Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40867 | |
Entity Registrant Name | Volcon, Inc. | |
Entity Central Index Key | 0001829794 | |
Entity Tax Identification Number | 84-4882689 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3121 Eagles Nest Street | |
Entity Address, Address Line Two | Suite 120 | |
Entity Address, City or Town | Round Rock | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78665 | |
City Area Code | (512) | |
Local Phone Number | 400-4271 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | VLCN | |
Security Exchange Name | NASDAQ | |
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 | 6,819,278 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,425,820 | $ 10,986,592 |
Restricted cash | 551,250 | 551,250 |
Accounts receivable, net of allowance for doubtful accounts of $118,689 and $62,451 at September 30, 2023 and December 31, 2022, respectively | 206,447 | 864,957 |
Inventory | 7,051,537 | 5,645,883 |
Inventory deposits | 406,743 | 427,662 |
Prepaid expenses and other current assets | 2,807,355 | 1,850,666 |
Total current assets | 13,449,152 | 20,327,010 |
Long term assets: | ||
Property and equipment, net | 1,264,166 | 601,766 |
Intangible assets, net | 1,453 | 5,813 |
Other long-term assets | 199,281 | 285,037 |
Right-of-use assets - operating leases | 1,231,092 | 1,505,987 |
TOTAL ASSETS | 16,145,144 | 22,725,613 |
Current liabilities: | ||
Accounts payable | 3,470,898 | 1,036,628 |
Accrued liabilities | 1,809,092 | 2,045,239 |
Exercised Warrants - Shares to be issued | 537,250 | 0 |
Accrued Purchase commitments | 0 | 28,600 |
Current portion of notes payable | 14,910 | 18,670 |
Convertible notes, net of issuance costs | 29,709,960 | 17,353,748 |
Right-of-use operating lease liabilities, short-term | 423,849 | 391,117 |
Customer deposits | 201,005 | 23,471 |
Total current liabilities | 36,166,964 | 20,897,472 |
Notes payable, net of current portion | 73,099 | 50,116 |
Right-of-use operating lease liabilities, long-term | 845,117 | 1,143,011 |
Total liabilities | 37,085,180 | 22,090,599 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' (deficit) equity: | ||
Preferred stock: $0.00001 par value, 5,000,000 shares authorized, no shares outstanding | 0 | 0 |
Common stock: $0.00001 par value, 250,000,000 shares authorized, 6,403,166 shares issued and outstanding at September 30, 2023 and 100,000,000 shares authorized, 4,885,252 shares issued and outstanding as of December 31, 2022 | 63 | 48 |
Additional paid-in capital | 96,450,387 | 76,369,892 |
Accumulated deficit | (117,390,486) | (75,734,927) |
Total stockholders’ (deficit) equity | (20,940,036) | 635,013 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 16,145,144 | $ 22,725,613 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 118,689 | $ 62,451 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 100,000,000 |
Common stock, shares issued | 6,403,166 | 4,885,252 |
Common stock, shares outstanding | 6,403,166 | 4,885,252 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 487,430 | $ 242,710 | $ 2,177,188 | $ 3,795,065 |
Cost of goods sold | (3,542,468) | (2,012,829) | (5,107,096) | (11,549,871) |
Gross margin | (3,055,038) | (1,770,119) | (2,929,908) | (7,754,806) |
Operating expenses: | ||||
Sales and marketing | 1,870,532 | 1,282,014 | 6,040,519 | 3,942,827 |
Product development | 2,983,197 | 2,177,347 | 5,936,280 | 6,775,768 |
General and administrative expenses | 1,544,344 | 2,085,211 | 5,003,135 | 7,409,601 |
Total operating expenses | 6,398,073 | 5,544,572 | 16,979,934 | 18,128,196 |
Loss from operations | (9,453,111) | (7,314,691) | (19,909,842) | (25,883,002) |
Other income (expense) | (54,702) | 33,814 | (38,199) | 72,800 |
Loss on extinguishment of Convertible Notes | 0 | 0 | (22,296,988) | 0 |
Gain (loss) on change in fair value of financial liabilities | (684,994) | 0 | 5,107,794 | 0 |
Interest expense | (1,135,089) | (618,307) | (4,518,324) | (627,789) |
Total other expense | (1,874,785) | (584,493) | (21,745,717) | (554,989) |
Loss before provision for income taxes | (11,327,896) | (7,899,184) | (41,655,559) | (26,437,991) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (11,327,896) | $ (7,899,184) | $ (41,655,559) | $ (26,437,991) |
Net loss per common share – basic | $ (1.84) | $ (1.62) | $ (7.57) | $ (5.64) |
Net loss per common share – diluted | $ (1.84) | $ (1.62) | $ (7.57) | $ (5.64) |
Weighted average common shares outstanding – basic | 6,162,589 | 4,869,044 | 5,502,512 | 4,690,805 |
Weighted average common shares outstanding – diluted | 6,162,589 | 4,869,044 | 5,502,512 | 4,690,805 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 35 | $ 47,803,736 | $ (41,499,522) | $ 6,304,249 |
Beginning balance, shares at Dec. 31, 2021 | 3,461,837 | |||
Issuance of common stock for public offering, net of issuance costs of $1,910,816 | $ 13 | 18,089,171 | 18,089,184 | |
Issuance of common stock for public offerings, net of issuance costs, shares | 1,333,334 | |||
Issuance of common stock for cashless exercise of warrants | ||||
Issuance of common stock for cashless exercise of warrants, shares | 16,711 | |||
Issuance of common stock for exercise of stock options and restricted stock | 40,000 | 40,000 | ||
Issuance of common stock for exercise of stock options and restricted stock, shares | 48,022 | |||
Stock-based compensation | 2,642,139 | 2,642,139 | ||
Stock-based compensation, shares | 10,925 | |||
Forfeiture of performance shares | ||||
Forfeiture of performance shares, shares | (576) | |||
Issuance of Note Warrants and underwriter warrants, net of issuance costs of $1,003,513 | 7,177,976 | 7,177,976 | ||
Net loss | (26,437,991) | (26,437,991) | ||
Ending balance, value at Sep. 30, 2022 | $ 48 | 75,753,022 | (67,937,513) | 7,815,557 |
Ending balance, shares at Sep. 30, 2022 | 4,870,253 | |||
Beginning balance, value at Dec. 31, 2022 | $ 48 | 76,369,892 | (75,734,927) | 635,013 |
Beginning balance, shares at Dec. 31, 2022 | 4,885,252 | |||
Issuance of common stock for exercise of stock options and vesting of restricted stock | 25,000 | 25,000 | ||
Issuance of common stock for exercise of stock options and vesting of restricted stock, shares | 10,000 | |||
Issuance of common stock for public offering, net of issuance costs of $1,910,816 | $ 15 | 4,570,085 | 4,570,100 | |
Issuance of common stock for public offerings, net of issuance costs, shares | 1,480,000 | |||
Stock-based compensation | 2,223,356 | 2,223,356 | ||
Stock-based compensation, shares | 27,772 | |||
Reclassification of derivative liabilities to equity | 13,262,055 | 13,262,055 | ||
Shares issued for rounding due to reverse stock split | ||||
Stock-based compensation, shares | 142 | |||
Net loss | (41,655,559) | (41,655,559) | ||
Ending balance, value at Sep. 30, 2023 | $ 63 | $ 96,450,387 | $ (117,390,486) | $ (20,940,036) |
Ending balance, shares at Sep. 30, 2023 | 6,403,166 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 629,900 | $ 1,910,816 |
Common Stock [Member] | ||
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 629,900 | 1,910,816 |
Warrants Convertible Note [Member] | ||
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 1,003,513 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flow from operating activities: | ||
Net loss | $ (41,655,559) | $ (26,437,991) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on extinguishment of convertible notes | 22,296,988 | 0 |
Gain on change in fair value of financial liabilities | (5,107,794) | 0 |
Stock-based compensation | 2,223,356 | 2,642,139 |
Loss on write down of inventory and inventory deposits | 1,786,365 | 1,650,838 |
Loss on lease terminations | 85,756 | 395,138 |
(Gain) loss on sale/write off of property & equipment | (6,423) | 250,369 |
Bad debt expense | 66,990 | 0 |
Write off of intangible assets | 0 | 6,427 |
Non-cash interest expense | 4,516,041 | 614,366 |
Amortization of right-of-use assets | 274,895 | 342,112 |
Depreciation and amortization | 173,803 | 574,117 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 591,520 | (1,541,983) |
Inventory | (3,192,019) | (1,463,778) |
Inventory deposits | 20,919 | 1,061,846 |
Prepaid assets and other current assets | (956,689) | 289,387 |
Other assets | 0 | (29,120) |
Accounts payable | 2,434,270 | (978,962) |
Accrued liabilities | (264,747) | 293,626 |
Right-of-use liabilities - operating leases | (265,161) | (269,836) |
Customer deposits | 177,534 | (2,218,856) |
Net cash provided by (used in) operating activities | (16,799,955) | (24,820,161) |
Cash flow from investing activities: | ||
Purchase of property and equipment | (818,399) | (620,290) |
Proceeds from sale of vehicles | 89,000 | 0 |
Net cash used by investing activities | (729,399) | (620,290) |
Cash flow from financing activities: | ||
Repayment of notes payable | (76,801) | (12,768) |
Proceeds from issuance of common stock from public offerings, net if issuance costs of $629,900 | 4,570,100 | 0 |
Proceeds from issuance of convertible notes and warrants, net of issuance costs of $586,968 | 3,913,033 | 0 |
Proceeds from exercise of warrants | 537,250 | |
Proceeds from issuance of common stock from public offering, net of issuance costs of $1,910,816 | 0 | 18,089,184 |
Proceeds from issuance of convertible notes, net of issuance costs of $2,312,895 | 0 | 15,122,345 |
Proceeds from issuance of warrants to convertible note holders, net of issuance costs of $1,003,513 | 0 | 7,177,976 |
Proceeds from exercise of stock options | 25,000 | 40,000 |
Net cash provided by financing activities | 8,968,582 | 40,416,737 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (8,560,772) | 14,976,286 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 11,537,842 | 5,572,199 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 2,977,070 | 20,548,485 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,474 | 4,401 |
Cash paid for income taxes | 0 | 0 |
Non-cash transactions | ||
Recognition of initial right-of-use asset - operating lease | 0 | 1,128,609 |
Acquisition of property and equipment with note payable | $ 96,024 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 629,900 | $ 1,910,816 |
Convertible Notes And Warrants [Member] | ||
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 586,968 | |
Convertible Notes [Member] | ||
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | 2,312,895 | |
Warrants Convertible Note [Member] | ||
Securities Financing Transaction [Line Items] | ||
Payment of stock issuance costs | $ 1,003,513 |
ORGANIZATION, NATURE OF OPERATI
