Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-267203 | |
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 | 190 N Canon Dr. | |
Entity Address, Address Line Two | Suite 304 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90210 | |
City Area Code | (310) | |
Local Phone Number | 788-0200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,035,368 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 12,000 | $ 172,000 |
Accounts receivable | 6,000 | 1,000 |
Prepaid expense and other current assets | 75,000 | 101,000 |
Total Current Assets | 93,000 | 274,000 |
Rental equipment, net of accumulated depreciation of $45,000 and $26,000, respectively | 85,000 | 104,000 |
Property and equipment, net of accumulated depreciation of $1,200,000 and $1,078,000, respectively | 911,000 | 1,033,000 |
Deferred offering costs | 52,000 | 52,000 |
Total Assets | 1,141,000 | 1,463,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,708,000 | 2,263,000 |
Due to related party | $ 5,000 | |
Other Liability, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Deferred revenue | $ 49,000 | $ 68,000 |
Convertible notes payable, net of debt discount of $110,000 and $0, respectively | 3,661,000 | 3,491,000 |
Current portion of loan payable (includes a $225,000 note payable to a related party) | 238,000 | 13,000 |
Total Current Liabilities | 6,661,000 | 5,835,000 |
Loan payable, less current portion | 53,000 | 56,000 |
Deferred revenue, less current portion | 36,000 | 36,000 |
Total Liabilities | 6,750,000 | 5,927,000 |
Commitments and Contingencies | ||
Shareholders’ Deficiency | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 1 share of Series A issued and outstanding at March 31, 2023 and December 31, 2022, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 23,954,368 and 23,799,730 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 2,000 | 2,000 |
Additional paid-in-capital | 32,410,000 | 30,674,000 |
Accumulated deficit | (38,021,000) | (35,140,000) |
Total Shareholders’ Deficiency | (5,609,000) | (4,464,000) |
Total Liabilities and Shareholders’ Deficiency | $ 1,141,000 | $ 1,463,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated depreciation | $ 1,200,000 | $ 1,078,000 |
Debt instrument, unamortized discount, current | $ 110,000 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,954,368 | 23,799,730 |
Common stock, shares outstanding | 23,954,368 | 23,799,730 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Related Party [Member] | ||
Notes payable current | $ 225,000 | $ 225,000 |
Rental Equipment [Member] | ||
Accumulated depreciation | $ 45,000 | $ 26,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total revenues | $ 24,000 | $ 1,000 |
Cost of revenues | ||
Total cost of revenues | 23,000 | 1,000 |
Gross profit (loss) | 1,000 | |
Operating expenses: | ||
Selling, general and administrative expense | 2,290,000 | 2,206,000 |
Research and development expense | 403,000 | 645,000 |
Total operating expenses | 2,693,000 | 2,851,000 |
Loss from operations | (2,692,000) | (2,851,000) |
Other expenses | ||
Interest expense | (189,000) | (856,000) |
Total other expense | (189,000) | (856,000) |
Net Loss | $ (2,881,000) | $ (3,707,000) |
Loss per share – basic and diluted | $ (0.12) | $ (0.17) |
Weighted average number of shares outstanding – basic and diluted | 23,852,133 | 22,013,808 |
Equipment Rental Revenue [Member] | ||
Revenues | ||
Total revenues | $ 19,000 | |
Product Sales [Member] | ||
Revenues | ||
Total revenues | 5,000 | 1,000 |
Cost of revenues | ||
Total cost of revenues | 4,000 | 1,000 |
Rental Depreciation Cost Of Revenues [Member] | ||
Cost of revenues | ||
Total cost of revenues | $ 19,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficiency (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Beginning balance | $ (4,464,000) | $ (4,464,000) | $ 1,157,000 |
Fair value of vested options | 730,000 | ||
Fair value of vested restricted stock units | 172,000 | ||
Fair value of common shares issued for services | 586,000 | 612,000 | |
Fair value of warrants issued as a debt discount | 110,000 | 110,000 | |
Common shares issued with convertible notes | $ 24,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,000 | ||
Common shares issued on the exercise of warrants | $ 114,000 | 125,000 | |
Common shares issued in the exercise of warrants, shares | |||
Fair value of vested options and warrants issue for services | 716,000 | ||
Net Loss | $ (2,881,000) | (3,707,000) | |
Ending balance | (5,609,000) | (1,097,000) | |
Common Stock [Member] | |||
Beginning balance | $ 2,000 | $ 2,000 | $ 2,000 |
Beginning balance, shares | 23,799,730 | 23,799,730 | 21,990,132 |
Fair value of vested options | |||
Fair value of vested restricted stock units | |||
Fair value of common shares issued for services | |||
Fair value of common shares issued for services, shares | 110,127 | 138,265 | |
Fair value of warrants issued as a debt discount | |||
Common shares issued with convertible notes | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,000 | ||
Common shares issued on the exercise of warrants | |||
Common shares issued in the exercise of warrants, shares | 38,511 | 42,413 | |
Fair value of vested options and warrants issue for services | |||
Ending balance | $ 2,000 | $ 2,000 | |
Ending balance, shares | 23,954,368 | 22,170,810 | |
Preferred Stock [Member] | |||
Beginning balance | |||
Beginning balance, shares | 1 | 1 | 1 |
Fair value of vested options | |||
Fair value of vested restricted stock units | |||
Fair value of common shares issued for services | |||
Fair value of warrants issued as a debt discount | |||
Common shares issued with convertible notes | |||
Common shares issued on the exercise of warrants | |||
Fair value of vested options and warrants issue for services | |||
Ending balance | |||
Ending balance, shares | 1 | 1 | |
Additional Paid-in Capital [Member] | |||
Beginning balance | $ 30,674,000 | $ 30,674,000 | $ 20,345,000 |
Fair value of vested options | 730,000 | ||
Fair value of vested restricted stock units | 172,000 | ||
Fair value of common shares issued for services | 586,000 | 612,000 | |
Fair value of warrants issued as a debt discount | 110,000 | ||
Common shares issued with convertible notes | 24,000 | ||
Common shares issued on the exercise of warrants | 114,000 | 125,000 | |
