6,591,000 | 1,467,000 |
Research and development expense | 1,257,000 | 1,191,000 | 2,621,000 | 1,680,000 |
Amortization of intangible assets | 42,000 | |||
Total operating expenses | 5,377,000 | 4,727,000 | 9,212,000 | 3,189,000 |
Loss from operations | (5,383,000) | (4,764,000) | (9,274,000) | (3,284,000) |
Interest expense | (1,723,000) | (3,000) | (817,000) | |
Gain on forgiveness of SBA PPP loan | 38,000 | 38,000 | ||
Financing costs | (611,000) | |||
Total other income (expense) | (2,334,000) | 35,000 | ||
Net Loss | $ (7,717,000) | $ (4,729,000) | $ (10,053,000) | $ (3,284,000) |
Loss per share – basic and diluted | $ (0.24) | $ (0.16) | $ (0.32) | $ (0.12) |
Weighted average number of shares outstanding – basic and diluted | 32,820,329 | 29,680,652 | 30,970,657 | 27,621,029 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | |||
Fair value of common shares issued for services | 115,000 | 115,000 | |||
Fair value of common shares issued for services, shares | 57,500 | ||||
Common shares issued in private offerings | 2,513,000 | 2,513,000 | |||
Common shares issued in private offerings, shares | 1,269,250 | ||||
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 | |||
Fair value of common shares issued for services | 1,652,000 | 1,652,000 | |||
Fair value of common shares issued for services, shares | 826,000 | ||||
Common shares issued in private offerings | 4,794,000 | 4,794,000 | |||
Common shares issued in private offerings, shares | 2,372,000 | ||||
Net Loss | (4,729,000) | (4,729,000) | |||
Fair value of vested stock options | 322,000 | 322,000 | |||
Ending balance, value at Jun. 30, 2021 | $ 3,000 | 15,873,000 | (13,866,000) | 2,010,000 | |
Ending balance, shares at Jun. 30, 2021 | 32,154,158 | 1 | |||
Beginning balance, value at Dec. 31, 2020 | $ 3,000 | 9,105,000 | (9,137,000) | (29,000) | |
Beginning balance, shares at Dec. 31, 2020 | 28,956,158 | 1 | |||
Fair value of common shares issued for services | 1,744,000 | 1,744,000 | |||
Fair value of common shares issued for services, shares | 851,488 | ||||
Net Loss | (10,053,000) | (10,053,000) | |||
Fair value of vested options and warrants issued for services | 1,768,000 | 1,768,000 | |||
Fair value of warrants recorded as debt discount | 2,482,000 | 2,482,000 | |||
Common shares and warrants issued in private offerings | 5,245,000 | $ 5,245,000 | |||
Common shares and warrants issued in private offerings, shares | 2,597,500 | ||||
Common shares issued in the exercise of warrants, shares | |||||
Ending balance, value at Dec. 31, 2021 | $ 3,000 | 20,344,000 | (19,190,000) | $ 1,157,000 | |
Ending balance, shares at Dec. 31, 2021 | 32,405,146 | 1 | |||
Fair value of common shares issued for services | 968,000 | $ 968,000 | |||
Fair value of common shares issued for services, shares | 322,500 | 122,500 | |||
Common shares issued in private offerings | 195,000 | $ 195,000 | |||
Common shares issued in private offerings, shares | 65,000 | ||||
Net Loss | (7,717,000) | (7,717,000) | |||
Fair value of vested options and warrants issued for services | 1,402,000 | 1,402,000 | |||
Fair value of vested restricted stock units | 75,000 | 75,000 | |||
Fair value of common shares issued for financing costs | 611,000 | 611,000 | |||
Fair value of common shares issued for financing costs, shares | 203,503 | ||||
Common shares issued in the exercise of warrants | 1,481,000 | $ 1,481,000 | |||
Common shares issued in the exercise of warrants, shares | 740,250 | ||||
Ending balance, value at Jun. 30, 2022 | $ 3,000 | $ 25,076,000 | $ (26,907,000) | $ (1,828,000) | |
Ending balance, shares at Jun. 30, 2022 | 33,736,399 | 1 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (7,717,000) | $ (4,729,000) | $ (10,053,000) | $ (3,284,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 247,000 | 156,000 | 299,000 | 265,000 |
Amortization of intangible assets | 42,000 | |||
Amortization of debt discount | 1,507,000 | 713,000 | ||
Financing costs | 611,000 | |||
Change in inventory reserve | 45,000 | 60,000 | ||
Fair value of common stock issued for services | 968,000 | 1,652,000 | 1,744,000 | 115,000 |
Fair value of vested options and warrants | 1,402,000 | 322,000 | 1,768,000 | |
Fair value of vested restricted stock units | 75,000 | |||
Gain on forgiveness of SBA PPP loan | (38,000) | (38,000) | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 9,000 | 1,000 | (17,000) | (1,000) |
Inventory | (486,000) | (64,000) | (60,000) | |
Prepaids and other current assets | 42,000 | (207,000) | (87,000) | |
Accounts payable and accrued expenses | 808,000 | 4,000 | 368,000 | 359,000 |
Net cash used in operating activities | (2,534,000) | (2,858,000) | (5,303,000) | (2,504,000) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (80,000) | (16,000) | (20,000) | (390,000) |
Deposits on purchase of equipment | (1,351,000) | |||
Net cash used in investing activities | (80,000) | (16,000) | (1,371,000) | (390,000) |
Cash Flows from Financing Activities | ||||
Proceeds from sale of common stock | 195,000 | 4,794,000 | 5,245,000 | 2,513,000 |
Proceeds from exercise of warrants | 1,481,000 | |||
Proceeds from convertible notes payable | 3,034,000 | |||
Proceeds from note payable | 38,000 | |||
Deferred offering costs | (42,000) | (186,000) | ||
Repayment of loans payable | (6,000) | (4,000) | (7,000) | |
Repayment of patent purchase obligation | (100,000) | (100,000) | ||
Repayment of related parties | 68,000 | |||
Net cash provided by financing activities | 1,628,000 | 4,690,000 | 7,986,000 | 2,619,000 |
Net increase (decrease) in cash | (986,000) | 1,816,000 | 1,312,000 | (275,000) |
Cash beginning of period | 1,715,000 | 403,000 | 403,000 | 678,000 |
Cash end of period | 729,000 | 2,219,000 | 1,715,000 | 403,000 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 3,000 | 3,000 | 3,000 | |
Cash paid for income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Fair value of warrants recorded as a debt discount | 2,482,000 | |||
Transfer of deposits on purchase of equipment to property and equipment | 1,074,000 | |||
Reclassification of vendor deposits to property and equipment | 247,000 | |||
Reclassification of vendor deposits to inventory | 30,000 | |||
Issuance of loan payable for vehicle purchase | $ 49,000 | $ 40,000 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and the results of operations and cash flows for the six months ended June 30, 2022 and 2021. The balance sheet as of December 31, 2021 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 registration statement. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022. COVID-19 Considerations During the six months ended June 30, 2022, 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 condensed 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 condensed financial statements, during the six months ended June 30, 2022, the Company recorded a net loss of $ 7,717,000 , used cash in operations of $ 2,534,000 and had a shareholders’ deficit of $ 1,828,000 on June 30, 2022. 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, 2021 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 June 30, 2022, the Company had cash on hand in the amount of $ 729,000 1,105,000 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 shareholders, 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, 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 year ended December 31, 2021, the Company recorded a net loss of $ 10.1 5.3 At December 31, 2021, the Company had cash on hand in the amount of $ 1.7 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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, 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 June 30, 2022, the Company determined that no reserve for obsolete inventory was necessary. Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financings. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. 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 shareholders 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 shareholders 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 six months ended June 30, 2022 and 2021, 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 June 30, 2022 June 30, 2021 Warrants 5,870,610 2,264,375 Options 4,540,000 4,325,000 Restricted stock units 200,000 - Senior convertible notes 1,627,522 - Series A Preferred 1 1 Total 12,238,133 6,789,376 Anti-dilutive securities 12,238,133 6,789,376 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. During the six months ended June 30, 2022 and 2021, common shares of the Company were not publicly traded. As such, during the period, 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 six months ended June 30, 2022 and 2021, research and development costs were approximately $ 1,257,000 1,191,000 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 May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or 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. Five customers accounted for 24 21 16 12 10 10 The Company’s uses two vendors to manufacture its products available for sale, inventory, and our products used in field trials for research and development purposes. 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. | 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 December 31, 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 3 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, 2021 and 2020, the Company determined there were no indicators of impairment of its property and equipment. Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financings. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. 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, 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 December 31, 2021 December 31, 2020 Warrants 6,578,360 1,278,375 Options 4,415,000 - Senior convertible notes 769,240 - Series A Preferred 1 1 Total 11,762,601 1,278,376 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. During the year ended December 31, 2021 and 2020, common shares of the Company were not publicly traded. As such, during the period, the Company estimated 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. 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, 2021, and 2020. 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, 2021 and 2020, research and development costs were $ 2,621,000 1,680,000 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 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 performs a regular review of customer activity and associated credit risks and does not require collateral or other arrangements. One customer accounted for 45% 92% 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. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 December 31, 2021 Tools and molds $ 1,990,000 $ 1,682,000 Computer equipment 8,000 8,000 Vehicles 113,000 45,000 Total cost 2,111,000 1,735,000 Accumulated depreciation (824,000 ) (577,000 ) Net book value $ 1,287,000 $ 1,158,000 Depreciation expense for the six months ended June 30, 2022 and 2021 was $ 247,000 156,000 49,000 247,000 | Note 3 – Property and Equipment Property and equipment consist of the following at December 31, 2021 and 2020: Schedule of Property and Equipment 2021 2020 Tools and molds $ 1,682,000 $ 592,000 Office equipment 8,000 4,000 Vehicles 45,000 45,000 Total cost 1,735,000 641,000 Less: accumulated depreciation and amortization (577,000 ) (278,000 ) Property and equipment, net $ 1,158,000 $ 363,000 Depreciation expense for the years ended December 31, 2021 and 2020, was $ 299,000 265,000 |