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN Organization and Nature of Operations Volcon, Inc. (“Volcon” or the “Company”) was formed on February 21, 2020, as a Delaware corporation, under the name Frog ePowersports, Inc. The Company was renamed Volcon, Inc. on October 1, 2020. Volcon designs and sells all-electric off-road powersport vehicles. On January 5, 2021, the Company created Volcon ePowersports, LLC (“Volcon LLC ''), a Colorado wholly-owned subsidiary of the Company, to sell Volcon vehicles and accessories in the United States. Volcon LLC is no longer used for selling vehicles and accessories. Going Concern The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and has generated negative cash flows from operations since inception. In August 2022, the Company ceased manufacturing the Grunt motorcycle in Round Rock, Texas and has outsourced all manufacturing of its vehicles to third-parties. Further, the Company has, or plans to, outsource the manufacturing of all its future vehicles to third-parties for the foreseeable future. The Company has also outsourced certain design and prototype services of its vehicles to third-parties. In September 2022, management reduced headcount and employee related costs in its product development and administrative departments to reduce operating costs. Also in August 2022, the Company received net proceeds of approximately $ 22.3 The Company received net proceeds of approximately $ 3.9 On September 14, 2023, the holders of the New Notes and Exchange Notes (collectively the “May 2023 Notes”) entered into an agreement to modify the terms to extend the due date to January 31, 2025. In addition, the requirement to have unrestricted and unencumbered cash on deposit of $10 million if the outstanding principal (and interest, if any) of the Exchange Notes is $15 million or greater as of December 31, 2023 was amended to reduce the unrestricted and unencumbered cash on deposit to $5 million if the outstanding principal (and interest, if an) of the Exchange Notes is $15 million or greater as of June 30, 2024. The cash on deposit requirement is reduced dollar for dollar to the extent the outstanding principal (and interest, if any) of the Exchange Notes is less than $15 million on this date. In addition, the Company must sell 250 units of its Stag UTV by December 31, 2023. The Company may factor up to $10 million of its accounts receivables provided the factoring lender executed a subordination and intercreditor agreement on terms acceptable to the holders of the May 2023 Notes, which was completed on October 17, 2023. The Company was also required to perfect a security interest in the assets of the Company no later than September 22, 2023, which the Company has completed. In May 2023, the Company received net proceeds of approximately $ 4 1,200,000 3.75 On September 18, 2023, the Company received net proceeds of approximately $ 571,400 280,000 2.50 In a series of warrant inducement transactions from September 29, 2023 to October 30, 2023, as more fully discussed below, the Company raised $ 1,027,495 Management anticipates that our cash on hand as of September 30, 2023 plus, the cash received from the warrant inducements, and cash expected to be generated from operations will not be sufficient to fund planned operations and maintain required cash balances for the Exchange Notes beyond one year from the date of the issuance of the financial statements as of and for the three and nine months ended September 30, 2023. There can be no assurance that additional funding, if needed, would be available to the Company on acceptable terms, or at all. These factors raise substantial doubt regarding our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. Nasdaq Compliance The Company has until January 2, 2024, to regain compliance with the MVLS requirement. To regain compliance with the MVLS requirement, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during this grace period. While the Company may be able to qualify for additional time to attempt to regain compliance, there can be no assurance that it will qualify for additional time to regain compliance, or that it will regain compliance with or without such additional time. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. Impact of Russia and Ukraine Conflict Impact of the United Auto Workers Union Strike On September 15, 2023, the United Auto Workers Union went on strike. This strike could cause a disruption to the Company’s supply chain, specifically General Motors’ ability to supply batteries and drive train components used in the Stag UTV. Shortages of these components could have an impact on our ability to produce vehicles to meet our customers’ demands. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Unaudited Financial Information The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 7, 2023. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted from this report on Form 10-Q pursuant to the rules and regulations of the SEC. Results for the interim periods in this report are not necessarily indicative of future financial results and have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly our interim consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022. These adjustments are of a normal recurring nature and consistent with the adjustments recorded to prepare the annual audited consolidated financial statements as of December 31, 2022. Basis of Presentation As discussed in Note 14, the Company completed a reverse 1 for 5 stock split The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities as of the dates of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include short-term investments with original maturities of 90 days or less at the date of purchase. The recorded value of our cash and cash equivalents approximates their fair value. There were no Revenue Recognition For sales of the Grunt motorcycle directly to consumers, revenue was recognized when the Company transferred control of the product to the consumer and the 14-day acceptance period had expired, or earlier acceptance had been received from the consumer. Sales directly to consumers were completed as of June 1, 2022. Beginning in February 2023 the Company began selling the Brat E-Bike and Volcon Youth motorcycles directly to consumers in addition to dealers, revenue for direct to consumer sales is recognized when transfer of control of the product is made to the consumer. For sales to dealers or distributors revenue is recognized when transfer of control of the product is made as there is no acceptance period or right of return. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring control of vehicles, parts, and accessories. Consideration that is received in advance of the transfer of goods is recorded as customer deposits until delivery has occurred or the customer cancels their order, and the consideration is returned to the customer. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s sales do not presently have a financing component. Sales promotions and incentives. Shipping and handling charges and costs. Product Warranties The Company provides a one-year warranty on vehicles, and a two-year warranty on the battery pack. The Company accrues warranty reserves at the time revenue is recognized. Warranty reserves include the Company’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the evaluation of historical data. The Company reviews its reserves quarterly to ensure that the accruals are adequate to meet expected future warranty obligations and will adjust estimates as needed. Factors that could have an impact on the warranty reserve include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, product recalls and changes in sales volume. Warranty expense is recorded as a component of cost of goods sold in the statement of operations and is recognized as a current liability. Inventory and Inventory Deposits Inventories and prepaid inventory deposits are stated at the lower of cost (first-in, first-out method) or net realizable value. Certain vendors require the Company to pay an upfront deposit before they will manufacture and ship the Company’s parts or accessories. These payments are classified as prepaid inventory deposits on the balance sheet until title and risk of loss transfers to the Company, at which time they are classified as inventory. Raw materials inventory costs include the cost of parts, including duties, tariffs, and shipping. Work-in-process and finished goods include the cost of parts, labor and manufacturing overhead costs associated with the assembly of the vehicle. Finished goods also include accessories for the vehicle and branded merchandise such as hats and shirts. Through August 2022 the Company assembled the Grunt motorcycle in a leased facility. The Company ceased assembly operations at the end of August and outsourced the assembly of the Grunt to a third-part y. In May 2023, Property and Equipment Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3-7 years Vehicles 5 years Internal use manufactured vehicles 1 year Furniture & Fixtures 5 years Computers 3 years Leasehold improvements are depreciated over the shorter period of their estimated useful life or term of the lease. Intangible Assets Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying cost value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to the carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Leases Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expenses for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component. ASC 842 defines initial direct costs as only the incremental costs of signing a lease. Initial direct costs related to leasing that are not incremental are expensed as general and administrative expenses in our statements of operations. The Company’s operating lease agreements primarily consist of leased real estate and are included within ROU assets – operating leases and ROU lease liabilities – operating leases on the balance sheets. The Company’s lease agreements may include options to extend the lease, which are not included in minimum lease payments unless they are reasonably certain to be exercised at lease commencement. The Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Research and Development Expenses The Company records research and development expenses in the period in which they are incurred as a component of product development expenses. Income Taxes Deferred taxes are determined utilizing the “asset and liability” method, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to an asset or liability based on the expected reversal dates of the specific temporary differences. Fair Value of Financial Instruments Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: · Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. · Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 — Inputs that are unobservable for the asset or liability. The following section describes the valuation methodologies that the Company used to measure different financial instruments at fair value. Debt The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of September 30, 2023 and December 31, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, and term of the debt. The level of the debt would be considered as Level 2. The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as a liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement - Financial instruments classified as liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income. The Monte Carlo simulation is used to determine the fair value of derivatives for instruments with embedded conversion features and for free standing warrants as discussed further in Note 7. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts receivable, inventory, other assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of those items. Warrant Liabilities and Convertible Liabilities The fair value of the derivative liabilities is classified as Level 3 within the Company’s fair value hierarchy. Please refer to Note 7, Derivative Instruments, for further discussion of the measurement of fair value of the derivatives and their underlying assumptions. Stock-Based Compensation The Company has a stock-based incentive award plan for employees, consultants and directors. The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized. Concentration Risk The Company outsources certain portions of product design and development for its vehicles to third-parties. In addition, the Company has outsourced the manufacturing of all of its vehicles to third-party manufacturers, including one manufacturer for three of its vehicles and this third-party is also performing product design and development services on these vehicles. One supplier provides the battery and drivetrain components for the Company’s utility terrain vehicle, the Stag. The components are critical to the operation of the Stag. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated financial statements from the adoption of ASU 2016-13. From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of the following: Schedule of inventory September 30, 2023 December 31, 2022 Raw materials $ 3,561,150 $ 3,060,160 Work-in-process – 439,839 Finished goods 3,490,387 2,145,884 Total inventory $ 7,051,537 $ 5,645,883 The Company has purchase commitments for future payments due for inven tory where initial deposits were paid as of September 30, 2023. The total additional payments due subsequent to September 30, 2023 are $ 252,548 84,000 branded Torrot youth motorcycles in the amount of $ 1,622,262 |
LONG _ LIVED ASSETS
LONG – LIVED ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