Fair value of vested options and warrants issue for services | 716,000 | ||
Ending balance | 32,410,000 | 21,798,000 | |
Retained Earnings [Member] | |||
Beginning balance | $ (35,140,000) | (35,140,000) | (19,190,000) |
Fair value of common shares issued for services | |||
Fair value of warrants issued as a debt discount | |||
Common shares issued on the exercise of warrants | |||
Fair value of vested options and warrants issue for services | |||
Net Loss | (2,881,000) | (3,707,000) | |
Ending balance | $ (38,021,000) | $ (22,897,000) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,881,000) | $ (3,707,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 122,000 | 124,000 |
Depreciation of rental equipment | 19,000 | |
Amortization of debt discount | 69,000 | 750,000 |
Fair value of common stock issued for services | 586,000 | 612,000 |
Fair value of vested options and warrants | 730,000 | 716,000 |
Fair value of vested restricted stock units | 172,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (5,000) | 18,000 |
Inventory | (415,000) | |
Prepaid expenses and other current assets | 26,000 | 41,000 |
Accounts payable and accrued expenses | 445,000 | 745,000 |
Deferred revenues | (19,000) | |
Net cash used in operating activities | (736,000) | (1,116,000) |
Cash Flows from Investing Activities | ||
Deposits on purchase of equipment | (9,000) | |
Net cash used in investing activities | (9,000) | |
Cash Flows from Financing Activities | ||
Proceeds from exercise of warrants | 114,000 | 126,000 |
Proceeds from notes payable | 180,000 | |
Proceeds from convertible notes payable | 280,000 | |
Advances from related party | 5,000 | |
Deferred offering costs | (27,000) | |
Repayment of loans payable | (3,000) | (2,000) |
Net cash provided by financing activities | 576,000 | 97,000 |
Net decrease in cash | (160,000) | (1,028,000) |
Cash beginning of period | 172,000 | 1,715,000 |
Cash end of period | 12,000 | 687,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 4,000 | 3,000 |
Cash paid for income taxes | ||
Noncash financing and investing activities: | ||
Fair value of warrants recorded as a debt discount | 110,000 | |
Common stock issued as s debt discount | 24,000 | |
Issuance of loan payable for vehicle purchase | $ 40,000 |
Operations and Liquidity
Operations and Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Liquidity | Note 1 – Operations 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 190 N Canon Dr., Suite 304, Beverly Hills, California 90210. Our website address is www.opti-harvest.com. Effective on February 22, 2023, the Board of Directors and stockholders have approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock on the basis of 0.6786 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 three months ended March 31, 2023, the Company recorded a net loss of $ 2.9 736,000 5.6 At March 31, 2023, the Company had cash on hand in the amount of $ 12,000 405,000 20,000 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible 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 March 31, 2023 and December 31, 2022, the inventory is fully reserved for slow moving and potentially obsolete inventory. Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These 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 two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. 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. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, an option to extend for an additional twelve to twenty-four (24) months. As of March 31, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 (remaining) $ 49,000 $ - 2024 36,000 - Total $ 85,000 $ - Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. The Company recognized $ 19,000 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 three months ended March 31, 2023 and 2022, 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 March 31, 2023 March 31, 2022 Warrants 4,122,570 4,421,663 Options 3,465,101 3,012,984 Senior convertible notes 1,666,417 1,074,058 Restricted stock units 169,650 - Series A Preferred 1 1 Total 9,423,739 8,508,706 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 was a private company as of March 31, 2023 and prior and lacked company-specific historical and implied volatility information. Therefore, it estimated 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 three months ended March 31, 2023 and 2022, 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. 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 three months ended March 31, 2023 and 2022, research and development costs were approximately $ 403,000 645,000 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 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 Net Sales. 58 21 17 70 20 10 10 Accounts receivable. 78 20 100 Accounts payable. 49 15 53 13 Vendors. 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. |
Rental Equipment
Rental Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Rental Equipment | |
Rental Equipment | Note 3 – Rental Equipment Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being lease to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment March 31, 2023 December 31, 2022 Rental equipment $ 130,000 $ 130,000 Accumulated depreciation (45,000 ) (26,000 ) Net book value $ 85,000 $ 104,000 Depreciation expense for the three months ended March 31, 2023 and 2022 was $ 19,000 0 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment are comprised of the following: Schedule of Property and Equipment March 31, 2023 December 31, 2022 Tools and molds $ 1,990,000 $ 1,990,000 Computer equipment 8,000 8,000 Vehicles 113,000 113,000 Total cost 2,111,000 2,111,000 Accumulated depreciation (1,200,000 ) (1,078,000 ) Net book value $ 911,000 $ 1,033,000 Depreciation expense for the three months ended March 31, 2023 and 2022, was $ 122,000 124,000 |
Convertible Notes Payable and W
Convertible Notes Payable and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes Payable And Warrants | |