Earnout and Royalty Obligations
Earnout and Royalty Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Earnout And Royalty Obligations | |
Earnout and Royalty Obligations | Note 4 – Earnout and Royalty Obligations DisperSolar LLC (Related Party) 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 $ 100,000 100,000 Earnout Payments The Company is obligated to pay total earnout payments of $ 800,000 1.6 Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 30 (ii) Once Purchaser has paid to Seller an aggregate amount in royalties of $ 30 4.75% As of December 31, 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% 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% 50 (ii) 5.7% 100 50 150 (iii) 7.6% 150 Inventor Royalty (Related Party) 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 0.25% (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% (b) 0.2% 50 (c) 0.3% 100 50 150 (d) 0.4% 150 As of December 31, 2021 and December 31, 2020, no amounts were due for earnouts or royalties. Both Yosepha Shahak Ravid and Nicholas Booth are members of the Seller, and are named inventors of the acquired patents from the Seller, discussed above. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by the Company. |
Senior Convertible Notes Payabl
Senior Convertible Notes Payable and Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022 December 31, 2021 Senior convertible notes payable $ 3,591,000 $ 3,591,000 Less debt discount (819,000 ) (2,326,000 ) Total senior convertible notes payable, net $ 2,772,000 $ 1,265,000 During the year ended December 31, 2021, the Company sold approximately $ 3,591,000 3,591,235 3,034,000 15 539,000 18,000 115 3.00 13.6 2.5 3,591,000 The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80 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 3.00 15 12 The Notes mature 12 10 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. 203,503 611,000 3.00 611,000 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 the Company’s initial public 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 The total of the original issue discount of $ 539,000 18,000 2.5 3.0 2.3 1.5 819,000 The accrued interest balance was $ 101,000 214,000 315,000 As of June 30, 2022, 1,627,522 | Note 5 – Senior Convertible Notes Payable and Warrants Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable December 31, 2021 December 31, 2020 Senior convertible notes payable $ 3,591,000 $ - Less debt discount (2,326,000 ) - Total senior convertible notes payable, net $ 1,265,000 $ - During the year ended December 31, 2021, the Company sold approximately $ 3,591,000 3,591,235 3,034,000 15 539,000 18,000 115 6.00 13.6 2.5 6.00 6.90 115 3.0 110 0 0.53 0.66 The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80 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 6.00 15 12 The Notes mature 12 10 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 the Company’s initial public 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 Both the original issue discount of $ 539,000 18,000 2.5 3.0 713,000 2.3 During the years ended December 31, 2021, the Company added $ 101,000 101,000 As of December 31, 2021, 802,685 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 6 – 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 38,000 38,000 |
Loans payable
Loans payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Loans payable | Note 7 – Loans payable Loans payable is comprised of the following: Schedule of Loans Payable June 30, 2022 December 31, 2021 Loans payable $ 76,000 $ 33,000 Less current portion (13,000 ) (8,000 ) Noncurrent portion $ 63,000 $ 25,000 On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 59 4.49 745 33,000 On January 20, 2022, the Company financed the purchase of second vehicle for $ 49,000 71 15.54 1,066 6,000 76,000 | Note 7 – Loan payable Loans payable Schedule of Loans Payable On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 59 4.49 745 secured by the purchased vehicle. 40,000 7,000 7,000 33,000 8,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Shareholders’ Equity (Deficit) | Note 8 – Shareholders’ Equity (Deficit) Common Shares Issued on Exercise of Warrants During the six months ended June 30, 2022, the Company temporarily reduced the exercise price of certain warrants issued as part of the Company’s $ 2.00 3.00 2.00 1.5 740,250 740,250 2.00 Common Shares Issued on Private Offerings During the six months ended June 30, 2022, the Company received net proceeds of approximately $ 195,000 65,000 3.00 3.00 4.00 December 31, 2023 32,500 During the six months ended June 30, 2021, the Company received net proceeds of approximately $ 4.8 2,372,000 2.00 2.00 3.00 December 31, 2022 Common Shares Issued for Financing Costs On May 16, 2022, the Company entered into an amendment (see Note 6) to extend the call provisions in its senior secured convertible notes to June 15, 2022, in exchange for issuing its senior convertible note holders an aggregate of 203,503 611,000 3.00 611,000 Common Shares Issued for Services During the six months ended June 30, 2022, 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. In addition, the Company issued shares to a director for board service. During the six months ended June 30, 2022, the Company issued 122,500 368,000 200,000 600,000 During the six months ended June 30, 2021, 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. In addition, the Company issued shares to a director for board service. During the six months ended June 30, 2021, the Company issued 826,000 1.7 Summary of Restricted Stock Units On May 17, 2022, the Company granted an aggregate of 200,000 600,000 10 no 75,000 525,000 Summary of Warrants A summary of warrants for the six months ended June 30, 2022 is as follows: Summary of Warrants Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 6,578,360 $ 4.97 Warrants granted 32,500 4.00 Warrants exercised (740,250 ) 2.00 Warrants expired or forfeited - - Balance outstanding, June 30, 2022 5,870,610 $ 3.28 Balance exercisable, June 30, 2022 5,770,610 $ 3.27 During the six months ended June 30, 2022, the Company received proceeds of approximately $ 1.5 740,250 740,250 2.00 During the six months ended June 30, 2022, the Company recognized $ 66,000 27,000 As of June 30, 2022, the outstanding and exercisable warrants have an intrinsic value of $ 200,000 200,000 3.00 Summary of Options A summary of stock options for the six months ended June 30, 2022 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 4,415,000 $ 2.00 Options granted 175,000 2.00 Options exercised - - Options expired or forfeited (50,000 ) 2.00 Balance outstanding, June 30, 2022 4,540,000 $ 2.00 Balance exercisable, June 30, 2022 1,535,833 $ 2.00 Information relating to outstanding options at June 30, 2022, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,540,000 8.52 $ 2.00 1,535,833 $ 2.00 4,540,000 8.52 $ 2.00 1,535,833 $ 2.00 On May 9, 2022, the Employment Agreement with Steve Handy, the Company’s Chief Financial Officer and Director of Operations was ratified, confirmed, and approved. The Employment Agreement is for a two-year period with an initial base salary of $ 220,000 per annum and increased by 5% on the first anniversary of the Employment Agreement. The Employment Agreement includes a cash severance provision of $ 100,000 if Mr. Handy’s employment is terminated without cause. The Company granted Mr. Handy stock options to purchase 100,000 shares of common stock under the Company’s 2022 Stock Incentive Plan, at an exercise price of $ 2.00 per common share, with a vesting period of two years, and an expiration period of five years. The total fair value of these options at grant date was approximately $ 220,000 , which was determined using a Black-Scholes-Merton option pricing model with the following assumptions: fair value of our stock price of $ 3.00 per share, based on the Company’s current private offering price, the expected term of three years, volatility of 108 %, dividend rate of 0 %, and risk-free interest rate of 2.81 %. During the six months ended June 30, 2022, the Company granted employees aggregate options to purchase 75,000 shares of common stock under the Company’s 2022 Stock Incentive Plan, at an exercise price of $ 2.00 per common share, with a vesting period of twelve months, and an expiration period of five years. The total fair value of these options at grant date was approximately $ 306,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumptions: fair value of our stock price of $ 5.00 per share, based on the most recent valuation report, and valuation discussions with our former underwriters pursuant to our recently withdrawn initial public offering, and the Company’s current private offering price, the expected term of three years, volatility of 115 %, dividend rate of 0 %, and risk-free interest rate of 1.63 %. During the six months ended June 30, 2022, the Company recognized approximately $ 1,337,000 5,269,000 As of June 30, 2022, the outstanding and exercisable options have an intrinsic value of $ 4,540,000 1,536,000 3.00 | Note 8 – Shareholders’ Equity Shareholders’ Equity (Deficit) The following description summarizes the material terms of our capital stock. Our authorized capital stock consists of 100,000,000 0.0001 1,000,000 1 0.0001 32,405,146 1 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, 2021 and 2020, the Company received net proceeds of $ 5.2 2.5 2,597,500 1,269,250 2.00 2.00 3.00 December 31, 2022 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, 2021, the Company issued 851,488 1.7 2.05 57,500 115,000 2.00 Summary of Warrants A summary of warrants for the years ended December 31, 2021 and 2020, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price 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 Warrants granted 5,299,985 5.45 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 6,578,360 $ 4.97 Balance exercisable, December 31, 2021 6,378,360 $ 5.00 Information relating to outstanding warrants at December 31, 2021, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 2.00 200,000 2.50 $ 3.00 200,000 $ 2.00 $ 3.00 2,587,125 1.00 $ 3.00 2,587,125 $ 3.00 $ 4.00 200,000 2.50 $ 4.00 - $ 4.00 $ 6.61 3,591,235 2.76 $ 6.61 3,591,235 $ 6.61 6,578,360 2.06 $ 4.97 6,378,360 $ 5.00 During the year ended December 31, 2021, the Company issued warrants exercisable into an aggregate of 5,299,985 2.06 8.2 7.9 6.00 Warrants Issued in Private Offering In conjunction with the sale of the common shares issued as part of the Company’s $ 2.00 3.00 1,308,750 634,625 3.00 Warrants Issued with Senior Convertible Notes Payable In conjunction with the sale of senior convertible notes payable, the Company issued warrants to purchase an aggregate of 3,591,235 80 115 Warrants Issued under 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 $ 5,000 100,000 2.00 100,000 2.00 100,000 4.00 100,000 4.00 382,000 2.00 five years 108 0 0.25 During the year ended December 31, 2021, the Company recognized $ 288,000 93,000 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 1 7 A summary of stock options for the year ended December 31, 2021 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 - $ - Options granted 4,415,000 2.00 Options exercised - - Options expired or forfeited - - Balance outstanding, December 31, 2021 4,415,000 $ 2.00 Balance exercisable, December 31, 2021 880,417 $ 2.00 Information relating to outstanding options at December 31, 2021, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,415,000 9.15 $ 2.00 880,417 $ 2.00 During the year ended December 31, 2021, as discussed below, the Company approved options exercisable into 4,415,000 7.6 1.5 6.1 As of December 31, 2021, the outstanding and exercisable options have an intrinsic value of $ 17.7 3.5 6.00 Options Issued under 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”) (see Note 8). The Amended Agreement granted the Executive an option to purchase 4,000,000 2.00 April 1, 2031 83,333 2.00 6.8 2.00 seven years 107 0 1.34 1.1 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 $ 200,000 100,000 The Employment Agreement granted the Executive an option to purchase 300,000 2.00 May 17, 2026 16,666 2.00 462,000 2.00 five years 106 0 0.83 269,000 Employee Option Grants During the year ended December 31, 2021, the Company granted its employees options to purchase an aggregate of 75,000 2.00 2.00 6.67 310,000 4.67 115 0 1.12 61,000 Options Issued under 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 40,000 2.00 40,000 53,000 2.00 110 0 0.90 17,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 9 – 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. 