LONG – LIVED ASSETS | NOTE 4 – LONG – LIVED ASSETS Property and Equipment Property and equipment consist of the following: Schedule of property and equipment September 30, 2023 December 31, 2022 Machinery, tooling and equipment $ 1,011,351 $ 352,137 Vehicles 213,528 156,648 Internal use manufactured vehicles 274,385 274,385 Fixtures & furniture 90,768 50,768 Leasehold improvements 44,663 44,663 Computers 234,898 228,671 1,869,593 1,107,272 Less: Accumulated depreciation (605,427 ) (505,506 ) Total property and equipment $ 1,264,166 $ 601,766 Depreciation expense for the three and nine months ended September 30, 2023 w as $ 65,725 $ 169,443 265,907 569,757 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE In December 2020, the Company entered into a financing arrangement for $ 75,702 8.64 1,211 72 30,942 7.64 753 48 In March 2023, the Company entered into two financing arrangements to purchase two vehicles. The total principal of these arrangements is $ 96,024 11.44 8.63 1,923 The following table provides the maturities of notes payable as of September 30, 2023: Schedule of maturities for notes payable Remainder of 2023 $ 5,768 2024 23,073 2025 23,073 2026 23,073 2027 23,073 2028 12,927 2029 1,816 Total future payments 112,803 Less: Interest (24,794 ) Total notes payable 88,009 Less current portion (14,910 ) Long-term notes payable $ 73,099 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 6 - CONVERTIBLE NOTES On August 24, 2022, the Company issued senior convertible notes with an aggregate principal amount of $ 27,173,913 11.25 2,415,459 8.0 10 1,811,595 14.25 22,300,321 Company allocated the net proceeds received from the issuance of the Convertible Notes and Note Warrants based on the relative fair values of each resulting in net proceeds of $ 15,122,345 6,561,247 39.6 3,316,409 616,730 to the placement agent of the Convertible Notes as further described in Note 9. These debt issuance costs were amortized as additional interest expense through May 24, 2023. Total interest expense for the Convertible Notes for the three and nine months ended September 30, 2023 0 2,913,632 On May 24, 2023, the Company issued additional senior convertible notes (“New Notes'') with an aggregate principal amount of $ 4,934,783 12.70 3.75 1,315,942 3.75 3.75 3.75 0.22 3.75 8.8 10 The holders of the New Notes also received fully vested warrants (the “New Warrants”) to purchase 1,086,957 5.45 Concurrent with the issuance of the New Notes, the Company exchanged the Convertible Notes into two new notes, Series A Notes and Series B Notes both due February 24, 2024 (collectively the “Exchange Notes” and collectively with the New Notes the “May 2023 Notes”). The aggregate principal amount of Series A Notes is $ 3,690,422 3.75 984,113 23,483,491 5.45 4,308,898 3.75 6,262,265 3.75 In September 2023, the holders of the May 2023 Notes agreed to modify the due date of these notes to January 31, 2025. In October 2023, the conversion price of the Notes and exercise price of the Warrants were reduced to $ 1.369 The Company completed a public offering and sold 280,000 2.50 2.75 11,675,892 2.75 Events of default for the May 2023 Notes are defined in the note agreements and include the following: · Failure of the Company to file a registration statement, and have declared effective to register the shares of the Company’s common stock within a specified period (the Company has met this requirement as of September 28, 2023) · Suspension of trading, or failure to be listed, of the Company’s common stock on an eligible market, as defined, for a period of two consecutive trading days or an aggregate of ten trading days in a 365 day period · Failure to deliver shares of the Company’s common stock within five days following a conversion notification · Failure to reserve shares of the Company’s common stock for the conversion of the May 2023 Notes and May 2023 Warrants · Any acceleration prior to maturity of any indebtedness of the Company, declaration of bankruptcy, or court ordered bankruptcy · Final judgment or judgments for payment aggregating in excess of $250,000 are rendered against the Company not covered by insurance or indemnity and are not discharged or stayed pending appeal within 60 days of judgment · Breach of any representation, warranty or covenant by the Company to the transaction documents of the May 2023 Notes and Exchange Warrants · Any material damage to, or loss, theft or destruction of a material amount of the property of the Company · Failure to remove any restrictive legends on any shares of the Company’s common stock issued to the holders of the May 2023 Notes · Electronic transfer of shares of the Company’s common stock is not available As of September 30, 2023, the Company is in compliance with all covenants. The May 2023 Notes originally required the Company to have unrestricted and unencumbered cash on deposit of $10 million if the outstanding principal (and interest, if any) of the May 2023 Notes is $15 million or greater as of December 31, 2023. The cash on deposit requirement is reduced dollar for dollar to the extent that the outstanding principal (and interest, if any) of the May 2023 Notes is less than $15 million on December 31, 2023. 5 The Company also exchanged the 1,811,595 14.25 3,411,596 5.45 3.75 August 24, 2027 The conversion prices of the Exchange Notes, and the exercise prices of the New 3.75 3.75 0.22 280,000 2.50 2.50 307,001 1.75 307,001 2.50 August 24, 2027 216,855 As discussed in Note 14, the Company completed a 1 for 5 reverse stock split 1.369 1.369 Holders of the May 2023 Notes, the May 2023 Warrants and Reload Warrants (collectively the “Holders”) do not have voting rights to the extent they have not converted their notes or exercised their warrants. The May 2023 Warrants and Reload Warrants contain certain conversion limitations, providing that a holder thereof may not exercise such warrants to the extent that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such exercise. The May 2023 Warrants and Reload Warrants provide the holders the right to exercise these warrants on a non-cash basis if the Company does not have an effective registration statement for the underlying shares of common stock. Debt 22,296,988 1,330,296 14.9 Schedule of summary of convertible notes Fair Value Principal Amount New Notes $ 4,410,058 $ 4,934,783 Series A Exchange Notes 3,298,012 3,690,422 Series B Exchange Notes 20,986,449 23,483,891 Total May 2023 Notes $ 28,694,519 $ 32,109,096 The Company recognized interest expense of $ 958,640 1,364,993 The Company estimated the fair value of the conversion features of the New Notes, Exchange Notes, New Warrants and Exchange Warrants as of May 24, 2023 as discussed in Note 7 below. The Company incurred debt issuance costs of $ 586,968 172,194 237,416 As of September 30, 2023, there were no conversions of the May 2023 Notes. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS As discussed in Note 6, the Company recognized a loss on the extinguishment of the Convertible Notes based on the fair values of the New Notes including the conversion feature, New Warrants, Exchange Notes and conversion feature and Exchange Warrants. The Company determined that there was a derivative liability associated with the conversion features in the New Notes and Exchange Notes due to the variable conversion price subject to stockholder approval in the conversion feature. Therefore, the Company has separated conversion features from the New Notes and Exchange Notes and has recorded them at fair value and will continue to adjust them to fair value until the conversion price is fixed. The Company has also determined that the New Warrants and Exchange Warrants are derivative liabilities due to the potential adjustment in the exercise prices. The Company has accounted for the New Warrants and Exchange Warrants as liabilities at fair value and will continue to adjust them to fair value until the exercise prices are fixed. The fair value of the conversion features and warrant liabilities were calculated using a Monte Carlo simulation and the following assumptions and methodologies: Schedule of assumptions May 24, 2023 August 3, 2023 Conversion Feature Liabilities Company stock price on valuation date $ 0.70 $ 0.551 Volatility (closing prices of guideline comparable public companies) 86.3% 84.1% Conversion price per share $ 0.75 $ 0.75 Note term (years) 0.76 0.56 Risk free interest rate 5.1% 5.4% Warrant Liabilities Company stock price on valuation date $ 0.70 $ 0.551 Volatility (closing prices of guideline comparable public companies) 119.2% 115.0% Conversion price per share $ 0.75 $ 0.75 Warrant term (years) 4.25 4.06 Risk free interest rate 3.8% 4.3% In addition to the above factors, the Company also used a probability assessment for the initial and June 30, 2023 valuation to evaluate whether stockholder approval would be received to lower the conversion and exercise prices. The Company utilized a 50/50 assessment that stockholders would or would not approve the lower conversion and exercise price. Management notes that at the time of the assessment, the stockholder vote had not yet started therefore there was no data to determine whether one scenario was more likely than another. Since the stockholders approve the lower conversion and exercise price on August 3, 2023, no probability assessment was used. Based on the above factors, the estimated fair value of the Company’s financial derivative liabilities carried at fair value at May 24, 2023 and August 2, 2023 as follows: Schedule of fair value of derivative liabilities May 24, 2023 August 3, 2023 Conversion Feature - New Notes $ 663,096 $ 557,168 Conversion Feature - Series A Exchange Notes 970,805 416,672 Conversion Feature - Series B Exchange Notes 4,324,792 2,651,436 New Warrants 3,123,682 2,445,244 Exchange Warrants 9,287,474 7,191,535 Total $ 18,369,849 $ 13,262,055 On August 3, 2023, shareholders approved the adjustment of the conversion price of the New Notes and Exchange Notes and the exercise price of the New Warrants and Exchange Warrants. The conversion and exercise prices can adjust to a floor of $0.22 per share based on certain events defined in the agreements related to these instruments. The Company has concluded that as of August 3, 2023, the conversion feature of the May 2023 Notes and the May 2023 Warrants are no longer derivative liabilities. The Company recognized a (loss) gain of $( 690,290 2,333,417 The Company has calculated the fair value of May 2023 Warrants at August 3, 2023, and recognized a 5,296 2,774,377 5,107,794 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS During 2022, the Company issued purchase orders and made prepayments for prototype parts o f $ 21,860 September 30, 2023 In November 2020, the Company entered into an operating lease with an entity controlled by the Company’s two founders for its future headquarters and production facility in Liberty Hill, Texas. The lease had a lease term of 5 years, and monthly payments ranging from approximately $15,000 per month to $17,000 per month over the lease term and gave the Company access to the land for use in testing its vehicles prior to the construction of any facilities. In February 2021, the Company entered into an amendment of the lease related to its future headquarters to expand the leased premises. The Company paid an additional security deposit of $139,230 and additional prepaid rent of $315,588. The total minimum lease payments under the amended lease totaled approximately $3,930,170. In October 2021, the Company began discussions for an additional amendment to the lease, in anticipation of manufacturing the Stag at this location, which would have resulted in the monthly payment increasing to $100,000 for the first year of the lease and increasing annually throughout the term of the lease to $107,000 in the final year. Monthly payments for the initial lease and the amended agreement would have begun at the time a certificate of occupancy was received by the landlord. The Company evaluated the cost