Convertible Notes Payable and Warrants | Note 5 – Convertible Notes Payable and Warrants Convertible notes payable consists of the following at March 31, 2023 and December 31, 2022: Schedule of Senior Convertible Notes Payable March 31, 2023 December 31, 2022 Senior Convertible Notes and Warrants (a) $ 3,491,000 $ 3,491,000 Convertible Notes and Warrants (b) 250,000 - Convertible Note and Restricted Shares (c) 30,000 Total notes payable 3,771,000 3,491,000 Less debt discount (110,000 ) - Notes payable, net of discount $ 3,661,000 $ 3,491,000 (a) Senior Convertible Notes and Warrants During the year ended December 31, 2021, the Company sold approximately $ 3,591,000 2,437,012 12 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 4.00 65 50 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 138,098 609,000 4.42 213,473 944,000 4.42 213,473 944,000 4.42 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 accrued interest balance was $ 529,000 109,000 638,000 Total principal balance owed was $ 3,941,000 1,588,292 (b) Convertible Promissory Notes and Warrants In January and February 2023, the Company sold $ 250,000 42,413 10 (a) If a Qualified Public Offering does not occur before the Initial Maturity Date, the outstanding principal balance of this Note shall be increased by an amount equal to 10 (b) If the Company exercises its Extension Option and a Qualified Public Offering does not occur before the Extended Maturity Date, the outstanding principal balance due and payable to the Lender shall be increased by the Premium plus an additional 2.5 (c) As used herein, “Qualified Public Offering” means the issuance and sale of shares of comment stock, par value $ 0.0001 In the event the Company consummates a Qualified Public Offering, Lender shall have the right, but not the obligation, at any time prior to the Maturity Date or earlier repayment of this Note, to convert all, or any portion, of the outstanding principal balance of this Note into shares of Common Stock at a conversion price equal to 80 The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: by . The total of the allocated relative fair value of warrants issued of $ 109,000 24,000 86,000 During the three months ended March 31, 2023, the Company added $ 5,000 5,000 Total principal balance owed was $ 250,000 78,125 (c) Convertible Promissory Notes and Restricted Shares On March 24, 2023, the Company sold a $ 30,000 12 The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”). 3.00 20,000 100,000 100,000 20,000 100,000 The Company issued 6,000 24,000 24,000 Total principal balance owed was $ 30,000 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 6 – Loans Payable Loan payable consists of the following at March 31, 2023 and December 31, 2022: Schedule of Loans Payable March 31, 2023 December 31, 2022 Automobile loans (a) $ 66,000 $ 69,000 Unsecured promissory note – related party (b) 225,000 - Total notes payable 291,000 69,000 Notes payable, current portion (238,000 ) (13,000 ) Notes payable, net of current portion $ 53,000 $ 56,000 (a) Automobile Loans On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 59 4.49 745 40,000 24,000 2,000 22,000 8,000 On January 20, 2022, the Company financed the purchase of a second vehicle for $ 49,000 71 15.54 1,066 45,000 1,000 44,000 5,000 (b) Unsecured Promissory Note – Related Party On February 21, 2023, the Company sold $ 225,000 180,000 20 45,000 500,000 12 The total of the original issue discount of $ 45,000 45,000 Total principal balance owed was $ 225,000 3,000 3,000 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Common Shares Issued on Exercise of Warrants During the three months ended March 31, 2023, the Company received proceeds of $ 114,000 38,511 38,511 2.95 During the three months ended March 31, 2022, the Company received proceeds of $ 125,000 42,413 42,413 2.95 Common Shares Issued for Services The Company enters 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 three months ended March 31, 2023, the Company issued 110,127 586,000 During the three months ended March 31, 2022, the Company issued 138,265 612,000 Summary of Restricted Stock Units On May 17, 2022, the Company granted an aggregate of 135,720 600,000 The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $10 million On December 8, 2022, the Company granted its Chief Executive Officer, Geoffrey Andersen, 33,930 150,000 The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million As of March 31, 2023 and December 31, 2022, no 362,000 172,000 190,000 Summary of Warrants A summary of warrants for the three months ended March 31, 2023, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2022 4,118,668 $ 4.59 Warrants granted 42,413 3.20 Warrants exercised (38,511 ) 2.95 Warrants expired or forfeited - - Balance outstanding, March 31, 2023 4,122,570 $ 4.56 Balance exercisable, March 31, 2023 4,122,570 $ 4.56 Information relating to outstanding warrants at March 31, 2023, 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 $ 2.95 135,719 1.25 $ 2.95 135,719 $ 2.95 $ 3.20 42,413 0.80 $ 3.20 42,413 $ 0.80 $ 4.42 1,188,483 0.25 $ 4.42 1,188,483 $ 4.42 $ 4.60 2,437,012 1.54 $ 4.60 2,437,012 $ 4.60 $ 5.89 318,943 1.25 $ 5.89 318,943 $ 5.89 4,122,570 1.09 $ 4.56 4,122,570 $ 4.56 As of March 31, 2023, both the outstanding and exercisable warrants have an intrinsic value of $ 177,000 4.00 Warrants Issued with Convertible Notes Payable In January and February 2023, the Company sold approximately $ 250,000 42,413 80 3.20 4.00 110,000 4.00 one year 91 0 4.72 During the three months ended March 31, 2023 and 2022, the Company recognized $ 0 32,000 no Summary of Options A summary of stock options for the three months ended March 31, 2023, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2022 3,467,646 $ 3.10 Options granted - - Options exercised - - Options expired or forfeited (2,545 ) 4.42 Balance outstanding, March 31, 2023 3,465,101 $ 3.10 Balance exercisable, March 31, 2023 1,768,884 $ 3.05 Information relating to outstanding options at March 31, 2023, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 2.95 3,097,809 7.77 $ 2.95 1,640,233 $ 2.95 $ 4.42 367,292 4.65 $ 4.42 128,651 $ 4.42 3,465,101 7.43 $ 3.10 1,768,884 $ 3.05 During the three months ended March 31, 2023 and 2022, the Company recognized $ 730,000 684,000 4.4 As of March 31, 2023, the outstanding and exercisable options have an intrinsic value of $ 3.3 1.7 4.00 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 8 – Commitment and Contingencies 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. Litigation against Jonathan Destler, our former