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 25,000 25,000 30,000 30,000 30,000 3 2.00 ICM Capital Management, LLC 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 2.0 INTE Securities LLC 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 Corporate Capital Group, Inc. On April 19, 2022, the Company entered into an advisor agreement (“Agreement”) with Corporate Capital Group, Inc. (“CCG”) to assist the Company as its non-exclusive financial advisor with regard to a proposed capital investment by third parties introduced to the Company by CCG (the “Investors”). This authorization includes the possible sale of any of the Company’s assets including its intellectual property, business or equity, debt or other securities. This authorization covers such a sale by means of any merger, consolidation, recapitalization, joint venture, business combination, exchange offer or purchase or sale or licensing of securities or assets. Also covered by this authorization is any other transaction resulting in a change of control of the Company or its assets, securities or business, the acquisition of any shares of its stock or the disposition outside the ordinary course of business of any of its assets, securities or business. This Agreement shall become effective on the date of execution of this Agreement by the Company (the “Effective Date”) and the term of this Agreement and the appointment provided for herein (the “Term”) shall end at any time after three (3) months following the Effective Date, on thirty days written notice from either party to the other. Compensation for Services 1. The Company agreed to pay CCG a fee of $ 10,000 2. If any Investor Transaction is consummated (a) during the Term with any Investor; or (b) within thirty-six months after the end of the Term with any Investor, then: i) At each closing of an Investor Transaction, the Company shall pay CCG or cause CCG to be paid, a cash fee (the “Investor Transaction Fee”) of seven percent ( 7 ii) In connection with the exercise of any warrants issued to the Investor in connection with the Investor Transactions (the “Investor Warrants”), the Company shall pay CCG or cause CCG to be paid, by wire transfer on the day that the Company receives any payment resulting from the exercise of the Investor Warrants, a cash fee of seven percent ( 7 iii) On completion of any Transaction, the Company shall issue to CCG or its permitted assignees, warrants (the “Agent Warrants”) to purchase seven percent (7%) of the aggregate number of shares of common stock of the Company sold (or issuable upon exercise of any convertible securities sold) in such Investor Transaction at an exercise price equal to one hundred percent ( 100 For the avoidance of doubt only, the Agent Warrants shall represent seven percent (7%) of the stock issued to the Investor and not seven percent (7%) of the total Company equity. The Agent Warrants shall provide for (a) a five (5) year term, and (b) cashless exercise provisions, and (c) piggyback and demand registration rights, and (d) standard anti-dilution protections. The shares of the Common Stock of the Company underlying the Agent Warrants, if any, (and the shares of Common Stock underlying the securities issuable upon exercise of the Agent Warrants) shall be registered in the registration statement, if any, filed in connection with the Investor Transaction Aggregate Consideration is defined and computed as follows: ● The total sale proceeds and other consideration received by the Company and/or holders of its stock, options, warrants and convertible securities upon the consummation of any Transaction, and if a portion of such consideration includes contingent payments, Aggregate Consideration shall also include the face value of such payments as and when they are received by the Company. ● If the Aggregate Consideration for the Transaction consists in whole or in part of securities or other property, for the purposes of calculating the amount of Aggregate Consideration, the value of such securities or other property will be the value thereof on the day preceding the consummation of the Transaction as the Company and CCG agree, provided, however, that in the case of securities for which there is a public trading market, the value will be determined by the average last sales prices for such securities for the last twenty trading days prior to such consummation as determined by CCG. In the case of debt securities for which there is no public trading market, the value thereof shall be the principal amount thereof. If there is no public trading market for securities or other property other than debt securities received or receivable as part of Aggregate Consideration and the parties are unable to agree on their value, then each of CCG and the Company will select an investment banking firm respected in the merger and acquisition field to determine a value and the midpoint between the two values established by the two independent experts will be the fair market value for the purpose hereof. 3. If any Technology Partner Transaction is consummated (a) during the Term with any Technology Partner; or (b) within thirty-six months after the end of the Term with any Technology Partner; then, at each closing of a Technology Partner Transaction, the Company shall pay CCG a cash fee (the “Technology Partner Transaction Fee”) of five percent ( 5 4. The Company agrees to reimburse CCG for all reasonable out-of-pocket expenses incurred in carrying out the terms of this Agreement, including travel and entertainment, courier, and other reasonable expenses. These out-of-pocket expenses shall be payable from time to time upon invoicing by CCG at any time after the commencement of this Agreement, and all invoices shall be payable by the Company within seven (7) days. | Note 9 – 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. 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 5,000 250,000 10,000 50,000 Upon the closing of an investment in the Company of at least $ 5 1.00 5 0.50 Advisory 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 25,000 25,000 30,000 30,000 30,000 3 2.00 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 2.0 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 Chief Executive Officer Employment Agreement Jonathon Destler, Chief Executive Officer The Company and Jonathan Destler entered into an Employment Agreement (the “Employment Agreement”) dated December 17, 2018, and as amended on March 31, 2021, which provides for an annual base salary of $ 240,000 The salary will increase by 7% on November 1 of each year, based on the salary due in the year prior to each such 7% increase. The Employment Agreement also grants to Mr. Destler an option, dated March 31, 2021, to purchase 4,000,000 2.00 April 1, 2031 83,333 Mr. Destler shall be granted 1,000,000 Mr. Destler 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 1,000,000 5 The Employment Agreement also provides for cash bonus(es), payable to Mr. Destler, equal to 10% of first $ 1,000,000 1,000,000 1,000,000 1,000,000 4,000,000 0.75 The Employment Agreement also provides for a cash fee, payable to Mr. Destler, (i) equal to 3 750,000 6 5,000,000 750,000 The Employment Agreement also obligates us to pay for Mr. Destler’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 Mr. Destler is entitled to receive severance benefits upon termination of employment with the Company. Mr. Destler’s entitlement to such severance benefits shall be conditioned upon Mr. Destler’s execution and delivery to us of (i) a general release of all claims, (ii) a resignation from all of Mr. Destler’s positions with us and (iii) an agreement not to directly or indirectly be employed or involved with any business developing or exploiting any products or services that are competitive with products or services (a) being commercially developed or exploited by us during Mr. Destler’s employment and (b) on which Mr. Destler worked or about which Mr. Destler learned proprietary information or trade secrets of us during Mr. Destler’s employment with us. If Mr. Destler voluntarily elects to terminate his employment with us other than by Mr. Destler’s resignation for good reason or if we terminate Mr. Destler’s employment for cause, or Mr. Destler dies or becomes incapacitated or otherwise disabled in such a manner that, in the sole determination of our board of directors, Mr. Destler cannot reasonably perform the duties to us, then Mr. Destler shall not be entitled to receive payment of any severance benefits. Mr. Destler will receive payment for all salary and unpaid vacation accrued as of the date of Mr. Destler’s termination of employment and Mr. Destler’s benefits will be continued solely to the extent of our then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination. If Mr. Destler’s employment is terminated by us without cause or by Mr. Destler’s resignation for good reason prior to or more than 12 months after, a change of control, Mr. Destler will receive payment for all salary and unpaid vacation accrued as of the date of Mr. Destler’s termination of employment, and, in addition, Mr. Destler will be entitled to receive the following severance benefits: (i) continued payment of his base salary for a period of 12 months following the date of termination, in accordance with our normal payroll practices; (ii) reimbursement of his premium cost for continuation coverage for the lesser of the first 12 months of continuation coverage or that number of months until Mr. Destler becomes eligible for reasonably comparable benefits under any future employer’s health insurance plan, provided Mr. Destler makes a timely election for such continuation coverage and presents reasonably requested documentation of payment of such premiums; (iii) payment of 100 (iv) accelerated vesting as to 50 (v) reimbursement for up to $ 100,000 If Mr. Destler’s employment is terminated by us without cause or by Mr. Destler’s resignation