of this facility in relation to other lower cost options, including having a third-party manufacturer the Stag, and determined that it would be in the best interest of the Company to terminate this lease. On April 27, 2022, the Company informed the landlord that it would be terminating the lease. On May 27, 2022, the landlord notified the Company that the landlord would refund $85,756 of the prepaid rent and security deposit balance of $601,818 paid by the Company. The unrefunded portion of the prepaid rent and security deposit related to some survey, architecture and construction design costs that were incurred by the landlord prior to the Company terminating the lease. In September and October 2023, the landlord notified the Company that there were additional costs that exceeded the amount of the refund and the landlord released the Company from paying any amounts in excess of the original expected refund. The landlord also released the Company from any remaining obligations under the lease and amendments. The Company has recognized a loss on the termination of this lease of $ 247,525 85,756 Total amortization expense for the right-of-use asset recorded for the initial lease for the nine months ended September 30, 2022 was $ 61,709 . There was no In June 2021, the Company entered into an agreement with a company controlled by the Company’s Chairman and co-founder to lease office space for $2,000 per month for a period of one year. In May 2022, the Company informed the landlord that it would terminate this lease, and the landlord confirmed that the lease terminated effective September 1, 2022. Total expense recorded for this lease for the three and nine months ended September 30, 2022 was $4,000 and $16,000, respectively. On August 28, 2020, the Company entered into three-year consulting agreements with Pink Possum, and Highbridge Consultants, LLC (“Highbridge”), an entity controlled by Mr. Adrian James, a co-founder of the Company, pursuant to which Messrs. Okonsky and James provide the Company with services. In consideration for entering into the consulting agreements, the Company issued the two entities ten-year warrants to purchase the Company’s common stock at an exercise price of $0.004 per share. The number of shares of common stock issuable pursuant to the warrants was based on the number of shares of the Company’s common stock outstanding at the time of exercise and provided that Pink Possum and Highbridge would receive 18.75% and 25%, respectively, of the Company’s shares of common stock outstanding at the time of exercise on a fully diluted basis. On March 26, 2021 and March 25, 2021, respectively, Pink Possum and Highbridge entered into amendments to the consulting agreements agreeing to exchange the original warrants for new ten-year warrants to purchase 950,000 1,250,000 4.90 1,101,515 In addition, pursuant to the consulting agreements, upon the occurrence of a Fundamental Transaction (as defined below) for an aggregate gross sales price of $100.0 million or more, each entity will receive a cash payment equal to 1% of such gross sales price. For the purposes of the consulting agreements, “Fundamental Transaction” means any of the following: (i) a consolidation or merger involving the Company if the holders of the voting securities of the Company that are outstanding immediately prior to the consummation of such consolidation or merger do not, immediately after the consummation of such consolidation or merger, hold voting securities that collectively possess at least a majority of the voting power of all the outstanding securities of the surviving entity of such consolidation or merger or such surviving entity’s parent entity; (ii) a transfer or issuance (in a single transaction or series of related transactions) by one or more of the Company and its stockholders to one person or to any group of persons acting in concert, of shares of the Company’s capital stock then collectively possessing 50% or more of the voting power of all then outstanding shares of the Company’s capital stock (computed on an as-converted to common stock basis); or (iii) any sale, license, lease, assignment or other disposition of all or substantially all of the assets of the Company. Furthermore, commencing upon the completion of the Company’s initial public offering of the shares of our common stock, if the Company’s market capitalization exceeds $300.0 million for a period of 21 consecutive trading days, each of the entities will receive an additional cash payment equal to $15.0 million; provided that the Company will have the right, in its sole discretion, to make the foregoing $15.0 million payment by the issuance of shares of the Company’s common stock. The foregoing amounts will be payable to the entities if the above milestones occur any time prior to the ten-year anniversary of the original consulting agreements, or August 28, 2030. In December 2022, the Company entered into an employment agreement with Mr. Okonsky whereby Mr. Okonsky became an employee on January 2, 2023 and the consulting agreement with Pink Possum was terminated. However, the warrants to Pink Possum, and the provisions for a Fundamental Transaction and the market capitalization thresholds and related payments owed to Pink Possum if these were to occur remain in effect subsequent to the employment agreement. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY On June 14, 2023, the Company’s stockholders approved an increase in the Company’s authorized shares of common stock from 100,000,000 to 250,000,000 0.00001 5,000,000 0.00001 Common Stock On February 1, 2022, the Company sold 1,333,334 15.00 18,089,184 1,910,816 66,667 18.75 5.5 On May 24, 2023, the Company sold 1,200,000 3.75 3,998,700 501,300 On September 18, 2023, the Company sold 280,000 2.50 571,400 128,600 56,000 3.13 5.5 As discussed in Note 6 above, on May 24, 2023, the Company issued the May 2023 Notes and May 2023 Warrants, along with the warrants to the placement agent in August 2022 with the issuance of the Convertible Notes. The Company received consent from the underwriter to issue such securities. In addition, the Company was required to reserve 21,623,189 120,773 Warrants As discussed in Note 6, the Company issued the Note Warrants, which were fully vested, to purchase 1,811,595 14.25 120,773 17.8125 February 24, 2028 The Company valued all of these warrants using the closing price of the Company’s common stock on August 24, 2022 of $12.20, volatility of 79.81% based on peer companies, risk free interest rate of 3.03%, no dividends and an estimated life of 2.5 years. In May 2023, all of the Note Warrants to purchase 1,811,595 3,411,595 5.45 3.75 1,086,957 5.45 3.75 As noted above, 307,001 1.75 307,001 2.50 August 24, 2027 During the three and nine months ended September 30, 2023, the Company recognized no 0 7,302 The following is the activity related to common stock warrants during the nine months ended September 30, 2023: Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2023 3,017,126 $ 11.67 Granted 4,861,555 $ 2.35 Canceled – $ – Exchanged (1,811,595 ) $ 14.25 Expired – $ – Exercised (307,001 ) $ 1.75 Outstanding at September 30, 2023 5,760,085 $ 3.61 4.52 $ 146,442 Exercisable at September 30, 2023 5,760,085 $ 3.61 4.52 $ 146,442 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10 – STOCK-BASED COMPENSATION In January 2021, the Company’s board of directors adopted the Volcon, Inc. 2021 Stock Plan, (the “2021 Plan”). The 2021 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and restricted stock unit awards to employees, members of the board of directors and consultants (including restricted stock units issued prior to the adoption of the plan as further discussed below). The Company initially reserved a total of 600,000 800,000 251,351 . Awards vest according to each agreement and as long as the employee remains employed with the Company or the consultant continues to provide services in accordance with the terms of the agreement. Restricted Stock Units The following is the restricted stock unit activity for the nine months ended September 30, 2023 Schedule of restricted stock unit activity Outstanding January 1, 2023 15,000 Granted – Vested (1) (5,000 ) Canceled (5,000 ) Outstanding September 30, 2023 5,000 (1) 5,000 RSUs were subject to cancellation due to termination of employment. However, the Company entered into a modification to allow the employee to fully vest in these RSUs as part of a severance agreement. The Company recorded additional expense of $31,487 during the three months ended March 31, 2023 related to this modification. In January 2022, the Company modified the vesting terms of 20,000 RSUs that had vested as of December 31, 2021 to extend the vesting through May 15, 2022. The Company granted an additional 5,000 For the three and nine months ended September 30, 2023, the Company recognized expense for RSUs of $ (15,700) 61,623 35,325 and 1,232,135 , respectively. The Company expects to recognize additional compensation expenses of $ 3,925 Performance Shares On March 1, 2022, the Compensation Committee of the board of directors approved a grant of 8,925 82,050 576 In 2022 the compensation committee approved reserving 50,000 30,997 27,772 132 3,093 257,717 In addition, the compensation committee also approved reserving 50,000 Stock Options The following summarizes activity relating to common stock options to employees and consultants for services during the nine months ended September 30, 2023: Schedule of stock option activity Common Stock Options Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2023 657,782 $ 15.41 Granted 497,103 $ 3.81 Forfeited (149.885 ) $ 13.02 Exercised (5,000 ) $ 5.00 Outstanding at September 30, 2023 1,000,016 $ 10.06 8.98 $ – Exercisable at September 30, 2023 399,024 $ 12.93 8.37 $ – The Company valued the options using the closing stock price of the Company’s common stock on the date of grant, an estimated volatility between 78.7% - 81.5% based on peer companies, risk free interest rate between 3.54% - 3.95%, no dividends and an estimated life of 6 556,228 1,904,016 389,745 1,385,402 2,136,860 Total stock-based compensation recorded for the three and nine months ended September 30, 2023 and 2022 for all stock based compensation awards, including warrants, has been recorded as follows: Schedule of stock-based compensation expense Three Months September 30, 2023 Three Months September 30, 2022 Nine Months September 30, 2023 Nine Months September 30, 2022 Cost of Goods Sold $ 131,525 $ 113,794 $ 487,605 $ 391,674 Sales and Marketing 134,073 106,478 678,945 568,333 Product Development 80,759 82,560 389,729 661,754 General and Administrative 194,171 122,238 667,077 1,003,088 Total $ 540,528 $ 425,070 $ 2,223,356 $ 2,624,849 |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | NOTE 11 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company’s net loss available to common stockholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. Diluted net loss per common share is equal to basic net loss per share due to the Company’s net loss and any potentially issuable shares are anti-dilutive. Schedule of earnings per share Three months Ended Three months Ended Nine months Ended Nine months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Numerator: Net loss $ (11,327,896 ) $ (7,899,184 ) $ (41,655,559 ) $ (26,437,991 ) Denominator: Denominator for basic and diluted net loss per common share - weighted average of common shares 6,162,589 4,869,044 5,502,512 4,690,805 Basic and diluted net loss per common share $ (1.84 ) $ (1.62 ) $ (7.57 ) $ (5.64 ) Common shares consisting of shares potentially dilutive as of September 30, 2023 and 2022 are as follows: Schedule of anti-dilutive shares September 30, 2023 September 30, 2022 Convertible Notes 11,675,892 2,415,459 Warrants 5,760,085 3,017,124 Stock options 1,000,016 681,567 Restricted stock units 5,000 30,000 Total 18,440,993 6,144,150 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES Deferred taxes are determined by applying the provisions of enacted tax laws and rates for the jurisdictions in which the Company operates to the estimated future tax effects of the differences between the tax basis of assets and liabilities and their reported amounts in the Company's financial statements. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Due to losses since inception and for all periods presented, no income tax benefit or expense has been recognized as a full valuation allowance has been established for any tax benefit that would have been recognized for the loss in any period presented. Significant components of the Company's deferred tax assets and liabilities at September 30, 2023 and December 31, 2022 are as follows: Schedule of deferred tax assets and liabilities September 30, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 12,016,943 $ 9,106,430 Depreciation and intangible assets 1,770,632 1,502,868 Debt basis difference 5,029,077 – Research & development credit 1,457,768 1,308,956 Lease liability 266,483 322,167 Inventory 1,249,375 1,290,968 Stock-based compensation 3,259,583 3,103,037 Accrued expenses 154,650 233,284 Capital loss carryover 276,522 261,922 Other 222,062 177,074 Total 25,703,095 17,306,705 Valuation allowance (25,244,039 ) (16,661,612 ) Net deferred tax asset 459,056 645,093 Deferred tax liabilities Prepaid expenses (200,526 ) (328,836 ) Right-of-use assets (258,530 ) (316,257 ) Total net deferred taxes deferred tax liabilities $ – $ – Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding the loss carry forwards and other temporary differences will not be realized in the foreseeable future. The Company believes that carryforward limitations will be applied to the historical net operating losses due to the change of control that occurred upon the completion of the Company’s initial public offering. The Company's cumulative net operating loss carry forward of approximately $ 57.2 The Company has recorded no liability for income taxes associated with unrecognized tax benefits at the date of adoption and has not recorded any liability associated with unrecognized tax benefits. Accordingly, the Company has not recorded any interest or penalty in regard to any unrecognized benefit. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 13 – LEASES The components of lease cost for operating leases for the three and nine months ended September 30, 2023 and 2022 is as follows: Schedule of lease cost for operating leases Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Lease Cost Operating lease cost $ 117,249 $ 107,534 $ 351,748 $ 406,786 Short-term lease cost 30,751 75,015 120,271 208,009 Variable lease cost – – – – Sublease income – – – – Total lease cost $ 148,000 $ 182,549 $ 472,019 $ 614,795 Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022, is as follows: Schedule of supplemental cash flow information related to leases 2023 2022 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 265,161 $ 269,836 Amortization of right-of-use assets $ 274,895 $ 342,112 The following table summarizes the lease-related assets and liabilities recorded on the balance sheet at September 30, 2023 and December 31, 2022: Schedule of lease- related assets and liabilities September 30, 2023 December 31, 2022 Lease Position Operating Leases: Operating lease right-of-use assets $ 1,231,092 $ 1,505,987 Right-of-use liabilities operating leases short-term 423,849 391,117 Right-of-use liabilities operating leases long-term 845,117 1,143,011 Total operating lease liabilities $ 1,268,966 $ 1,534,128 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. Schedule of lease payments Lease Term and Discount Rate September 30, 2023 Weighted-average remaining lease term (years): Operating leases 2.9 Weighted-average discount rate: Operating leases 6.05 The following table provides the maturities of lease liabilities at September 30, 2023: Schedule of maturities of lease liabilities Operating Leases Remainder of 2023 $ 116,557 2024 471,638 2025 485,702 2026 340,591 Total future undiscounted lease payments 1,414,488 Less: Interest (145,522 ) Present value of lease liabilities $ 1,268,966 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 14 - SUBSEQUENT EVENT Elimination of Chief Operating Officer Position On October 10, 2023, the Company eliminated the position of Chief Operating Officer, and terminated Stephanie Davis, the Company’s Chief Operating Officer, from that position. The responsibilities of the Chief Operating Officer will be assumed by other members of management. Warrants Granted to GLV Ventures On October 11, 2023, the Company entered into an amendment (the “Amendment”) to its Stag development and Stag supplier agreements with GLV Ventures (“GLV”). Pursuant to the Amendment, GLV agreed to provide the Company with extended payment terms and provide the Company with credit against new vehicles for the value of certain parts purchased by the Company. In consideration for entering into the Amendment No. 1, the Company agreed to issue GLV (or its designee) five-year warrants to purchase 400,000 shares of Company common stock with an exercise price of $2.10 per share, which was equal to the closing price of the Company's common stock on the date of the Amendment No. 1, 200,000 shares were fully vested upon issuance and the remaining warrants will vest 45 days from the issuance date. On October 13, 2023, the Company completed a reverse 1 for 5 stock split effective at 4:01pm U.S. Eastern Standard Time. Any fractional shares as a result of the reverse stock split were rounded up to one full share of common stock. As discussed in Note 6, the conversion price of New Notes and Exchange Notes and exercise price of the New Warrants and Exchange Warrants were subject to adjustment to the lowest day’s VWAP in the five days following the reverse split, which was $1.369 per share. Total shares issuable for the New Notes and Exchange Notes based on this adjusted price would be 23,454,124. Warrant Inducement On October 13, 2023, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the three holders (each, a “Holder”) of the May 2023 Warrants. The Company reduced the exercise price of up to 973,000 to the lesser of (i) $1.75 (after giving effect to the 1:5 reverse stock split that went into effect on October 13, 2023) and (ii) the exercise price in effect at the time of exercise of the Existing Warrants if further adjusted in accordance with the terms of the May 2023 Warrants ($1.369 per share after adjustment for the lowest day’s VWAP for the five days following the reverse stock split). The reduction of the exercise price of such Existing Warrants will remain in effect until October 27, 2023 (the “Inducement Period”). Any Warrants not exercised prior to the end of the Inducement Period be $1.369 (after given effect to the 1:5 reverse stock split and lowest day’s VWAP for the five days following the reverse stock split) as adjusted pursuant to other events that would result in a change in the exercise price under the original terms of the Existing Warrants. In addition, pursuant to the Inducement Letter, the Holders who exercise such Existing Warrants for cash on or prior to October 27, 2023 would receive a new warrant (“Reload Warrant”) to purchase a number of shares of common stock equal to the number of shares of common stock exercised under the Existing Warrants. The exercise price of the Reload Warrants was determined based on the terms of the Existing Warrants, which was $1.369 per share. On October 20, 2023, the Holders exercised 105,000 warrants at $1.369 per share. On October 29, 2023, in an effort to raise cash, the Company entered into an inducement offer letter agreement (the “Inducement Reprice Letter”) with the Holders of the Company’s May 2023 Warrants. Pursuant to the Inducement Reprice Letter, in exchange for an aggregate cash payment of $346,500, the Company reduced the exercise price with respect to May 2023 Warrants exercisable into an aggregate of 350,000 shares of common stock from $1.369 per share to $0.01 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Interim Unaudited Financial Information | Interim Unaudited Financial Information The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 7, 2023. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted from this report on Form 10-Q pursuant to the rules and regulations of the SEC. Results for the interim periods in this report are not necessarily indicative of future financial results and have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly our interim consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022. These adjustments are of a normal recurring nature and consistent with the adjustments recorded to prepare the annual audited consolidated financial statements as of December 31, 2022. |
Basis of Presentation | Basis of Presentation As discussed in Note 14, the Company completed a reverse 1 for 5 stock split The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities as of the dates of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include short-term investments with original maturities of 90 days or less at the date of purchase. The recorded value of our cash and cash equivalents approximates their fair value. There were no |
Revenue Recognition | Revenue Recognition For sales of the Grunt motorcycle directly to consumers, revenue was recognized when the Company transferred control of the product to the consumer and the 14-day acceptance period had expired, or earlier acceptance had been received from the consumer. Sales directly to consumers were completed as of June 1, 2022. Beginning in February 2023 the Company began selling the Brat E-Bike and Volcon Youth motorcycles directly to consumers in addition to dealers, revenue for direct to consumer sales is recognized when transfer of control of the product is made to the consumer. For sales to dealers or distributors revenue is recognized when transfer of control of the product is made as there is no acceptance period or right of return. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring control of vehicles, parts, and accessories. Consideration that is received in advance of the transfer of goods is recorded as customer deposits until delivery has occurred or the customer cancels their order, and the consideration is returned to the customer. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s sales do not presently have a financing component. Sales promotions and incentives. Shipping and handling charges and costs. |
Product Warranties | Product Warranties The Company provides a one-year warranty on vehicles, and a two-year warranty on the battery pack. The Company accrues warranty reserves at the time revenue is recognized. Warranty reserves include the Company’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the evaluation of historical data. The Company reviews its reserves quarterly to ensure that the accruals are adequate to meet expected future warranty obligations and will adjust estimates as needed. Factors that could have an impact on the warranty reserve include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, product recalls and changes in sales volume. Warranty expense is recorded as a component of cost of goods sold in the statement of operations and is recognized as a current liability. |
Inventory and Inventory Deposits | Inventory and Inventory Deposits Inventories and prepaid inventory deposits are stated at the lower of cost (first-in, first-out method) or net realizable value. Certain vendors require the Company to pay an upfront deposit before they will manufacture and ship the Company’s parts or accessories. These payments are classified as prepaid inventory deposits on the balance sheet until title and risk of loss transfers to the Company, at which time they are classified as inventory. Raw materials inventory costs include the cost of parts, including duties, tariffs, and shipping. Work-in-process and finished goods include the cost of parts, labor and manufacturing overhead costs associated with the assembly of the vehicle. Finished goods also include accessories for the vehicle and branded merchandise such as hats and shirts. Through August 2022 the Company assembled the Grunt motorcycle in a leased facility. The Company ceased assembly operations at the end of August and outsourced the assembly of the Grunt to a third-part y. In May 2023, |