Chief Executive Officer and former director, and Don Danks, a former director On September 30, 2022, a Complaint (the “Complaint”), captioned Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus, and Daniel Solomita and 8198381 Canada, Inc., as relief defendants, Case No. ‘22CV1483AJB DEB, was filed in the United States District Court, Southern District of California. In general, the Complaint alleges that Jonathan Destler, a co-founder and our former Chairman and Chief Executive Officer, and a current employee, and Donald Danks, a co-founder, former director, and a former employee, were part of a control group that committed securities fraud in connection with the purchase and sale of securities of Loop Industries, Inc., a Nasdaq-listed company. On November 22, 2022, an Indictment (the “Indictment”), captioned United States of America v. David Stephens, Donald Danks, Jonathan Destler and Robert Lazarus, Case No. ‘22CR2701 BAS, was filed in the United States District Court, Southern District of California. In general, the Indictment alleges that Mr. Destler and Mr. Danks conspired to and committed securities fraud, based on the same allegations in the Complaint. The indictment also alleges that Donald Danks engaged in money laundering. Furthermore, the Complaint and the Indictment allege that Mr. Destler and Mr. Danks were part of a control group consisting of four other persons (David Stephens, Jonathan Destler, Don Danks and Robert Lazarus) who used a third person to make an unregistered offering of securities. The third person is a deceased former-stockholder of Opti-Harvest, whose Opti-Harvest shares are now held by his estate. Mr. Destler is currently our key employee with respect to our business development because of his material role marketing selling our products. Additionally, the Voting Trust Agreement with Mr. Destler terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. If Mr. Destler loses his criminal litigation, it is possible that Mr. Destler could be incarcerated, in which case our marketing and sales could suffer because of his inability to communicate with potential new and existing customers. Furthermore, final disposition of the proceedings related to the Complaint and the Indictment could possibly also mean that Mr. Destler would have voting control over us while being incarcerated. In such event, Mr. Destler’s separation from daily business activities could cause him to make voting decisions without the knowledge of our daily operations that he has today. Transfer of Voting Control of Mr. Destler’s Opti-Harvest Shares to Opti-Harvest Although Mr. Destler (and Mr. Danks, who on January 9, 2023, resigned as an employee of Opti-Harvest) have denied to Opti-Harvest the claims made against them in the Complaint and the Indictment, Mr. Destler agreed to resign his positions as a director, Chief Executive Officer, President and Secretary with Opti-Harvest, and transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock. It should be noted that the term “Trust” in the title “Voting Trust Agreement” is used for naming convention only, and no trust, as an entity, has been created in connection with the Voting Trust Agreement. Accordingly, Mr. Klausner, as the trustee under the Voting Trust, does not owe any fiduciary duty to Mr. Destler, his affiliated entities, or his spouse, under the Voting Trust Agreement. Mr. Klausner’s sole duty under the Voting Trust Agreement is to vote Mr. Destler’s beneficial ownership in Opti-Harvest securities. Under the Voting Trust Agreement, Mr. Destler had agreed and consented to the appointment of any member of our board of directors to be appointed a trustee under the Voting Trust Agreement. Therefore, future members of our board of directors may become a trustee under the Voting Trust Agreement. Whether any future member of our board of directors may become a trustee under the Voting Trust Agreement would depend on whether any such new director would want to and agree to becoming a trustee under the Voting Trust Agreement. The Voting Trust Agreement terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. Advisory Agreements During the years ended December 31, 2022 and 2021, the Company entered into various advisory agreements in connect 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. The advisory agreements generally expire on the date specified by either the advisory firm or the Company, and with 30 days’ notice of termination. The Company agreed to pay up to six percent (6%) of the capital raised if the funding is in the form of debt, equity, mezzanine structure or subordinated debt structure or any other type of transaction. As of March 31, 2023, no transaction has occurred related to the advisor agreements. 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 8 (ii) Once the Company has paid to Seller an aggregate amount in royalties of $ 30 4.75 As of March 31, 2023, 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 March 31, 2023, 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions As discussed in Note 8, Mr. Destler agreed to transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock. On January 9, 2023, the Company issued Mr. Klausner 33,930 200,000 On March 31, 2023, Mr. Destler paid a Company vendor $ 5,000 5,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events occurring from April 1, 2023, through the date of this filing. Convertible Promissory Notes and Restricted Shares Subsequent to March 31, 2023, the Company sold approximately $ 405,000 81,000 Related Party Advance On April 5, 2023, Mr. Destler advanced the Company $ 20,000 20,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible 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 March 31, 2023 and December 31, 2022, the inventory is fully reserved for slow moving and potentially obsolete inventory. |
Rental Equipment | Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These 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 two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. 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. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, an option to extend for an additional twelve to twenty-four (24) months. As of March 31, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 (remaining) $ 49,000 $ - 2024 36,000 - Total $ 85,000 $ - |