for good reason in either case within 12 months following a change of control, Mr. Destler will receive payment for all salary and unpaid vacation accrued as of the date of Mr. Destler’s termination of employment, and, in addition, Mr. Destler will be entitled to receive the following severance benefits: (i) continued payment of his base salary for a period of 18 months following the date of termination, in accordance with our normal payroll practices; (ii) reimbursement of his premium cost for continuation coverage for the lesser of the first 18 months of continuation coverage or that number of months until Mr. Destler becomes eligible for reasonably comparable benefits under any future employer’s health insurance plan, provided Mr. Destler makes a timely election for such continuation coverage and presents reasonably requested documentation of payment of such premiums; (iii) payment of 150 (iv) accelerated vesting of 100 (v) reimbursement for up to $ 50,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 16.8 50 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, 2021 and 2020, 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, 2021, and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2021 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, 2021 December 31, 2020 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, 2021 December 31, 2020 Net operating loss carryforwards $ 4,523,000 $ 2,479,000 Less: Valuation allowance (4,523,000 ) (2,479,000 ) Net deferred tax assets $ - $ - |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 10 – 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 six months ended June 30, 2021, the Company directed rent payments totaling $ 45,000 During the six months ended June 30, 2021, the Company reimbursed the Company’s Chief Executive Officer $ 29,000 Aaron Danks, son of a former director of the Company, was paid for services provided to the Company. Aaron Danks was paid $ 26,000 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 six months ended June 30, 2021, and prior to his date of employment with the Company, Mr. Handy was paid approximately $ 6,000 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 60,000 | Note 11 – Related Party Transactions Both Yosepha Shahak Ravid and Nicholas Booth are members of DisperSolar LLC, a California limited liability company (“DisperSolar”), and are named inventors of the acquired patents from Dispersolar, discussed below. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by us. The Company subleases its office space from an individual who is personally indebted to the Company’s Chief Executive Officer. During the year ended December 31, 2021, the Company directed rent payments totaling $ 45,000 During the year ended December 31, 2021, the Company reimbursed the Company’s Chief Executive Officer $ 29,000 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 60,000 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 year ended December 31, 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 2,700 On December 31, 2019, the Company had a due from related parties balance of $ 68,000 68,000 68,000 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11 – Subsequent Events The Company has evaluated subsequent events occurring from July 1, 2022, through the date of this filing. Common Shares Issued on Private Offering Subsequent to June 30, 2022, the Company received net proceeds of approximately $ 1.2 396,668 3.00 198,334 . 3.00 December 31, 2023 4.00 Common Shares Issued for Services Subsequent to June 30, 2022, the Company issued 110,000 330,000 Common Shares Issued on Exercise of Warrants Subsequent to June 30, 2022, the Company received proceeds of approximately $ 40,000 20,000 20,000 2.00 Capital Navigation Strategies On July 29, 2022, the Company entered into an Advisor Agreement (“Agreement”) with Capital Navigation Strategies (“CNS”) to raise capital for the Company on a non-exclusive reasonable best efforts basis, in connection with entering into an agreement to obtain or receive capital, credit, cash advance, prepayments, factor, loan, convertible note, or other debt, equity or funding arrangement, including a hedging arrangement, joint venture, partnership or business collaboration. CNS shall be engaged on a non-exclusive best-efforts basis until the successful completion or closing of the assignment or transaction(s) contemplated by the Agreement. Either party hereto may terminate the Agreement on the earlier of (a) twelve (12) months after the mutual written approval by CNS and the Company of the Company’s teaser, marketing presentation, and virtual due diligence room subject to automatic annual renewal unless terminated in writing by either party or (b) the date on which the Company files a registration statement with the SEC or other regulatory body for an initial public offering, by giving thirty (30) days written notice of such party’s desire to terminate to the other party. If a transaction or any other funding for the Company or a Company project is consummated as identified and listed on Schedule B of the Agreement during the Agreement period or within sixty ( 60 6 280 | Note 12 – Subsequent Events The Company has evaluated subsequent events occurring from January 1, 2022, through February 28, 2022, the date of the audit opinion letter. Employee Option Grants Subsequent to December 31, 2021, the Company granted its new employee the option to purchase an aggregate of 50,000 2.00 five years twelve months Loan Payable On January 20, 2022, the Company financed the purchase of a vehicle for $ 49,000 71 15.54 1,066 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 December 31, 2021 Inventory $ 516,000 $ - Reserve for obsolescence - - Total inventory $ 516,000 $ - During the six months ended June 30, 2022, the Company determined that no reserve for obsolete inventory was necessary. During the six months ended June 30, 2021, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 45,000 |
Intangible Assets and Contingen
Intangible Assets and Contingent Earnout Liability | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Contingent Earnout Liability | Note 5 – Intangible Assets and Contingent Earnout Liability DisperSolar LLC (Related Party) 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. Earnout Payments The Company is obligated to pay total earnout payments of $ 800,000 1.6 Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 30 (ii) Once the Company has paid to Seller an aggregate amount in royalties of $ 30 4.75 As of June 30, 2022 and December 31, 2021, 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 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 the Company for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all license consideration received by the Company as follows: (i) 3.8 50 (ii) 5.7 100 50 150 (iii) 7.6 150 Inventor Royalty (Related Party) 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 0.25 (b) Opti-Harvest will pay to Booth a percentage of all License Consideration received by the Company 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 (b) 0.2 50 (c) 0.3 100 50 150 (d) 0.4 150 As of June 30, 2022 and December 31, 2021, no amounts were due for earnouts or royalties. Both Yosepha Shahak Ravid and Nicholas Booth are members of the Seller, and are named inventors of the acquired patents from the Seller, discussed above. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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, and assumptions used in the determination of the Company’s liquidity. | 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 June 30, 2022, the Company determined that no reserve for obsolete inventory was necessary. | 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 December 31, 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 3 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, 2021 and 2020, the Company determined there were no indicators of impairment of its property and equipment. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financings. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financings. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. |
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 shareholders 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 shareholders 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 six months ended June 30, 2022 and 2021, 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 June 30, 2022 June 30, 2021 Warrants 5,870,610 2,264,375 Options 4,540,000 4,325,000 Restricted stock units 200,000 - Senior convertible notes 1,627,522 - Series A Preferred 1 1 Total 12,238,133 6,789,376 Anti-dilutive securities 12,238,133 6,789,376 | 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, 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 December 31, 2021 December 31, 2020 Warrants 6,578,360 1,278,375 Options 4,415,000 - Senior convertible notes 769,240 - Series A Preferred 1 1 Total 11,762,601 1,278,376 |
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. During the six months ended June 30, 2022 and 2021, common shares of the Company were not publicly traded. As such, during the period, 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 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. During the year ended December 31, 2021 and 2020, common shares of the Company were not publicly traded. As such, during the period, the Company estimated 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. |
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, 2021, and 2020. 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 six months ended June 30, 2022 and 2021, research and development costs were approximately $ 1,257,000 1,191,000 | 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, 2021 and 2020, research and development costs were $ 2,621,000 1,680,000 |
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 May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or 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 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 | 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. Five customers accounted for 24 21 16 12 10 10 The Company’s uses two vendors 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 45% 92% 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. | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 3 years Vehicle 5 years Office equipment 3 years | |
Schedule of Anti-Dilutive Securities of Earning Per Share | For the six months ended June 30, 2022 and 2021, 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 June 30, 2022 June 30, 2021 Warrants 5,870,610 2,264,375 Options 4,540,000 4,325,000 Restricted stock units 200,000 - Senior convertible notes 1,627,522 - Series A Preferred 1 1 Total 12,238,133 6,789,376 Anti-dilutive securities 12,238,133 6,789,376 | For the years ended December 31, 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 December 31, 2021 December 31, 2020 Warrants 6,578,360 1,278,375 Options 4,415,000 - Senior convertible notes 769,240 - Series A Preferred 1 1 Total 11,762,601 1,278,376 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment is comprised of the following: Schedule of Property and Equipment June 30, 2022 December 31, 2021 Tools and molds $ 1,990,000 $ 1,682,000 Computer equipment 8,000 8,000 Vehicles 113,000 45,000 Total cost 2,111,000 1,735,000 Accumulated depreciation (824,000 ) (577,000 ) Net book value $ 1,287,000 $ 1,158,000 | Property and equipment consist of the following at December 31, 2021 and 2020: Schedule of Property and Equipment 2021 2020 Tools and molds $ 1,682,000 $ 592,000 Office equipment 8,000 4,000 Vehicles 45,000 45,000 Total cost 1,735,000 641,000 Less: accumulated depreciation and amortization (577,000 ) (278,000 ) Property and equipment, net $ 1,158,000 $ 363,000 |