Property and Equipment | Property and Equipment Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3-7 years Vehicles 5 years Internal use manufactured vehicles 1 year Furniture & Fixtures 5 years Computers 3 years Leasehold improvements are depreciated over the shorter period of their estimated useful life or term of the lease. |
Intangible Assets | Intangible Assets |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical carrying cost value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to the carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. |
Leases | Leases Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expenses for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component. ASC 842 defines initial direct costs as only the incremental costs of signing a lease. Initial direct costs related to leasing that are not incremental are expensed as general and administrative expenses in our statements of operations. The Company’s operating lease agreements primarily consist of leased real estate and are included within ROU assets – operating leases and ROU lease liabilities – operating leases on the balance sheets. The Company’s lease agreements may include options to extend the lease, which are not included in minimum lease payments unless they are reasonably certain to be exercised at lease commencement. The Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. |
Research and Development Expenses | Research and Development Expenses The Company records research and development expenses in the period in which they are incurred as a component of product development expenses. |
Income Taxes | Income Taxes Deferred taxes are determined utilizing the “asset and liability” method, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to an asset or liability based on the expected reversal dates of the specific temporary differences. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: · Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. · Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 — Inputs that are unobservable for the asset or liability. The following section describes the valuation methodologies that the Company used to measure different financial instruments at fair value. Debt The fair value of the Company’s debt approximated the carrying value of the Company’s debt as of September 30, 2023 and December 31, 2022. Factors that the Company considered when estimating the fair value of its debt included market conditions, and term of the debt. The level of the debt would be considered as Level 2. The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as a liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement - Financial instruments classified as liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income. The Monte Carlo simulation is used to determine the fair value of derivatives for instruments with embedded conversion features and for free standing warrants as discussed further in Note 7. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts receivable, inventory, other assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of those items. Warrant Liabilities and Convertible Liabilities The fair value of the derivative liabilities is classified as Level 3 within the Company’s fair value hierarchy. Please refer to Note 7, Derivative Instruments, for further discussion of the measurement of fair value of the derivatives and their underlying assumptions. |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock-based incentive award plan for employees, consultants and directors. The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized. |
Concentration Risk | Concentration Risk The Company outsources certain portions of product design and development for its vehicles to third-parties. In addition, the Company has outsourced the manufacturing of all of its vehicles to third-party manufacturers, including one manufacturer for three of its vehicles and this third-party is also performing product design and development services on these vehicles. One supplier provides the battery and drivetrain components for the Company’s utility terrain vehicle, the Stag. The components are critical to the operation of the Stag. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective January 1, 2023. The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated financial statements from the adoption of ASU 2016-13. From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives for property, plant and equipment | Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3-7 years Vehicles 5 years Internal use manufactured vehicles 1 year Furniture & Fixtures 5 years Computers 3 years |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory September 30, 2023 December 31, 2022 Raw materials $ 3,561,150 $ 3,060,160 Work-in-process – 439,839 Finished goods 3,490,387 2,145,884 Total inventory $ 7,051,537 $ 5,645,883 |
LONG _ LIVED ASSETS (Tables)
LONG – LIVED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, 2023 December 31, 2022 Machinery, tooling and equipment $ 1,011,351 $ 352,137 Vehicles 213,528 156,648 Internal use manufactured vehicles 274,385 274,385 Fixtures & furniture 90,768 50,768 Leasehold improvements 44,663 44,663 Computers 234,898 228,671 1,869,593 1,107,272 Less: Accumulated depreciation (605,427 ) (505,506 ) Total property and equipment $ 1,264,166 $ 601,766 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of maturities for notes payable | Schedule of maturities for notes payable Remainder of 2023 $ 5,768 2024 23,073 2025 23,073 2026 23,073 2027 23,073 2028 12,927 2029 1,816 Total future payments 112,803 Less: Interest (24,794 ) Total notes payable 88,009 Less current portion (14,910 ) Long-term notes payable $ 73,099 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes | |
Schedule of summary of convertible notes | Schedule of summary of convertible notes Fair Value Principal Amount New Notes $ 4,410,058 $ 4,934,783 Series A Exchange Notes 3,298,012 3,690,422 Series B Exchange Notes 20,986,449 23,483,891 Total May 2023 Notes $ 28,694,519 $ 32,109,096 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions | Schedule of assumptions May 24, 2023 August 3, 2023 Conversion Feature Liabilities Company stock price on valuation date $ 0.70 $ 0.551 Volatility (closing prices of guideline comparable public companies) 86.3% 84.1% Conversion price per share $ 0.75 $ 0.75 Note term (years) 0.76 0.56 Risk free interest rate 5.1% 5.4% Warrant Liabilities Company stock price on valuation date $ 0.70 $ 0.551 Volatility (closing prices of guideline comparable public companies) 119.2% 115.0% Conversion price per share $ 0.75 $ 0.75 Warrant term (years) 4.25 4.06 Risk free interest rate 3.8% 4.3% |
Schedule of fair value of derivative liabilities | Schedule of fair value of derivative liabilities May 24, 2023 August 3, 2023 Conversion Feature - New Notes $ 663,096 $ 557,168 Conversion Feature - Series A Exchange Notes 970,805 416,672 Conversion Feature - Series B Exchange Notes 4,324,792 2,651,436 New Warrants 3,123,682 2,445,244 Exchange Warrants 9,287,474 7,191,535 Total $ 18,369,849 $ 13,262,055 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2023 3,017,126 $ 11.67 Granted 4,861,555 $ 2.35 Canceled – $ – Exchanged (1,811,595 ) $ 14.25 Expired – $ – Exercised (307,001 ) $ 1.75 Outstanding at September 30, 2023 5,760,085 $ 3.61 4.52 $ 146,442 Exercisable at September 30, 2023 5,760,085 $ 3.61 4.52 $ 146,442 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of restricted stock unit activity | Schedule of restricted stock unit activity Outstanding January 1, 2023 15,000 Granted – Vested (1) (5,000 ) Canceled (5,000 ) Outstanding September 30, 2023 5,000 (1) 5,000 RSUs were subject to cancellation due to termination of employment. However, the Company entered into a modification to allow the employee to fully vest in these RSUs as part of a severance agreement. The Company recorded additional expense of $31,487 during the three months ended March 31, 2023 related to this modification. |
Schedule of stock option activity | Schedule of stock option activity Common Stock Options Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2023 657,782 $ 15.41 Granted 497,103 $ 3.81 Forfeited (149.885 ) $ 13.02 Exercised (5,000 ) $ 5.00 Outstanding at September 30, 2023 1,000,016 $ 10.06 8.98 $ – Exercisable at September 30, 2023 399,024 $ 12.93 8.37 $ – |
Schedule of stock-based compensation expense | Schedule of stock-based compensation expense Three Months September 30, 2023 Three Months September 30, 2022 Nine Months September 30, 2023 Nine Months September 30, 2022 Cost of Goods Sold $ 131,525 $ 113,794 $ 487,605 $ 391,674 Sales and Marketing 134,073 106,478 678,945 568,333 Product Development 80,759 82,560 389,729 661,754 General and Administrative 194,171 122,238 667,077 1,003,088 Total $ 540,528 $ 425,070 $ 2,223,356 $ 2,624,849 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Three months Ended Three months Ended Nine months Ended Nine months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Numerator: Net loss $ (11,327,896 ) $ (7,899,184 ) $ (41,655,559 ) $ (26,437,991 ) Denominator: Denominator for basic and diluted net loss per common share - weighted average of common shares 6,162,589 4,869,044 5,502,512 4,690,805 Basic and diluted net loss per common share $ (1.84 ) $ (1.62 ) $ (7.57 ) $ (5.64 ) |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares September 30, 2023 September 30, 2022 Convertible Notes 11,675,892 2,415,459 Warrants 5,760,085 3,017,124 Stock options 1,000,016 681,567 Restricted stock units 5,000 30,000 Total 18,440,993 6,144,150 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities September 30, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 12,016,943 $ 9,106,430 Depreciation and intangible assets 1,770,632 1,502,868 Debt basis difference 5,029,077 – Research & development credit 1,457,768 1,308,956 Lease liability 266,483 322,167 Inventory 1,249,375 1,290,968 Stock-based compensation 3,259,583 3,103,037 Accrued expenses 154,650 233,284 Capital loss carryover 276,522 261,922 Other 222,062 177,074 Total 25,703,095 17,306,705 Valuation allowance (25,244,039 ) (16,661,612 ) Net deferred tax asset 459,056 645,093 Deferred tax liabilities Prepaid expenses (200,526 ) (328,836 ) Right-of-use assets (258,530 ) (316,257 ) Total net deferred taxes deferred tax liabilities $ – $ – |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease cost for operating leases | Schedule of lease cost for operating leases Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Lease Cost Operating lease cost $ 117,249 $ 107,534 $ 351,748 $ 406,786 Short-term lease cost 30,751 75,015 120,271 208,009 Variable lease cost – – – – Sublease income – – – – Total lease cost $ 148,000 $ 182,549 $ 472,019 $ 614,795 |
Schedule of supplemental cash flow information related to leases | Schedule of supplemental cash flow information related to leases 2023 2022 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 265,161 $ 269,836 Amortization of right-of-use assets $ 274,895 $ 342,112 |
Schedule of lease- related assets and liabilities | Schedule of lease- related assets and liabilities September 30, 2023 December 31, 2022 Lease Position Operating Leases: Operating lease right-of-use assets $ 1,231,092 $ 1,505,987 Right-of-use liabilities operating leases short-term 423,849 391,117 Right-of-use liabilities operating leases long-term 845,117 1,143,011 Total operating lease liabilities $ 1,268,966 $ 1,534,128 |
Schedule of lease payments | Schedule of lease payments Lease Term and Discount Rate September 30, 2023 Weighted-average remaining lease term (years): Operating leases 2.9 Weighted-average discount rate: Operating leases 6.05 |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities Operating Leases Remainder of 2023 $ 116,557 2024 471,638 2025 485,702 2026 340,591 Total future undiscounted lease payments 1,414,488 Less: Interest (145,522 ) Present value of lease liabilities $ 1,268,966 |