Receivables and contract assets and liabilities | Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. The Company recognized $ 19,000 |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the three months ended March 31, 2023 and 2022, 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 March 31, 2023 March 31, 2022 Warrants 4,122,570 4,421,663 Options 3,465,101 3,012,984 Senior convertible notes 1,666,417 1,074,058 Restricted stock units 169,650 - Series A Preferred 1 1 Total 9,423,739 8,508,706 |
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 was a private company as of March 31, 2023 and prior and lacked company-specific historical and implied volatility information. Therefore, it estimated 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 three months ended March 31, 2023 and 2022, 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. |
Research and Development | 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 three months ended March 31, 2023 and 2022, research and development costs were approximately $ 403,000 645,000 |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In 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 | 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 Net Sales. 58 21 17 70 20 10 10 Accounts receivable. 78 20 100 Accounts payable. 49 15 53 13 Vendors. |
Segment Reporting | Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Future Operating Lease Income and Future Lease Payments | As of March 31, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 (remaining) $ 49,000 $ - 2024 36,000 - Total $ 85,000 $ - |
Schedule of Anti-Dilutive Securities of Earning Per Share | For the three months ended March 31, 2023 and 2022, 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 March 31, 2023 March 31, 2022 Warrants 4,122,570 4,421,663 Options 3,465,101 3,012,984 Senior convertible notes 1,666,417 1,074,058 Restricted stock units 169,650 - Series A Preferred 1 1 Total 9,423,739 8,508,706 |
Rental Equipment (Tables)
Rental Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Rental Equipment | |
Schedule of Rental Equipment | Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being lease to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment March 31, 2023 December 31, 2022 Rental equipment $ 130,000 $ 130,000 Accumulated depreciation (45,000 ) (26,000 ) Net book value $ 85,000 $ 104,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following: Schedule of Property and Equipment March 31, 2023 December 31, 2022 Tools and molds $ 1,990,000 $ 1,990,000 Computer equipment 8,000 8,000 Vehicles 113,000 113,000 Total cost 2,111,000 2,111,000 Accumulated depreciation (1,200,000 ) (1,078,000 ) Net book value $ 911,000 $ 1,033,000 |
Convertible Notes Payable and_2
Convertible Notes Payable and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes Payable And Warrants | |
Schedule of Senior Convertible Notes Payable | Convertible notes payable consists of the following at March 31, 2023 and December 31, 2022: Schedule of Senior Convertible Notes Payable March 31, 2023 December 31, 2022 Senior Convertible Notes and Warrants (a) $ 3,491,000 $ 3,491,000 Convertible Notes and Warrants (b) 250,000 - Convertible Note and Restricted Shares (c) 30,000 Total notes payable 3,771,000 3,491,000 Less debt discount (110,000 ) - Notes payable, net of discount $ 3,661,000 $ 3,491,000 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Loan payable consists of the following at March 31, 2023 and December 31, 2022: Schedule of Loans Payable March 31, 2023 December 31, 2022 Automobile loans (a) $ 66,000 $ 69,000 Unsecured promissory note – related party (b) 225,000 - Total notes payable 291,000 69,000 Notes payable, current portion (238,000 ) (13,000 ) Notes payable, net of current portion $ 53,000 $ 56,000 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Warrants | A summary of warrants for the three months ended March 31, 2023, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2022 4,118,668 $ 4.59 Warrants granted 42,413 3.20 Warrants exercised (38,511 ) 2.95 Warrants expired or forfeited - - Balance outstanding, March 31, 2023 4,122,570 $ 4.56 Balance exercisable, March 31, 2023 4,122,570 $ 4.56 |
Summary of Outstanding Warrants Exercise Price | Information relating to outstanding warrants at March 31, 2023, 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 $ 2.95 135,719 1.25 $ 2.95 135,719 $ 2.95 $ 3.20 42,413 0.80 $ 3.20 42,413 $ 0.80 $ 4.42 1,188,483 0.25 $ 4.42 1,188,483 $ 4.42 $ 4.60 2,437,012 1.54 $ 4.60 2,437,012 $ 4.60 $ 5.89 318,943 1.25 $ 5.89 318,943 $ 5.89 4,122,570 1.09 $ 4.56 4,122,570 $ 4.56 |
Summary of Options | A summary of stock options for the three months ended March 31, 2023, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2022 3,467,646 $ 3.10 Options granted - - Options exercised - - Options expired or forfeited (2,545 ) 4.42 Balance outstanding, March 31, 2023 3,465,101 $ 3.10 Balance exercisable, March 31, 2023 1,768,884 $ 3.05 |
Summary of Outstanding Options Exercise Price | Information relating to outstanding options at March 31, 2023, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 2.95 3,097,809 7.77 $ 2.95 1,640,233 $ 2.95 $ 4.42 367,292 4.65 $ 4.42 128,651 $ 4.42 3,465,101 7.43 $ 3.10 1,768,884 $ 3.05 |
Operations and Liquidity (Detai
Operations and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 22, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | May 15, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Stock issued during period, shares, reverse stock splits | 0.6786 | |||||
Net loss | $ 2,881,000 | $ 3,707,000 | ||||
Net cash provided by operating activities | 736,000 | 1,116,000 | ||||
Stockholders' equity | 5,609,000 | $ 1,097,000 | $ 4,464,000 | $ (1,157,000) | ||
Cash | 12,000 | $ 172,000 | ||||
Notes Payable | $ 405,000 | |||||
Proceeds from sale of convertible debt | $ 20,000 |
Schedule of Future Operating Le
Schedule of Future Operating Lease Income and Future Lease Payments (Details) | Mar. 31, 2023 USD ($) |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Abstract] | |
2023 | $ 49,000 |
2024 | 36,000 |
Total | 85,000 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2023 | |
2024 | |
Total |
Schedule of Anti-Dilutive Secur