Senior Convertible Notes Paya_2
Senior Convertible Notes Payable and Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, 2022 December 31, 2021 Senior convertible notes payable $ 3,591,000 $ 3,591,000 Less debt discount (819,000 ) (2,326,000 ) Total senior convertible notes payable, net $ 2,772,000 $ 1,265,000 | Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable December 31, 2021 December 31, 2020 Senior convertible notes payable $ 3,591,000 $ - Less debt discount (2,326,000 ) - Total senior convertible notes payable, net $ 1,265,000 $ - |
Loans payable (Tables)
Loans payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Loans Payable | Loans payable is comprised of the following: Schedule of Loans Payable June 30, 2022 December 31, 2021 Loans payable $ 76,000 $ 33,000 Less current portion (13,000 ) (8,000 ) Noncurrent portion $ 63,000 $ 25,000 | Schedule of Loans Payable |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Summary of Warrants | A summary of warrants for the six months ended June 30, 2022 is as follows: Summary of Warrants Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 6,578,360 $ 4.97 Warrants granted 32,500 4.00 Warrants exercised (740,250 ) 2.00 Warrants expired or forfeited - - Balance outstanding, June 30, 2022 5,870,610 $ 3.28 Balance exercisable, June 30, 2022 5,770,610 $ 3.27 | A summary of warrants for the years ended December 31, 2021 and 2020, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price 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 Warrants granted 5,299,985 5.45 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 6,578,360 $ 4.97 Balance exercisable, December 31, 2021 6,378,360 $ 5.00 |
Summary of Outstanding Warrants Exercise Price | Information relating to outstanding warrants at December 31, 2021, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 2.00 200,000 2.50 $ 3.00 200,000 $ 2.00 $ 3.00 2,587,125 1.00 $ 3.00 2,587,125 $ 3.00 $ 4.00 200,000 2.50 $ 4.00 - $ 4.00 $ 6.61 3,591,235 2.76 $ 6.61 3,591,235 $ 6.61 6,578,360 2.06 $ 4.97 6,378,360 $ 5.00 | |
Summary of Options | A summary of stock options for the six months ended June 30, 2022 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 4,415,000 $ 2.00 Options granted 175,000 2.00 Options exercised - - Options expired or forfeited (50,000 ) 2.00 Balance outstanding, June 30, 2022 4,540,000 $ 2.00 Balance exercisable, June 30, 2022 1,535,833 $ 2.00 | A summary of stock options for the year ended December 31, 2021 is as follows: Summary of Options Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2020 - $ - Options granted 4,415,000 2.00 Options exercised - - Options expired or forfeited - - Balance outstanding, December 31, 2021 4,415,000 $ 2.00 Balance exercisable, December 31, 2021 880,417 $ 2.00 |
Summary of Outstanding Options Exercise Price | Information relating to outstanding options at June 30, 2022, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,540,000 8.52 $ 2.00 1,535,833 $ 2.00 4,540,000 8.52 $ 2.00 1,535,833 $ 2.00 | Information relating to outstanding options at December 31, 2021, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 2.00 4,415,000 9.15 $ 2.00 880,417 $ 2.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 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, 2021 December 31, 2020 Net operating loss carryforwards $ 4,523,000 $ 2,479,000 Less: Valuation allowance (4,523,000 ) (2,479,000 ) Net deferred tax assets $ - $ - |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 December 31, 2021 Inventory $ 516,000 $ - Reserve for obsolescence - - Total inventory $ 516,000 $ - |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | ||||||
Net loss | $ 7,717,000 | $ 4,729,000 | $ 10,053,000 | $ 3,284,000 | ||
Net cash provided by operating activities | 2,534,000 | 2,858,000 | 5,303,000 | 2,504,000 | ||
Cash | 729,000 | 1,715,000 | 403,000 | |||
Stockholders' Equity Attributable to Parent | $ 1,828,000 | $ (2,010,000) | $ (1,157,000) | $ 29,000 | $ (627,000) | |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of private placement | $ 1,105,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Tools, Dies and Molds [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 2 |
Tools, Dies and Molds [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 12,238,133 | 6,789,376 | 11,762,601 | 1,278,376 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 5,870,610 | 2,264,375 | 6,578,360 | 1,278,375 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 4,540,000 | 4,325,000 | 4,415,000 | |
Senior Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1,627,522 | 769,240 | ||
Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1 | 1 | 1 | 1 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 200,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Research and development expense | $ 1,257,000 | $ 1,191,000 | $ 2,621,000 | $ 1,680,000 |
Cash, FDIC insured amount | $ 250,000 | |||
One Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 24% | 45% | 92% | |
Two Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 21% | |||
Three Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 16% | |||
Four Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 12% | |||
Five Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | |||
No Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 2,111,000 | $ 1,735,000 | $ 641,000 |
Accumulated depreciation | (824,000) | (577,000) | (278,000) |
Net book value | 1,287,000 | 1,158,000 | 363,000 |
Tools, Dies and Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 1,990,000 | 1,682,000 | 592,000 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 8,000 | 4,000 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 113,000 | 45,000 | $ 45,000 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 8,000 | $ 8,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 20, 2022 | Nov. 20, 2020 | |
Debt Instrument [Line Items] | ||||||
Depreciation | $ 247,000 | $ 156,000 | $ 299,000 | $ 265,000 | ||
Vendor deposits to property and equipment | $ 247,000 | |||||
Loans Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 49,000 | $ 40,000 |
Earnout and Royalty Obligatio_2
Earnout and Royalty Obligations (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 20,000 | $ 13,000 | $ 40,000 | $ 20,000 |
Advance royalties | 1,600,000 | 1,600,000 | ||
Royalty expense | 30,000,000 | |||
Royalty guarantees commitments amount | 30,000,000 | 30,000,000 | ||
Mr. Booth [Member] | ||||
Royalty expense | $ 30,000,000 | $ 30,000,000 | ||
Percentage of consideration received | 0.30% | 0.30% | ||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | ||
Concentration risk, percentage | 0.25% | 0.25% | ||
Minimum [Member] | Mr. Booth [Member] | ||||
Percentage of consideration received | 0.20% | 0.20% | ||
Strategic transaction consideration | $ 50,000,000 | $ 50,000,000 | ||
Maximum [Member] | Mr. Booth [Member] | ||||
Percentage of consideration received | 0.40% | 0.40% | ||
Strategic transaction consideration | $ 150,000,000 | $ 150,000,000 | ||
License [Member] | ||||
Revenues | $ 1,600,000 | $ 1,600,000 | ||
Percentage of consideration received | 7.60% | 7.60% | ||
License [Member] | Mr. Booth [Member] | ||||
Percentage of consideration received | 0.40% | 0.40% | ||
Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 4.75% | 4.75% | ||
DisperSolar LLC [Member] | ||||
Remaining purchase obligation | $ 100,000 | |||
Purchase obligation | $ 100,000 | |||
Percentage of consideration received | 5.70% | 5.70% | ||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | ||
DisperSolar LLC [Member] | Minimum [Member] | ||||
Percentage of consideration received | 3.80% | 3.80% | ||
Strategic transaction consideration | $ 50,000,000 | $ 50,000,000 | ||
DisperSolar LLC [Member] | Maximum [Member] | ||||
Percentage of consideration received | 7.60% | 7.60% | ||
Strategic transaction consideration | $ 150,000,000 | $ 150,000,000 | ||
DisperSolar LLC [Member] | Earnout Payments [Member] | ||||
Earnout payments, description | 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 the Company of license revenue | 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 | ||
Payments to acquire intangible assets | $ 800,000 | $ 800,000 |
Schedule of Senior Convertible
Schedule of Senior Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Less debt discount | $ (819,000) | $ (2,326,000) | $ 0 |
Total senior convertible notes payable, net | 2,772,000 | 1,265,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior convertible notes payable | 3,591,000 | 3,591,000 | |
Less debt discount | (819,000) | (2,326,000) | |
Total senior convertible notes payable, net | $ 2,772,000 | $ 1,265,000 |
Senior Convertible Notes Paya_3
Senior Convertible Notes Payable and Warrants (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||
May 16, 2022 USD ($) $ / shares shares | Apr. 01, 2021 | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Sep. 24, 2021 | |
Proceeds from warrants | $ 3,591,235 | ||||||
Proceeds from issuance of debt | $ 3,034,000 | ||||||
Debt instrument redemption price percentage | 15% | ||||||
Debt Instrument, Unamortized Discount | $ 539,000 | ||||||
Legal fees | $ 18,000 | $ 68,000 | |||||
Warrants exercisable price percentage | 115% | ||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||
Fair value of warrants | $ 13,600,000 | ||||||
Fair value of debt | $ 2,500,000 | ||||||
Exercisable warrant percentage amount | 115% | ||||||
Expected term | 3 years | ||||||
Common stock percentage amount | 0.50% | 80% | |||||
Debt, weighted average interest rate | 12% | ||||||
Long-term debt, term | 12 months | ||||||
Gain loss on equity securities | $ 10,000,000 | ||||||
Warrants 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 the Company’s initial public 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. | 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 the Company’s initial public 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. | |||||
Percentage of prorata securities | 20% | 20% | |||||
Original issue discount | $ 539,000 | ||||||
Debt discount stock issued | 3,000,000 | ||||||
Amortization of debt discount | $ 1,507,000 | 713,000 | |||||
Remaining unamortized discount | 2,300,000 | ||||||
Accrued interest | $ 315,000 | 101,000 | |||||
Accrued interest | $ 101,000 | ||||||
Shares of common stock potentially issuable | shares | 12,238,133 | 6,789,376 | 11,762,601 | 1,278,376 | |||
Legal fees | $ 18,000 | ||||||
Percentage of common stock purchase price | 80% | 80% | |||||
Aggregate value of common stock | $ 195,000 | $ 4,794,000 | $ 2,513,000 | ||||
Financing Costs | 611,000 | ||||||
Changes in interest payable | 214,000 | ||||||
Warrant Holder [Member] | |||||||
Proceeds from warrants | 3,000,000 | ||||||
Fair value of warrants | 2,500,000 | ||||||
Original issue discount | 539,000 | ||||||
Amortization of debt discount | 1,500,000 | ||||||