ORGANIZATION, NATURE OF OPERA_2
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 18, 2023 | Oct. 30, 2023 | May 31, 2023 | Aug. 31, 2022 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||||
Net proceeds from issuance of stock | $ 571,400 | $ 4,000,000 | |||
Number of shares issued | 280,000 | 1,200,000 | |||
Stock price per share | $ 2.50 | $ 3.75 | |||
Proceeds from warrant inducement transactions | $ 1,027,495 | ||||
Convertible Notes And Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 22,300,000 | ||||
Additional Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 3,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 3-7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Internal Use Manufactured Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 1 year |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 13, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Reverse stock split | reverse 1 for 5 stock split | 1 for 5 reverse stock split | |
Cash equivalents | $ 0 | $ 0 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,561,150 | $ 3,060,160 |
Work-in-process | 0 | 439,839 |
Finished goods | 3,490,387 | 2,145,884 |
Total inventory | $ 7,051,537 | $ 5,645,883 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | ||
Contractual obligation | $ 252,548 | |
Inventory wrote down | $ 84,000 | $ 1,622,262 |
LONG - LIVED ASSETS (Details -
LONG - LIVED ASSETS (Details - Property and Equipment) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 1,869,593 | $ 1,107,272 |
Less: Accumulated depreciation | (605,427) | (505,506) |
Total property and equipment | 1,264,166 | 601,766 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,011,351 | 352,137 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 213,528 | 156,648 |
Internal Use Manufactured Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 274,385 | 274,385 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 90,768 | 50,768 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 44,663 | 44,663 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 234,898 | $ 228,671 |
LONG _ LIVED ASSETS (Details Na
LONG – LIVED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 65,725 | $ 265,907 | $ 169,443 | $ 569,757 |
NOTES PAYABLE (Details - Debt m
NOTES PAYABLE (Details - Debt maturities) | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 5,768 |
2024 | 23,073 |
2025 | 23,073 |
2026 | 23,073 |
2027 | 23,073 |
2028 | 12,927 |
2029 | 1,816 |
Total future payments | 112,803 |
Less: Interest | (24,794) |
Total notes payable | 88,009 |
Less current portion | (14,910) |
Long-term notes payable | $ 73,099 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||
Mar. 31, 2023 | Apr. 30, 2021 | Dec. 31, 2020 | |
Financing Arrangement [Member] | Vehicles [Member] | |||
Debt Instrument [Line Items] | |||
Monthly payments | $ 1,923 | ||
Principal amount | $ 96,024 | ||
Financing Arrangement [Member] | Vehicles [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 11.44% | ||
Financing Arrangement [Member] | Vehicles [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.63% | ||
Vehicle Financing [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement | $ 75,702 | ||
Interest rate | 8.64% | ||
Monthly payments | $ 1,211 | ||
Debt payment term | 72 months | ||
Vehicle Financing 1 [Member] | |||
Debt Instrument [Line Items] | |||
Financing arrangement | $ 30,942 | ||
Interest rate | 7.64% | ||
Monthly payments | $ 753 | ||
Debt payment term | 48 months |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) | Sep. 30, 2023 USD ($) |
New Notes [Member] | |
Debt Instrument [Line Items] | |
Fair value | $ 4,410,058 |
Principal amount | 4,934,783 |
Series A Exchange Notes [Member] | |
Debt Instrument [Line Items] | |
Fair value | 3,298,012 |
Principal amount | 3,690,422 |
Series B Exchange Notes [Member] | |
Debt Instrument [Line Items] | |
Fair value | 20,986,449 |
Principal amount | 23,483,891 |
Total May 2023 Notes [Member] | |
Debt Instrument [Line Items] | |
Fair value | 28,694,519 |
Principal amount | $ 32,109,096 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 13, 2023 | May 24, 2023 | Aug. 31, 2022 | Aug. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 31, 2023 | Sep. 18, 2023 | May 31, 2023 | |
Debt Instrument [Line Items] | |||||||||||
Interest rate | 10% | 14.90% | 14.90% | ||||||||
Exercise price | $ 5.45 | $ 14.25 | $ 14.25 | ||||||||
Net proceeds from convertible notes | $ 0 | $ 15,122,345 | |||||||||
Cash on deposit | $ 5,000,000 | $ 5,000,000 | |||||||||
Number of warrants exchanged | 1,811,595 | 1,811,595 | |||||||||
Number of warrants issued | 3,411,596 | ||||||||||
Exercise price adjusted | $ 3.75 | ||||||||||
Warrants expire date | Aug. 24, 2027 | ||||||||||
Share price | $ 2.50 | $ 3.75 | |||||||||
Equity issuance costs | $ 629,900 | 1,910,816 | |||||||||
Reverse stock split | reverse 1 for 5 stock split | 1 for 5 reverse stock split | |||||||||
Loss on extinguishment | $ 0 | $ 0 | $ 22,296,988 | $ 0 | |||||||
Unamortized issuance costs | $ 1,330,296 | $ 1,330,296 | |||||||||
Warrant Inducement Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price | $ 1.75 | $ 1.75 | |||||||||
Number of warrants exchanged | 307,001 | 307,001 | |||||||||
IPO [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price | $ 2.50 | $ 2.50 | |||||||||
Sale of stock, shares | 280,000 | 280,000 | |||||||||
Sale of stock, price per share | $ 2.50 | 2.50 | $ 2.50 | ||||||||
Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price | $ 1.369 | ||||||||||
Note Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued shares | 1,811,595 | ||||||||||
Exercise price | $ 14.25 | ||||||||||
Debt issuance costs | $ 22,300,321 | ||||||||||
New Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued shares | 1,086,957 | ||||||||||
Exercise price | $ 5.45 | ||||||||||
New Warrants And Exchange Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price | 1.369 | $ 1.369 | |||||||||
Stock price | 3.75 | ||||||||||
Floor price | 0.22 | 0.22 | |||||||||
Share price | $ 3.75 | ||||||||||
Reload Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price | $ 2.50 | $ 2.50 | |||||||||
Number of warrants issued | 307,001 | 307,001 | |||||||||
Warrants expire date | Aug. 24, 2027 | ||||||||||
Equity issuance costs | $ 216,855 | ||||||||||
Senior Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 27,173,913 | ||||||||||
Conversion price | $ 11.25 | ||||||||||
Number of shares issued if converted | 2,415,459 | ||||||||||
Interest rate | 8% | ||||||||||
Convertible Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 39.60% | ||||||||||
Net proceeds from convertible notes | $ 15,122,345 | ||||||||||
Debt issuance costs | 3,316,409 | ||||||||||
Interest expense | $ 0 | 2,913,632 | |||||||||
Convertible Notes [Member] | Note Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net proceeds from convertible notes | 6,561,247 | ||||||||||
Debt issuance costs | $ 616,730 | ||||||||||
Senior Convertible New Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 4,934,783 | ||||||||||
Conversion price | $ 12.70 | ||||||||||
Number of shares issued if converted | 1,315,942 | ||||||||||
Interest rate | 10% | ||||||||||
Stock price | $ 3.75 | ||||||||||
Fully converted price per share | 3.75 | ||||||||||
Conversion price | 3.75 | ||||||||||
Floor price | $ 0.22 | ||||||||||
Original issue discount | 8.80% | ||||||||||
Series A Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 3,690,422 | ||||||||||
Conversion price | $ 3.75 | ||||||||||
Number of shares issued if converted | 984,113 | ||||||||||
Series B Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 23,483,491 | ||||||||||
Conversion price | $ 3.75 | ||||||||||
Number of shares issued if converted | 4,308,898 | ||||||||||
Stock price | $ 5.45 | ||||||||||
Number of shares issued if converted | 6,262,265 | ||||||||||
May 2023 Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price | $ 2.75 | ||||||||||
Interest expense | $ 958,640 | $ 1,364,993 | |||||||||
Number of shares issued if converted | 11,675,892 | ||||||||||
New Notes And Exchange Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price | $ 1.369 | $ 1.369 | |||||||||
New Notes And New Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 586,968 | $ 586,968 | |||||||||
New Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | 4,934,783 | 4,934,783 | |||||||||
Interest expense | $ 172,194 | $ 237,416 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Assumptions) | Aug. 03, 2023 | May 24, 2023 |
Conversion Feature Liabilities [Member] | Measurement Input, Share Price [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 0.551 | 0.70 |
Conversion Feature Liabilities [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 84.1% | 86.3% |
Conversion Feature Liabilities [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 0.75 | 0.75 |
Conversion Feature Liabilities [Member] | Measurement Input, Expected Term [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 0.56 | 0.76 |
Conversion Feature Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 5.4% | 5.1% |
Warrant Liabilities [Member] | Measurement Input, Share Price [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 0.551 | 0.70 |
Warrant Liabilities [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 115.0% | 119.2% |
Warrant Liabilities [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 0.75 | 0.75 |
Warrant Liabilities [Member] | Measurement Input, Expected Term [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 4.06 | 4.25 |
Warrant Liabilities [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Conversion [Line Items] | ||
Fair value measurement input | 4.3% | 3.8% |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Fair value of derivatives) - USD ($) | Aug. 03, 2023 | May 24, 2023 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | $ 13,262,055 | $ 18,369,849 |
Conversion Feature New Notes [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | 557,168 | 663,096 |
Conversion Feature Series A Exchange Notes [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | 416,672 | 970,805 |
Conversion Feature Series B Exchange Notes [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | 2,651,436 | 4,324,792 |
New Warrants [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | 2,445,244 | 3,123,682 |
Exchange Warrants [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Financial derivative liabilities | $ 7,191,535 | $ 9,287,474 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Aug. 03, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
May 2023 Notes [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Derivatives | $ 690,290 | ||
Unrealized Gain (Loss) on Derivatives | (690,290) | ||
May 2023 Warrants [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Derivatives | (2,333,417) | ||
Unrealized Gain (Loss) on Derivatives | $ 2,333,417 | ||
Derivative, Gain on Derivative | $ 5,296 | $ 2,774,377 | |
May 2023 Notes And May 2023 Warrants [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain on Derivative | $ 5,107,794 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 20, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Loss on termination of lease | $ 85,756 | $ 85,756 | $ 247,525 | ||||
Amortization expense | 0 | $ 61,709 | |||||
Pink Possum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase orders and prepayments | $ 21,860 | ||||||
Warrants issued, shares | 950,000 | ||||||
Exercise price | $ 4.90 | ||||||
Highbridge [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued, shares | 1,250,000 | ||||||
Exercise price | $ 4.90 | ||||||
Number of shares issued | 1,101,515 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average exercise price, Outstanding ending balance | $ 14.25 |
Common Stock Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares, Outstanding beginning balance | shares | 3,017,126 |