Schedule of Anti-Dilutive Securities of Earning Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,423,739 | 8,508,706 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,122,570 | 4,421,663 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,465,101 | 3,012,984 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,666,417 | 1,074,058 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 169,650 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1 | 1 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Operating lease, term of contract | the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, | ||
Operating lease, option to extend | an option to extend for an additional twelve to twenty-four (24) months. | ||
Revenues | $ 19,000 | ||
Research and development expense | 403,000 | $ 645,000 | |
Cash FDIC insured amount | $ 250,000 | ||
Sales in excess | 10% | 10% | |
One Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 58% | 70% | |
One Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 100% | ||
Two Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 21% | 20% | |
Three Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 17% | 10% | |
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 78% | ||
Customer Two [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 20% | ||
Vendor One [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 49% | ||
Vendor Two [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 15% | ||
One Vendor [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 53% | ||
Two Vendor [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 13% | ||
Rental Equipment [Member] | |||
Product Information [Line Items] | |||
Estimated useful life | 3 years |
Schedule of Rental Equipment (D
Schedule of Rental Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Rental Equipment | ||
Rental equipment | $ 130,000 | $ 130,000 |
Accumulated depreciation | (45,000) | (26,000) |
Net book value | $ 85,000 | $ 104,000 |
Rental Equipment (Details Narra
Rental Equipment (Details Narrative) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Rental Equipment | ||
Accumulated depreciation | $ 19,000 | $ 0 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 2,111,000 | $ 2,111,000 |
Accumulated depreciation | (1,200,000) | (1,078,000) |
Net book value | 911,000 | 1,033,000 |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,990,000 | 1,990,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 8,000 | 8,000 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 113,000 | $ 113,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 122,000 | $ 124,000 |
Schedule of Senior Convertible
Schedule of Senior Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Less debt discount | $ (110,000) | $ 0 | |
Notes payable, net of discount | 3,661,000 | 3,491,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior Convertible Notes and Warrants | [1] | 3,491,000 | 3,491,000 |
Convertible Notes and Warrants | [2] | 250,000 | |
Convertible Note and Restricted Shares | [3] | 30,000 | |
Total notes payable | 3,771,000 | 3,491,000 | |
Less debt discount | (110,000) | ||
Notes payable, net of discount | $ 3,661,000 | $ 3,491,000 | |
[1]Senior Convertible Notes and Warrants[2]Convertible Promissory Notes and Warrants[3]Convertible Promissory Notes and Restricted Shares |
Convertible Notes Payable and_3
Convertible Notes Payable and Warrants (Details Narrative) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 24, 2023 USD ($) $ / shares shares | Dec. 20, 2022 USD ($) $ / shares shares | May 16, 2022 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Percentage of common stock purchase price | 80% | |||||||
Share price | $ / shares | $ 4 | |||||||
Debt instrument redemption price percentage | 15% | |||||||
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 | |||||||
Percentage of prorata securities | 20% | |||||||
Accrued interest | $ 638,000 | $ 529,000 | ||||||
Changes in interest payable | $ 109,000 | |||||||
Accrue interest | $ 250,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Debt conversion price | 80% | |||||||
Holders right description | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant | |||||||
Fair value warrant | $ 109,000 | |||||||
Amortization of Debt Discount | 24,000 | |||||||
Debt instrument, unamortized discount | 86,000 | |||||||
Accrued interest | $ 5,000 | |||||||
Common stock, shares related to note | shares | 6,000 | |||||||
Common stock issued as debt discount | $ 24,000 | |||||||
Debt discount | $ 24,000 | |||||||
Senior Notes [Member] | ||||||||
Common stock share | shares | 78,125 | |||||||
Number of shares of common stock | shares | 1,588,292 | |||||||
Convertible Common Stock [Member] | ||||||||
Common stock intial public offering rate | 65% | |||||||
IPO [Member] | ||||||||
Share price | $ / shares | $ 4 | |||||||
Conversion price percentage | 50% | |||||||
Qualified Public Offering [Member] | ||||||||
Increase in outstanding balance, percentage | 10% | |||||||
Increase in outstanding balance additional, percentage | 2.50% | |||||||
Convertible Promissory Note [Member] | ||||||||
Accrue interest | 12% | 12% | ||||||
Share price | $ / shares | $ 3 | |||||||
Accrue interest | $ 30,000 | |||||||
Principal amount | $ 30,000 | |||||||
Maturity date description | The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”). | |||||||
Convertible Promissory Note [Member] | Investor [Member] | ||||||||
Common stock share | shares | 20,000 | |||||||
Shares of investors | $ 100,000 | |||||||
Convertible Promissory Notes [Member] | ||||||||
Accrue interest | $ 250,000 | |||||||
Warrant [Member] | ||||||||
Number of warrant issued | shares | 42,413 | 38,511 | 42,413 | 2,437,012 | ||||
Share price | $ / shares | $ 4 | |||||||
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 | |||||||
Common Stock [Member] | ||||||||
Number of warrant issued | shares | 38,511 | 42,413 | ||||||
Conversion price percentage | 10 | |||||||
Common stock, shares related to note | shares | 6,000 | |||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | ||||||||
Share price | $ / shares | $ 4.42 | $ 4.42 | ||||||
Common stock share | shares | 213,473 | 138,098 | ||||||
Shares of investors | $ 944,000 | $ 609,000 | ||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | Second Amendment [Member] | ||||||||
Share price | $ / shares | $ 4.42 | |||||||