Remaining unamortized discount | $ 819,000 | 2,300,000 | |||||
Legal fees | $ 18,000 | ||||||
Senior Notes [Member] | |||||||
Shares of common stock potentially issuable | shares | 802,685 | ||||||
Number of shares of common stock | shares | 1,627,522 | ||||||
Warrant [Member] | |||||||
Warrants exercise price | $ / shares | $ 2 | ||||||
Common stock percentage amount | 80% | ||||||
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. | ||||||
Fair value of warrants issued | $ 2,500,000 | ||||||
Common Stock [Member] | |||||||
Warrants exercise price | $ / shares | $ 2 | ||||||
Number of shares of common stock | shares | 65,000 | 2,372,000 | 1,269,250 | ||||
Aggregate value of common stock | |||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | |||||||
Share Price | $ / shares | $ 3 | ||||||
Number of shares of common stock | shares | 203,503 | ||||||
Aggregate value of common stock | $ 611,000 | ||||||
Minimum [Member] | |||||||
Warrants exercise price | $ / shares | $ 2 | ||||||
Maximum [Member] | |||||||
Warrants exercise price | $ / shares | $ 3 | ||||||
Measurement Input, Commodity Market Price [Member] | |||||||
Stock price | 5 | 6 | 2 | ||||
Measurement Input, Price Volatility [Member] | |||||||
Stock price | 110 | ||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Stock price | 0 | 0 | 0 | ||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Stock price | 1.63 | 1.34 | 0.90 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||
Stock price | 0.53 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||
Stock price | 0.66 | ||||||
IPO [Member] | |||||||
Warrants exercise price | $ / shares | $ 3 | ||||||
Share Price | $ / shares | 3 | ||||||
IPO [Member] | Convertible Promissory Notes [Member] | |||||||
Warrants exercise price | $ / shares | $ 6 | ||||||
Senior Convertible Promissory Notes [Member] | |||||||
Notes issued | $ 3,591,000 | $ 3,591,000 | |||||
Legal fees | $ 18,000 |
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] | ||
Aggregate amount | $ 38,000 | |
Note payable | $ 38,000 | |
Gain on forgiveness of debt | $ 38,000 |
Loans payable (Details Narrativ
Loans payable (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jan. 20, 2022 | Nov. 20, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Loans payable | $ 76,000 | $ 33,000 | $ 40,000 | ||
Loan payable, current | 13,000 | 8,000 | $ 7,000 | ||
Automobile Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 49,000 | ||||
Debt instrument, term | 71 months | ||||
Debt principal and interest payments | $ 1,066 | ||||
Debt interest rate | 15.54% | ||||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 49,000 | $ 40,000 | |||
Debt instrument, term | 59 months | ||||
Debt interest rate | 4.49% | ||||
Debt principal and interest payments | $ 745 | ||||
Debt instrument collateral | secured by the purchased vehicle. | ||||
Principal payments | $ 7,000 | ||||
Debt principal payments | $ 6,000 |
Summary of Warrants (Details)
Summary of Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants expired or forfeited | (50,000) | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants, Balance outstanding | 6,578,360 | 1,278,375 | 643,750 |
Weighted Average Exercise Price, Balance outstanding | $ 4.97 | $ 3 | $ 3 |
Warrants granted | 32,500 | 5,299,985 | 634,625 |
Weighted Average Exercise Price, granted | $ 4 | $ 5.45 | $ 3 |
Warrants exercised | (740,250) | ||
Weighted Average Exercise Price, exercised | $ 2 | ||
Warrants expired or forfeited | |||
Weighted Average Exercise Price, expired or forfeited | |||
Warrants, Balance outstanding | 5,870,610 | 6,578,360 | 1,278,375 |
Weighted Average Exercise Price, Balance outstanding | $ 3.28 | $ 4.97 | $ 3 |
Warrants, Balance exercisable | 5,770,610 | 6,378,360 | |
Weighted Average Exercise Price, Balance exercisable | $ 3.27 | $ 5 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Exercise Price (Details) | Dec. 31, 2021 USD ($) $ / shares |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 6.90 |
Outstanding share | $ | $ 6,578,360 |
Life (Years) | 2 years 21 days |
Weighted Average Exercise Price | $ 4.97 |
Exercisable share | $ | $ 6,378,360 |
Exercisable Weighted Average Exercise Price | $ 5 |
Warrant Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 2 |
Outstanding share | $ | $ 200,000 |
Life (Years) | 2 years 6 months |
Weighted Average Exercise Price | $ 3 |
Exercisable share | $ | $ 200,000 |
Exercisable Weighted Average Exercise Price | $ 2 |
Warrant Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 3 |
Outstanding share | $ | $ 2,587,125 |
Life (Years) | 1 year |
Weighted Average Exercise Price | $ 3 |
Exercisable share | $ | $ 2,587,125 |
Exercisable Weighted Average Exercise Price | $ 3 |
Warrant Exercise Price Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4 |
Outstanding share | $ | $ 200,000 |
Life (Years) | 2 years 6 months |
Weighted Average Exercise Price | $ 4 |
Exercisable share | $ | |
Exercisable Weighted Average Exercise Price | $ 4 |
Warrant Exercise Price Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 6.61 |
Outstanding share | $ | $ 3,591,235 |
Life (Years) | 2 years 9 months 3 days |
Weighted Average Exercise Price | $ 6.61 |
Exercisable share | $ | $ 3,591,235 |
Exercisable Weighted Average Exercise Price | $ 6.61 |
Summary of Options (Details)
Summary of Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options, Balance outstanding | 4,415,000 | |
Weighted Average Exercise Price, Balance outstanding | $ 2 | |
Options granted | 175,000 | 4,415,000 |
Weighted Average Exercise Price, granted | $ 2 | $ 2 |
Options exercised | ||
Weighted Average Exercise Price, exercised | ||
Options expired or forfeited | (50,000) | |
Weighted Average Exercise Price, expired or forfeited | $ 2 | |
Options, Balance outstanding | 4,540,000 | 4,415,000 |
Weighted Average Exercise Price, Balance outstanding | $ 2 | $ 2 |
Options, Balance exercisable | 1,535,833 | 880,417 |
Weighted Average Exercise Price, Balance exercisable | $ 2 | $ 2 |
Summary of Outstanding Options
Summary of Outstanding Options Exercise Price (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 2 | ||
Outstanding, Share | 4,540,000 | 4,415,000 | |
Outstanding, Life (Years) | 8 years 6 months 7 days | 9 years 1 month 24 days | |
Outstanding, Weighted Average Exercise Price | $ 2 | $ 2 | |
Exercisable, Share | 1,535,833 | 880,417 | |
Exercisable, Weighted Average Exercise Price | $ 2 | $ 2 | |
Exercise Price One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price Per Share | $ 2 | ||
Outstanding, Share | 4,540,000 | ||
Outstanding, Life (Years) | 8 years 6 months 7 days | ||
Outstanding, Weighted Average Exercise Price | $ 2 | ||
Exercisable, Share | 1,535,833 | ||
Exercisable, Weighted Average Exercise Price | $ 2 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details Narrative) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
May 16, 2022 USD ($) $ / shares shares | May 09, 2022 USD ($) | Mar. 17, 2022 USD ($) shares | Jul. 02, 2021 USD ($) | May 17, 2021 $ / shares | May 02, 2021 shares | Apr. 01, 2021 USD ($) | Mar. 17, 2021 USD ($) $ / shares shares | Sep. 24, 2021 USD ($) $ / shares shares | May 17, 2021 USD ($) $ / shares | Aug. 31, 2022 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 01, 2022 $ / shares | Sep. 01, 2022 $ / shares | Jul. 01, 2022 shares | Dec. 01, 2021 $ / shares shares | Jul. 13, 2021 shares | Jul. 01, 2021 $ / shares shares | May 01, 2021 $ / shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock, shares issued | shares | 33,736,399 | 32,405,146 | 28,956,158 | ||||||||||||||||||||
Common stock, shares outstanding | shares | 33,736,399 | 32,405,146 | 28,956,158 | ||||||||||||||||||||
Net proceeds from common stock | $ 195,000 | $ 4,794,000 | $ 5,245,000 | $ 2,513,000 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||||||||||||||||
Number of shares issued service | shares | 122,500 | ||||||||||||||||||||||
Share based compensation | $ 968,000 | 1,652,000 | $ 1,744,000 | $ 115,000 | |||||||||||||||||||
Common stock percentage amount | 0.50% | 80% | |||||||||||||||||||||
Employee benefit plan | $ 7,600,000 | ||||||||||||||||||||||
Expected term | 3 years | ||||||||||||||||||||||
Share based compensation expense | $ 1,500,000 | ||||||||||||||||||||||
Shares of common stock | shares | 4,415,000 | ||||||||||||||||||||||
Intrinsic value | shares | 4,540,000 | 4,415,000 | |||||||||||||||||||||
Intrinsic value | shares | |||||||||||||||||||||||
Estimated market value | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||
Proceeds from warrants | $ 3,591,235 | ||||||||||||||||||||||
Aggregate value of common stock | $ 195,000 | 4,794,000 | $ 2,513,000 | ||||||||||||||||||||
Financing Costs | $ 611,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Sale of stock price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
Employee benefit plan | $ 6,800,000 | ||||||||||||||||||||||
Share based compensation expense | $ 6,100,000 | ||||||||||||||||||||||
Shares of common stock | shares | 83,333 | 75,000 | 75,000 | ||||||||||||||||||||
Intrinsic value | shares | 17,700,000 | ||||||||||||||||||||||
Intrinsic value | shares | 3,500,000 | ||||||||||||||||||||||
Estimated market value | $ / shares | $ 6 | ||||||||||||||||||||||
Intrinsic value | $ 4,540,000 | $ 1,536,000 | |||||||||||||||||||||
Exercise price | $ / shares | $ 3 | ||||||||||||||||||||||
Share based compensation | $ 1,337,000 | ||||||||||||||||||||||
Stock or Unit Option Plan Expense | $ 5,269,000 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 3 | ||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Restricted shares | shares | 1,000,000 | ||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | shares | 1,000,000 | ||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | shares | 7,000,000 | ||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of share issued | shares | 0 | ||||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 75,000 | ||||||||||||||||||||||
Aggregate value of common stock | $ 600,000 | ||||||||||||||||||||||
Shares issued | shares | 200,000 | ||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 10,000,000 | ||||||||||||||||||||||
Share based payment options non vested | $ 525,000 | ||||||||||||||||||||||
Measurement Input, Commodity Market Price [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 2 | 5 | 6 | ||||||||||||||||||||
Measurement Input, Commodity Market Price [Member] | Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 2 | ||||||||||||||||||||||
Measurement Input, Commodity Market Price [Member] | 2016 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 4.67 | ||||||||||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 7 years | ||||||||||||||||||||||
Measurement Input, Option Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 110 | 115 | 107 | ||||||||||||||||||||
Measurement Input, Option Volatility [Member] | 2016 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 115 | ||||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0 | 0 | 0 | ||||||||||||||||||||
Measurement Input, Expected Dividend Rate [Member] | 2016 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0 | ||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0.90 | 1.63 | 1.34 | ||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0.53 | ||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0.66 | ||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | 2016 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 1.12 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of share issued | shares | 20,000 | ||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||