Weighted average exercise price, Outstanding beginning balance | $ 11.67 |
Shares, Granted | shares | 4,861,555 |
Weighted average exercise price, Granted | $ 2.35 |
Shares, Canceled | shares | 0 |
Weighted average exercise price, Canceled | $ 0 |
Shares, Exchanged | shares | (1,811,595) |
Weighted average exercise price, Exchanged | $ 14.25 |
Shares, Expired | shares | 0 |
Weighted average exercise price, Expired | $ 0 |
Shares, Exercised | shares | (307,001) |
Weighted average exercise price, Exercised | $ 1.75 |
Shares, Outstanding ending balance | shares | 5,760,085 |
Weighted average exercise price, Outstanding ending balance | $ 3.61 |
Weighted average remaining life in years, Outstanding | 4 years 6 months 7 days |
Intrinsic value, Outstanding | $ | $ 146,442 |
Shares, Exercisable | shares | 5,760,085 |
Weighted average exercise price, Exercisable | $ 3.61 |
Weighted average remaining life in years, Exercisable | 4 years 6 months 7 days |
Intrinsic value, Exercisable | $ | $ 146,442 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 18, 2023 | May 24, 2023 | Aug. 31, 2022 | Feb. 01, 2022 | May 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 14, 2023 | Dec. 31, 2022 | Aug. 24, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 100,000,000 | |||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Proceeds from issuance of common stock | $ 571,400 | $ 4,000,000 | ||||||||||
Exercise price | $ 5.45 | $ 14.25 | $ 14.25 | |||||||||
Number of shares reserved for future issuance | 21,623,189 | 21,623,189 | ||||||||||
Number of warrants issued | 3,411,596 | |||||||||||
Warrants expire date | Aug. 24, 2027 | |||||||||||
Other expense | $ 2,223,356 | $ 2,642,139 | ||||||||||
Note Warrants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Exercise price | $ 14.25 | |||||||||||
Warrants issued shares | 1,811,595 | |||||||||||
Note Warrants [Member] | Placement Agent [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Exercise price | $ 17.8125 | |||||||||||
Warrants issued shares | 120,773 | |||||||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 24, 2028 | |||||||||||
Common Stock Warrants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Exercise price | $ 3.61 | $ 3.61 | $ 11.67 | |||||||||
Exchange of warrants exercised | 307,001 | |||||||||||
Warrants exercise price | $ 1.75 | |||||||||||
Other expense | $ 0 | $ 0 | $ 0 | $ 7,302 | ||||||||
Reload Warrants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Exercise price | $ 2.50 | $ 2.50 | ||||||||||
Number of warrants issued | 307,001 | 307,001 | ||||||||||
Warrants expire date | Aug. 24, 2027 | |||||||||||
Reserved For Conversion Of Notes And Exercise Of Warrants [Member] | May 2023 Warrants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of shares reserved for future issuance | 120,773 | 120,773 | ||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||||
Common stock, par value | $ 0.00001 | |||||||||||
Number of shares sold, shares | 280,000 | 1,200,000 | 1,333,334 | |||||||||
Share price | $ 2.50 | $ 3.75 | $ 15 | |||||||||
Proceeds from issuance of common stock | $ 571,400 | $ 3,998,700 | $ 18,089,184 | |||||||||
Commissions and expenses | $ 128,600 | $ 501,300 | $ 1,910,816 | |||||||||
Warrant to purchase | 56,000 | 66,667 | ||||||||||
Exercise price | $ 3.13 | $ 18.75 | ||||||||||
Expiration date | 5 years 6 months | 5 years 6 months | ||||||||||
Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||
Warrant [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Purchase of warrants | 1,811,595 | |||||||||||
Exchange warrants purchase | 3,411,595 | |||||||||||
Exercise price increase | $ 5.45 | |||||||||||
Exercise price decrease | $ 3.75 | |||||||||||
Warrants issued shares | 1,086,957 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Restricted stock unit activity) - Restricted Stock Units (RSUs) [Member] - shares | 9 Months Ended | ||
May 15, 2022 | Sep. 30, 2023 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 15,000 | ||
Granted | 5,000 | 0 | |
Vested | [1] | (5,000) | |
Cancelled | (5,000) | ||
Outstanding, Ending balance | 5,000 | ||
[1]5,000 RSUs were subject to cancellation due to termination of employment. However, the Company entered into a modification to allow the employee to fully vest in these RSUs as part of a severance agreement. The Company recorded additional expense of $31,487 during the three months ended March 31, 2023 related to this modification. |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details - Stock option activity) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Offsetting Assets [Line Items] | |
Common stock options shares, Outstanding beginning balance | shares | 657,782 |
Common stock options weighted avarage exerice price, Outstanding beginning balance | $ / shares | $ 15.41 |
Common stock options shares, Granted | shares | 497,103 |
Common stock options weighted avarage exerice price, Granted | $ / shares | $ 3.81 |
Common stock options shares, Forfeited | shares | (149.885) |
Common stock options weighted avarage exerice price, Forfeited | $ / shares | $ 13.02 |
Common stock options shares, Exercised | shares | (5,000) |
Common stock options weighted avarage exerice price, Exercised | $ / shares | $ 5 |
Common stock options shares, Outstanding ending balance | shares | 1,000,016 |
Common stock options weighted avarage exerice price, Outstanding ending balance | $ / shares | $ 10.06 |
Common stock options weighted average remaining life in years, Outstanding | 8 years 11 months 23 days |
Common stock options intrinsic value, Outstanding ending balance | $ | $ 0 |
Common stock options shares, Exercisable | shares | 399,024 |
Common stock options weighted avarage exerice price, Exercisable | $ / shares | $ 12.93 |
Common stock options weighted average remaining life in years, Exercisable | 8 years 4 months 13 days |
Common stock options intrinsic value, Exercisable | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details - Stock based compensation) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | $ 540,528 | $ 425,070 | $ 2,223,356 | $ 2,624,849 |
Cost Of Goods Sold [Member] | ||||
Stock-based compensation | 131,525 | 113,794 | 487,605 | 391,674 |
Sales And Marketing [Member] | ||||
Stock-based compensation | 134,073 | 106,478 | 678,945 | 568,333 |
Product Development [Member] | ||||
Stock-based compensation | 80,759 | 82,560 | 389,729 | 661,754 |
General And Administrative [Member] | ||||
Stock-based compensation | $ 194,171 | $ 122,238 | $ 667,077 | $ 1,003,088 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Feb. 06, 2023 | May 15, 2022 | Mar. 01, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 26, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved | 21,623,189 | 21,623,189 | ||||||||||
Stock based compensation | $ 2,223,356 | $ 2,642,139 | ||||||||||
Estimated life | 6 years | |||||||||||
Equity Option [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock based compensation | $ 556,228 | $ 389,745 | $ 1,904,016 | 1,385,402 | ||||||||
Future compensation expense | 2,136,860 | $ 2,136,860 | ||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares approved for grants | 5,000 | 0 | ||||||||||
Stock based compensation | (15,700) | $ 35,325 | $ 61,623 | $ 1,232,135 | ||||||||
Future compensation expense | $ 3,925 | $ 3,925 | ||||||||||
Performance Based Shares [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares approved for grants | 8,925 | |||||||||||
Stock based compensation | $ 82,050 | |||||||||||
Volcon 2021 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock shares reserved | 800,000 | 600,000 | ||||||||||
Number of shares granted | 251,351 | 251,351 | ||||||||||
Volcon 2021 Plan [Member] | Performance Milestones For 2022 [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares approved for grants | 30,997 | |||||||||||
Stock based compensation | $ 257,717 | |||||||||||
Shares reserved for compensation | 50,000 | |||||||||||
Number of shares issued | 27,772 | |||||||||||
Number of shares forfeited | 132 | |||||||||||
Shares withheld for employee withholding taxes | 3,093 | |||||||||||
Volcon 2021 Plan [Member] | Performance Milestones For 2023 [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares reserved for compensation | 50,000 | 50,000 | ||||||||||
Volcon 2021 Plan [Member] | Performance Based Shares [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares granted | 576 |
LOSS PER COMMON SHARE (Details
LOSS PER COMMON SHARE (Details - Earnings Per Share) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss | $ (11,327,896) | $ (7,899,184) | $ (41,655,559) | $ (26,437,991) |
Denominator: | ||||
Denominator for basic net loss per common share - weighted average of common shares | 6,162,589 | 4,869,044 | 5,502,512 | 4,690,805 |
Denominator for diluted net loss per common share - weighted average of common shares | 6,162,589 | 4,869,044 | 5,502,512 | 4,690,805 |
Basic net loss per common share | $ (1.84) | $ (1.62) | $ (7.57) | $ (5.64) |
Diluted net loss per common share | $ (1.84) | $ (1.62) | $ (7.57) | $ (5.64) |
LOSS PER COMMON SHARE (Detail_2
LOSS PER COMMON SHARE (Details - Antidilutive shares) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 18,440,993 | 6,144,150 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 11,675,892 | 2,415,459 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,760,085 | 3,017,124 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,000,016 | 681,567 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,000 | 30,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating losses | $ 12,016,943 | $ 9,106,430 |
Depreciation and intangible assets | 1,770,632 | 1,502,868 |
Debt basis difference | 5,029,077 | 0 |
Research & development credit | 1,457,768 | 1,308,956 |
Lease liability | 266,483 | 322,167 |
Inventory | 1,249,375 | 1,290,968 |
Stock-based compensation | 3,259,583 | 3,103,037 |
Accrued expenses | 154,650 | 233,284 |
Capital loss carryover | 276,522 | 261,922 |
Other | 222,062 | 177,074 |
Total | 25,703,095 | 17,306,705 |
Valuation allowance | (25,244,039) | (16,661,612) |
Net deferred tax asset | 459,056 | 645,093 |
Deferred tax liabilities | ||
Prepaid expenses | (200,526) | (328,836) |
Right-of-use assets | (258,530) | (316,257) |
Total net deferred taxes deferred tax liabilities | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) $ in Millions | Sep. 30, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Cumulative net operating loss carry forward | $ 57.2 |
LEASES (Details - Lease cost)
LEASES (Details - Lease cost) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease Cost | ||||
Operating lease cost | $ 117,249 | $ 107,534 | $ 351,748 | $ 406,786 |
Short-term lease cost | 30,751 | 75,015 | 120,271 | 208,009 |
Variable lease cost | 0 | 0 | 0 | 0 |
Sublease income | 0 | 0 | 0 | 0 |
Total lease cost | $ 148,000 | $ 182,549 | $ 472,019 | $ 614,795 |
LEASES (Details - Supplemental
LEASES (Details - Supplemental cash flow information related to leases) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 265,161 | $ 269,836 |
Amortization of right-of-use assets | $ 274,895 | $ 342,112 |
LEASES (Details - Lease-related
LEASES (Details - Lease-related assets and liabilities) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases: | ||
Operating lease right-of-use assets | $ 1,231,092 | $ 1,505,987 |
Right-of-use liabilities operating leases short-term | 423,849 | 391,117 |
Right-of-use liabilities operating leases long-term | 845,117 | 1,143,011 |
Total operating lease liabilities | $ 1,268,966 | $ 1,534,128 |
LEASES (Details - Other informa
LEASES (Details - Other information) | Sep. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term operating leases | 2 years 10 months 24 days |
Weighted-average discount rate operating leases | 6.05% |
LEASES (Details - Maturities of
LEASES (Details - Maturities of lease liabilities) | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 116,557 |
2024 | 471,638 |
2025 | 485,702 |
2026 | 340,591 |
Total future undiscounted lease payments | 1,414,488 |
Less: Interest | (145,522) |
Present value of lease liabilities | $ 1,268,966 |