Common stock share | shares | 213,473 | |||||||
Shares of investors | $ 944,000 | |||||||
Common Stock [Member] | Qualified Public Offering [Member] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Senior Convertible Promissory Notes [Member] | ||||||||
Notes Issued | $ 3,591,000 | |||||||
Principal amount | $ 3,941,000 | $ 3,941,000 | ||||||
Principal amount | 225,000 | |||||||
Convertible Promissory Note [Member] | ||||||||
Principal amount | $ 250,000 |
Schedule of Loans Payable (Deta
Schedule of Loans Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Automobile loans | [1] | $ 66,000 | $ 69,000 |
Unsecured promissory note – related party | [2] | 225,000 | |
Total notes payable | 291,000 | 69,000 | |
Notes payable, current portion | (238,000) | (13,000) | |
Notes payable, net of current portion | $ 53,000 | $ 56,000 | |
[1] Automobile Loans |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Feb. 21, 2023 | Jan. 20, 2022 | Nov. 20, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Loans payable | $ 40,000 | ||||||
Repayment of principal amount of loan | $ 3,000 | $ 2,000 | |||||
Current portion of loan payable | 238,000 | $ 13,000 | |||||
Remaining balance of loan | 1,200,000 | 1,078,000 | |||||
Debt discount | 86,000 | ||||||
Original issue discount | 45,000 | ||||||
Accrued interest | 3,000 | ||||||
Unsecured Promissory Note [Member] | Donald Danks [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unsecured Debt | $ 225,000 | ||||||
Proceeds from debt issuance | $ 180,000 | ||||||
Orignal debt discount percent | 20% | ||||||
Debt discount | $ 45,000 | ||||||
Unsecured Promissory Note [Member] | Lender [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 12% | ||||||
Proceeds from debt issuance | $ 500,000 | ||||||
Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 49,000 | $ 40,000 | |||||
Debt instrument, term | 71 months | 59 months | |||||
Debt interest rate | 15.54% | 4.49% | |||||
Debt principal and interest payments | $ 1,066 | $ 745 | |||||
Remaining balance of loan | 22,000 | 24,000 | |||||
Repayment of principal amount of loan | 2,000 | ||||||
Current portion of loan payable | 8,000 | ||||||
Loans Payable [Member] | Debt on Second Vehicle [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Remaining balance of loan | 44,000 | ||||||
Repayment of principal amount of loan | 1,000 | ||||||
Current portion of loan payable | 5,000 | ||||||
Remaining balance of loan | $ 45,000 | ||||||
Senior Convertible Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 225,000 |
Summary of Warrants (Details)
Summary of Warrants (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants, Balance outstanding | shares | 4,118,668 |
Weighted Average Exercise Price, Balance outstanding | $ / shares | $ 4.59 |
Warrants granted | shares | 42,413 |
Weighted Average Exercise Price, granted | $ / shares | $ 3.20 |
Warrants exercised | shares | (38,511) |
Weighted Average Exercise Price, exercised | $ / shares | $ 2.95 |
Warrants expired or forfeited | shares | |
Weighted Average Exercise Price, expired or forfeited | $ / shares | |
Warrants, Balance outstanding | shares | 4,122,570 |
Weighted Average Exercise Price, Balance outstanding | $ / shares | $ 4.56 |
Warrants, Balance exercisable | shares | 4,122,570 |
Weighted Average Exercise Price, Balance exercisable | $ / shares | $ 4.56 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Exercise Price (Details) | Mar. 31, 2023 USD ($) $ / shares |
Class of Warrant or Right [Line Items] | |
Outstanding share | $ | $ 4,122,570 |
Life (Years) | 1 year 1 month 2 days |
Weighted Average Exercise Price | $ 4.56 |
Exercisable share | $ | $ 4,122,570 |
Exercisable Weighted Average Exercise Price | $ 4.56 |
Warrant Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 2.95 |
Outstanding share | $ | $ 135,719 |
Life (Years) | 1 year 3 months |
Weighted Average Exercise Price | $ 2.95 |
Exercisable share | $ | $ 135,719 |
Exercisable Weighted Average Exercise Price | $ 2.95 |
Warrant Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 3.20 |
Outstanding share | $ | $ 42,413 |
Life (Years) | 9 months 18 days |
Weighted Average Exercise Price | $ 3.20 |
Exercisable share | $ | $ 42,413 |
Exercisable Weighted Average Exercise Price | $ 0.80 |
Warrant Exercise Price Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4.42 |
Outstanding share | $ | $ 1,188,483 |
Life (Years) | 3 months |
Weighted Average Exercise Price | $ 4.42 |
Exercisable share | $ | $ 1,188,483 |
Exercisable Weighted Average Exercise Price | $ 4.42 |
Warrant Exercise Price Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4.60 |
Outstanding share | $ | $ 2,437,012 |
Life (Years) | 1 year 6 months 14 days |
Weighted Average Exercise Price | $ 4.60 |
Exercisable share | $ | $ 2,437,012 |
Exercisable Weighted Average Exercise Price | $ 4.60 |
Warrant Exercise Price Five [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 5.89 |
Outstanding share | $ | $ 318,943 |
Life (Years) | 1 year 3 months |
Weighted Average Exercise Price | $ 5.89 |
Exercisable share | $ | $ 318,943 |
Exercisable Weighted Average Exercise Price | $ 5.89 |
Summary of Options (Details)
Summary of Options (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Options, Balance outstanding | shares | 3,467,646 |
Weighted Average Exercise Price, Balance outstanding | $ / shares | $ 3.10 |
Options granted | shares | |
Weighted Average Exercise Price, granted | $ / shares | |
Options exercised | shares | |
Weighted Average Exercise Price, exercised | $ / shares | |
Options expired or forfeited | shares | (2,545) |
Weighted Average Exercise Price, expired or forfeited | $ / shares | $ 4.42 |
Options, Balance outstanding | shares | 3,465,101 |
Weighted Average Exercise Price, Balance outstanding | $ / shares | $ 3.10 |
Options, Balance exercisable | shares | 1,768,884 |
Weighted Average Exercise Price, Balance exercisable | $ / shares | $ 3.05 |
Summary of Outstanding Options
Summary of Outstanding Options Exercise Price (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Outstanding, Share | 3,465,101 | 3,467,646 |
Outstanding, Life (Years) | 7 years 5 months 4 days | |
Outstanding, Weighted Average Exercise Price | $ 3.10 | $ 3.10 |
Exercisable Shares | 1,768,884 | |
Exercisable Weighted Average Exercise Price | $ 3.05 | |