Number of warrant issued | shares | 20,000 | 20,000 | |||||||||||||||||||||
Proceeds from warrants | $ 40,000 | ||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,105,000 | ||||||||||||||||||||||
Advisory Board Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Employee benefit plan | $ 382,000 | ||||||||||||||||||||||
Share based compensation expense | $ 288,000 | ||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Commodity Market Price [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 2 | ||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Option Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 108 | ||||||||||||||||||||||
Share based compensation expense | $ 93,000 | ||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0 | ||||||||||||||||||||||
Advisory Board Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0.25 | ||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares issued service | shares | 40,000 | ||||||||||||||||||||||
Share based compensation | $ 53,000 | ||||||||||||||||||||||
Sale of stock price | $ / shares | $ 2 | ||||||||||||||||||||||
Other expenses | $ 10,000 | ||||||||||||||||||||||
Number of shares sales | shares | 40,000 | ||||||||||||||||||||||
Consultants [Member] | Advisory Board Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||
Number of warrant issued | shares | 100,000 | 100,000 | |||||||||||||||||||||
Other expenses | $ 5,000 | ||||||||||||||||||||||
Consultants [Member] | Advisory Board Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||
Number of warrant issued | shares | 100,000 | ||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.05 | $ 2 | |||||||||||||||||||||
Number of shares issued service | shares | 826,000 | 851,488 | 57,500 | ||||||||||||||||||||
Share based compensation | $ 368,000 | $ 1,700,000 | $ 1,700,000 | $ 115,000 | |||||||||||||||||||
Consultants [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares issued service | shares | 110,000 | ||||||||||||||||||||||
Consultants [Member] | Termination Agreement [Member] | Kingdom Building Inc [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares issued service | shares | 200,000 | ||||||||||||||||||||||
Share based compensation | $ 600,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share based compensation expense | $ 1,100,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Sale of stock price | $ / shares | $ 2 | ||||||||||||||||||||||
Shares of common stock | shares | 4,000,000 | ||||||||||||||||||||||
Expire date | Apr. 01, 2031 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Employement Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 220,000 | ||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share based compensation expense | $ 269,000 | ||||||||||||||||||||||
Shares of common stock | shares | 16,666 | ||||||||||||||||||||||
Base salary | $ 200,000 | ||||||||||||||||||||||
Severance payment | $ 100,000 | ||||||||||||||||||||||
Chief Financial Officer [Member] | Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Sale of stock price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
Employee benefit plan | $ 462,000 | ||||||||||||||||||||||
Shares of common stock | shares | 300,000 | ||||||||||||||||||||||
Expire date | May 17, 2026 | ||||||||||||||||||||||
Chief Financial Officer [Member] | Measurement Input, Commodity Market Price [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 2 | ||||||||||||||||||||||
Chief Financial Officer [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 5 years | ||||||||||||||||||||||
Chief Financial Officer [Member] | Measurement Input, Option Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 106 | ||||||||||||||||||||||
Chief Financial Officer [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0 | ||||||||||||||||||||||
Chief Financial Officer [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0.83 | ||||||||||||||||||||||
Officer [Member] | Equity Option [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Employee benefit plan | $ 306,000 | $ 310,000 | |||||||||||||||||||||
Weighted average expiration period | 6 years 8 months 1 day | ||||||||||||||||||||||
Mr. Handys [Member] | Employement Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Severance payment | 100,000 | ||||||||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrants] | $ 220,000 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Net proceeds from common stock | $ 4,800,000 | $ 5,200,000 | $ 2,500,000 | ||||||||||||||||||||
Number of share issued | shares | 65,000 | 2,372,000 | 2,597,500 | 1,269,250 | |||||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | $ 2 | $ 2 | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4 | $ 3 | $ 3 | ||||||||||||||||||||
Expiration date | Dec. 31, 2022 | ||||||||||||||||||||||
Proceeds from warrants | $ 1,500,000 | ||||||||||||||||||||||
Common stock warrant share | shares | 32,500 | ||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 195,000 | ||||||||||||||||||||||
Warrant expires date | Dec. 31, 2023 | Dec. 31, 2022 | |||||||||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Net proceeds from common stock | $ 1,200,000 | ||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 3 | $ 3 | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||
Expiration date | Dec. 31, 2023 | ||||||||||||||||||||||
Number of warrant issued | shares | 198,334 | 198,334 | |||||||||||||||||||||
Number of shares sales | shares | 396,668 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 3 | ||||||||||||||||||||||
Share Price | $ / shares | $ 3 | ||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 5,000,000 | ||||||||||||||||||||||
Employee Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share based compensation expense | $ 61,000 | ||||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 17,000 | ||||||||||||||||||||||
Series A Preferred Stocks [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Preferred stock, shares desginated | shares | 1 | ||||||||||||||||||||||
Preferred stock, shares issued | shares | 1 | ||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 1 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Number of warrant issued | shares | 740,250 | 5,299,985 | |||||||||||||||||||||
Weighted-average remaining contractual life | 2 years 21 days | ||||||||||||||||||||||
Outstanding intrinsic value | $ 8,200,000 | ||||||||||||||||||||||
Exercisable intrinsic value | $ 7,900,000 | ||||||||||||||||||||||
Estimated market value | $ / shares | $ 6 | ||||||||||||||||||||||
Sale of stock price | $ / shares | 2 | ||||||||||||||||||||||
Common shares purchased | $ / shares | $ 3 | ||||||||||||||||||||||
Warrants to purchase, shares | shares | 1,308,750 | 634,625 | |||||||||||||||||||||
Exercise price | $ / shares | $ 3 | ||||||||||||||||||||||
Warrants purchase | shares | 3,591,235 | ||||||||||||||||||||||
Common stock percentage amount | 80% | ||||||||||||||||||||||
Proceeds from warrant exercises | $ 1,500,000 | ||||||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Intrinsic value | $ 200,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 3 | ||||||||||||||||||||||
Warrant [Member] | Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share Price | $ / shares | $ 2 | ||||||||||||||||||||||
Warrant [Member] | Measurement Input, Commodity Market Price [Member] | Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 3 | ||||||||||||||||||||||
Warrant [Member] | Measurement Input, Option Volatility [Member] | Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 108 | ||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 0 | ||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Stock Incentive Plan [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Risk-free interest rate | 2.81 | ||||||||||||||||||||||
Warrant [Member] | IPO [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Percentage of warrants exercisable | 115% | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of share issued | shares | 65,000 | 2,372,000 | 1,269,250 | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Number of shares issued service | shares | 322,500 | 826,000 | 851,488 | 57,500 | |||||||||||||||||||
Share based compensation | |||||||||||||||||||||||
Intrinsic value | shares | 740,250 | ||||||||||||||||||||||
Aggregate value of common stock | |||||||||||||||||||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of share issued | shares | 203,503 | ||||||||||||||||||||||
Aggregate value of common stock | $ 611,000 | ||||||||||||||||||||||
Share Price | $ / shares | $ 3 | ||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2 | ||||||||||||||||||||||
Common stock warrant share | shares | 740,250 | ||||||||||||||||||||||
Deferred Compensation, Share-Based Payments [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share based compensation | $ 66,000 | ||||||||||||||||||||||
Share based payment options non vested | $ 27,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 01, 2023 | Jan. 01, 2023 | Jul. 01, 2022 | Jan. 01, 2022 | Aug. 24, 2021 | Jul. 14, 2021 | Apr. 01, 2021 | Aug. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Professional fees | $ 18,000 | $ 68,000 | ||||||||||
Common stock, outstanding percentage | 1% | |||||||||||
Common stock percentage amount | 0.50% | 80% | ||||||||||
Fair value of common shares issued for services, shares | 122,500 | |||||||||||
Debt instrument redemption price percentage | 15% | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.90 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 175,000 | 4,415,000 | ||||||||||
Gross profit | $ (6,000) | $ (37,000) | $ (62,000) | $ (95,000) | ||||||||
Other commitment dueIn fourth year | $ 10,000 | |||||||||||
Stockholders equity description | For the avoidance of doubt only, the Agent Warrants shall represent seven percent (7%) of the stock issued to the Investor and not seven percent (7%) of the total Company equity. The Agent Warrants shall provide for (a) a five (5) year term, and (b) cashless exercise provisions, and (c) piggyback and demand registration rights, and (d) standard anti-dilution protections. The shares of the Common Stock of the Company underlying the Agent Warrants, if any, (and the shares of Common Stock underlying the securities issuable upon exercise of the Agent Warrants) shall be registered in the registration statement, if any, filed in connection with the Investor Transaction | |||||||||||
Fees percentage | 5% | |||||||||||
Warrant [Member] | ||||||||||||
Common stock percentage amount | 80% | |||||||||||
Share price | $ 3 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
Investors [Member] | ||||||||||||
Ownership percentage | 7% | |||||||||||
Investors [Member] | Warrant [Member] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Investor Warrants [Member] | ||||||||||||
Ownership percentage | 7% | |||||||||||
Maximum [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||
Minimum [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
Mr. Destler [Member] | ||||||||||||
Common stock, dividends per share | $ 0.75 | |||||||||||
Cash fee payable, percentage | 3% | |||||||||||
License transaction fee, percentage | 6% | |||||||||||
Mr. Destler [Member] | Previously Reported [Member] | ||||||||||||
Discretionary cash bonus, percentage | 100% | |||||||||||
Unvested option shares, percentage | 50% | |||||||||||
Mr. Destler [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Discretionary cash bonus, percentage | 150% | |||||||||||
Unvested option shares, percentage | 100% | |||||||||||
Mr. Destler [Member] | Office Equipment [Member] | ||||||||||||
Costs and expenses | $ 1,000 | |||||||||||
Mr. Destler [Member] | Maximum [Member] | ||||||||||||
Gross profit | 4,000,000 | |||||||||||
License transaction fee | 750,000 | |||||||||||
Mr. Destler [Member] | Maximum [Member] | Previously Reported [Member] | ||||||||||||
Reimbursement expenses | 100,000 | |||||||||||
Mr. Destler [Member] | Maximum [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Reimbursement expenses | 50,000 | |||||||||||
Mr. Destler [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||
Gross profit | 1,000,000 | |||||||||||
Mr. Destler [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||
Gross profit | 1,000,000 | |||||||||||
Mr. Destler [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||
Gross profit | 1,000,000 | |||||||||||
Mr. Destler [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||||||||
Gross profit | 1,000,000 | |||||||||||
Chief Executive Officer [Member] | Maximum [Member] | ||||||||||||
License transaction fee | 750,000 | |||||||||||
Chief Executive Officer [Member] | Minimum [Member] | ||||||||||||
License transaction fee | $ 5,000,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Common shares issued in private offerings, shares | 20,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
IPO [Member] | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 5,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||
Investor [Member] | ||||||||||||
Proceeds from related party debt | $ 2,000,000 | 5,000,000 | ||||||||||
Debt instrument redemption price percentage | 2% | |||||||||||
INTE Securities LLC [Member] | ||||||||||||
Principal amounta redeemed | 4% | |||||||||||
Kingdom Building Consulting Agreement [Member] | ||||||||||||
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 | 50,000 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Restricted stock issue, shares | 12,500 | |||||||||||
Fair value of common shares issued for services, shares | 25,000 | 25,000 | ||||||||||
Sharebased compensation shares authorized | 3 years | |||||||||||
Share price | $ 2 | |||||||||||
Stock issued during period shares restricted | 12,500 | |||||||||||
Stock issued during period value restricted stock award net of forfeitures | $ 25,000 | |||||||||||
Consulting Agreement [Member] | January 1, 2022 [Member] | ||||||||||||
Common shares issued in private offerings, shares | 25,000 | |||||||||||
Consulting Agreement [Member] | July 1, 2022 [Member] | ||||||||||||
Common shares issued in private offerings, shares | 30,000 | |||||||||||
Consulting Agreement [Member] | January 1, 2023 [Member] | ||||||||||||
Common shares issued in private offerings, shares | 30,000 | |||||||||||
Consulting Agreement [Member] | July 1, 2023 [Member] | ||||||||||||
Common shares issued in private offerings, shares | 30,000 | |||||||||||
Consulting Agreement [Member] | Forecast [Member] | ||||||||||||
Fair value of common shares issued for services, shares | 30,000 | |||||||||||
Common shares issued in private offerings, shares | 30,000 | |||||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Fair value of common shares issued for services, shares | 30,000 | |||||||||||
Employment Agreement [Member] | ||||||||||||
Increase in salary employment, description | The salary will increase by 7% on November 1 of each year, based on the salary due in the year prior to each such 7% increase. | |||||||||||
Employment Agreement [Member] | Mr. Destler [Member] | ||||||||||||
Common shares issued in private offerings, shares | 1,000,000 | |||||||||||
Annual base salary | $ 240,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,000,000 | |||||||||||
Stock option, description | Mr. Destler 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 our common stock, for a term of five (5) years. Mr. Destler’s grant of and right to such 1,000,000 shares is conditioned upon and subject to Mr. Destler being an employee, officer or director of the Company at the time that the Company’s shares of common stock are listed on the Nasdaq or New York Stock Exchange. | |||||||||||
Common stock, term | 5 years | |||||||||||
Equity Incentive Plan [Member] | ||||||||||||
Stock option shares to purchase common stock | 4,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
Stock option, expiration date | Apr. 01, 2031 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 83,333 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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% | 27% |
Income taxes at effective tax rate |
Schedule of Components of Defer
Schedule of Components of Deferred Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,523,000 | $ 2,479,000 |
Less: Valuation allowance | (4,523,000) | (2,479,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Federal state and local tax, expense | $ 16.8 |
Maximum [Member] | Sharehilders [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Equity ownership, percentage | 50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Mar. 15, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares issued for services | 122,500 | |||||
Stock issued during period value issued for services | $ 968,000 | $ 1,652,000 | $ 1,744,000 | $ 115,000 | ||
Due from relatedParties | $ 68,000 | |||||
Professional services, fee | 18,000 | 68,000 | ||||
Mr. Destler [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments for rent | 45,000 | 45,000 | ||||
Due from relatedParties | $ 68,000 | |||||
Chief Executive Officer [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 | 6,000 | ||||
Aaron Danks [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period value issued for services | 26,000 | |||||
Other expenses | $ 26,000 | |||||
Received insurance premium | $ 2,700 | |||||
Board of Directors Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayments of related party debt | $ 29,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 29, 2022 | Jan. 20, 2022 | Jan. 20, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 195,000 | $ 4,794,000 | $ 5,245,000 | $ 2,513,000 | |||||
Warrants exercise price | $ 6.90 | ||||||||
Stock issued during period shares issued for services | 122,500 | ||||||||
Stock issued during period value issued for services | $ 968,000 | $ 1,652,000 | $ 1,744,000 | $ 115,000 | |||||
Proceed from exercise of warrants | $ 3,591,235 | ||||||||
Consultants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued price per share | $ 2.05 | $ 2 | |||||||
Stock issued during period shares issued for services | 826,000 | 851,488 | 57,500 | ||||||
Stock issued during period value issued for services | $ 368,000 | $ 1,700,000 | $ 1,700,000 | $ 115,000 | |||||
Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 4,800,000 | $ 5,200,000 | $ 2,500,000 | ||||||
Shares issued price per share | $ 3 | $ 2 | $ 2 | ||||||
Class of warrant or right expiration date | Dec. 31, 2022 | ||||||||
Warrants exercise price | $ 4 | $ 3 | $ 3 | ||||||
Proceed from exercise of warrants | $ 1,500,000 | ||||||||
Common shares issued in private offerings, shares | 65,000 | 2,372,000 | 2,597,500 | 1,269,250 | |||||
Automobile Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Face amount | $ 49,000 | $ 49,000 | |||||||
Loan term | 71 months | ||||||||
Annual interest, rate | 15.54% | 15.54% | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares granted | 50,000 | ||||||||
Exercise price per share | $ 2 | ||||||||
Expiration period | 5 years | ||||||||
Vesting period | 12 months | ||||||||
Purchase of warrant | 20,000 | ||||||||
Warrants exercise price | $ 2 | ||||||||
Proceed from exercise of warrants | $ 40,000 | ||||||||
Common shares issued in private offerings, shares | 20,000 | ||||||||
Debt instrument maturity date description | 60 | ||||||||
Debt instrument interest rate stated percentage | 6% | ||||||||
Proceeds from contributed capital | $ 280 | ||||||||
Subsequent Event [Member] | Consultants Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period value issued for services | $ 330,000 | ||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares issued for services | 110,000 | ||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 1,200,000 | ||||||||
Stock issued during period shares new issues | 396,668 | ||||||||
Shares issued price per share | $ 3 | ||||||||
Purchase of warrant | 198,334 | ||||||||
Class of warrant or right expiration date | Dec. 31, 2023 | ||||||||
Warrants exercise price | $ 4 | ||||||||
Subsequent Event [Member] | Automobile Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Face amount | $ 49,000 | $ 49,000 | |||||||
Loan term | 71 months | ||||||||
Annual interest, rate | 15.54% | 15.54% | |||||||
Principal and interest, payments | $ 1,066 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Inventory | $ 516,000 | ||
Reserve for obsolescence | |||
Total inventory | $ 516,000 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||||
Inventory write down | $ 45,000 | $ 60,000 |
Schedule of Loans Payable (Deta
Schedule of Loans Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Loans payable | $ 76,000 | $ 33,000 | |
Less current portion | (13,000) | (8,000) | $ (7,000) |
Noncurrent portion | $ 63,000 | $ 25,000 | $ 33,000 |
Intangible Assets and Conting_2
Intangible Assets and Contingent Earnout Liability (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Revenues | $ 20,000 | $ 13,000 | $ 40,000 | $ 20,000 |
Advance royalties | 1,600,000 | 1,600,000 | ||
Royalty guarantees commitments amount | $ 30,000,000 | 30,000,000 | ||
Royalty expense | $ 30,000,000 | |||
Mr. Booth [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Percentage of consideration received | 0.30% | 0.30% | ||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | ||
Royalty expense | $ 30,000,000 | $ 30,000,000 | ||
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% | ||
Strategic transaction consideration | $ 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% | ||
Strategic transaction consideration | $ 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 from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Concentration risk, percentage | 4.75% | 4.75% | ||
DisperSolar LLC [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Percentage of consideration received | 5.70% | 5.70% | ||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | ||
DisperSolar LLC [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Percentage of consideration received | 3.80% | 3.80% | ||
Strategic transaction consideration | $ 50,000,000 | $ 50,000,000 | ||
DisperSolar LLC [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Percentage of consideration received | 7.60% | 7.60% | ||
Strategic transaction consideration | $ 150,000,000 | $ 150,000,000 | ||
DisperSolar LLC [Member] | Earnout Payments [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Earnout payments, description | 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 the Company of license revenue | 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 | ||
Payments to acquire intangible assets | $ 800,000 | $ 800,000 |