Exercise Price Range One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price Per Share | $ 2.95 | |
Outstanding, Share | 3,097,809 | |
Outstanding, Life (Years) | 7 years 9 months 7 days | |
Outstanding, Weighted Average Exercise Price | $ 2.95 | |
Exercisable Shares | 1,640,233 | |
Exercisable Weighted Average Exercise Price | $ 2.95 | |
Exercise Price Range Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price Per Share | $ 4.42 | |
Outstanding, Share | 367,292 | |
Outstanding, Life (Years) | 4 years 7 months 24 days | |
Outstanding, Weighted Average Exercise Price | $ 4.42 | |
Exercisable Shares | 128,651 | |
Exercisable Weighted Average Exercise Price | $ 4.42 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 08, 2022 | Mar. 17, 2022 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from exercise of warrants | $ 114,000 | $ 126,000 | |||||
Fair value of common shares issued for services | 586,000 | 612,000 | |||||
Outstanding options, intrinsic value | $ 3,300,000 | ||||||
Sale of convertible promissory notes | $ 250,000 | ||||||
Stock price | $ 4 | ||||||
Fair value warrants | $ 110,000 | $ 110,000 | |||||
Expected term | 1 year | ||||||
Volatility | 91% | ||||||
Dividend rate | 0% | ||||||
Weighted average risk-free interest rate | 472% | ||||||
Compensation expense | $ 730,000 | $ 684,000 | |||||
Unvested compensation expense | 4,400,000 | ||||||
Exercisable options, intrinsic value | $ 1,700,000 | ||||||
Estimated market value | $ 3.10 | $ 3.10 | |||||
Advisory Board Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Unvested compensation related to stock options | $ 0 | ||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares granted in private offering | 135,720 | ||||||
Fair value of shares granted in private offering | $ 600,000 | ||||||
Vesting conditions | The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $10 million | ||||||
Number of share issued | 0 | 0 | |||||
Recognized compensation expense | $ 172,000 | $ 362,000 | |||||
Share based payment options non vested | $ 190,000 | ||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | Geoffrey Andersen [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares granted in private offering | 33,930 | ||||||
Fair value of shares granted in private offering | $ 150,000 | ||||||
Vesting conditions | The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated market value | $ 4 | ||||||
Consultants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Fair value of common shares issued for services, shares | 110,127 | 138,265 | |||||
Fair value of common shares issued for services | $ 586,000 | $ 612,000 | |||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from exercise of warrants | $ 114,000 | $ 125,000 | |||||
Number of warrant issued | 42,413 | 38,511 | 42,413 | 2,437,012 | |||
Warrant exercise price | $ 3.20 | $ 2.95 | $ 2.95 | ||||
Outstanding options, intrinsic value | $ 177,000 | ||||||
Estimated market value | $ 4 | ||||||
Common stock percentage amount | 80% | ||||||
Stock price | $ 4 | ||||||
Compensation expense | $ 0 | $ 32,000 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of warrant issued | 38,511 | 42,413 | |||||
Fair value of common shares issued for services, shares | 110,127 | 138,265 | |||||
Fair value of common shares issued for services | |||||||
Fair value warrants |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Product Liability Contingency [Line Items] | ||
Revenues | $ 24,000 | $ 1,000 |
Advance royalties | 1,600,000 | |
Royalty expense | 30,000,000 | |
Mr. Booth [Member] | ||
Product Liability Contingency [Line Items] | ||
Royalty expense | $ 30,000,000 | |
Percentage of consideration received | 0.30% | |
Strategic transaction consideration | $ 100,000,000 | |
Royalty percentage | 0.25% | |
Minimum [Member] | Mr. Booth [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 0.20% | |
Strategic transaction consideration | $ 50,000,000 | |
Maximum [Member] | Mr. Booth [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 0.40% | |
Strategic transaction consideration | $ 150,000,000 | |
Seller [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Liability Contingency [Line Items] | ||
Concentration risk, percentage | 8% | |
License [Member] | ||
Product Liability Contingency [Line Items] | ||
Revenues | $ 1,600,000 | |
Percentage of consideration received | 7.60% | |
License [Member] | Mr. Booth [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 0.40% | |
Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Liability Contingency [Line Items] | ||
Concentration risk, percentage | 4.75% | |
DisperSolar LLC [Member] | Earnout Payments [Member] | ||
Product Liability Contingency [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, | |
Payments to acquire intangible assets | $ 800,000 | |
Strategic Transaction Consideration [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 5.70% | |
Strategic transaction consideration | $ 100,000,000 | |
Strategic Transaction Consideration [Member] | Minimum [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 3.80% | |
Strategic transaction consideration | $ 50,000,000 | |
Strategic Transaction Consideration [Member] | Maximum [Member] | ||
Product Liability Contingency [Line Items] | ||
Percentage of consideration received | 7.60% | |
Strategic transaction consideration | $ 150,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 09, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Stock issued for service, values | $ 586,000 | $ 612,000 | |
Proceeds from related party debt | 5,000 | ||
Changes in interest payable | 5,000 | ||
Mr Klausner [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued for service, shares | 33,930 | ||
Stock issued for service, values | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||||
Apr. 05, 2023 | Mar. 31, 2023 | May 15, 2023 | Mar. 24, 2023 | Feb. 28, 2023 | |
Subsequent Event [Line Items] | |||||
Convertible notes | $ 250,000 | ||||
Number of common stock shares of restricted common stock | 81,000 | ||||
Subsequent Event [Member] | Mr.Destler [Member] | |||||
Subsequent Event [Line Items] | |||||
Advance in non-interest bearing | $ 20,000 | ||||
Convertible Promissory Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes | $ 30,000 | ||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes | $ 405,000 |