Document And Entity Information
Document And Entity Information - shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001832487 | |
Entity Registrant Name | Guerrilla RF, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-56238 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3837067 | |
Entity Address, Address Line One | 1196 Pleasant Ridge Road, Suite 5 | |
Entity Address, City or Town | Greensboro | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27409 | |
City Area Code | 336 | |
Local Phone Number | 510-7840 | |
Title of 12(g) Security | Common Stock, $.0001 par value per share | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,562,635 | |
Auditor Name | Dixon Hughes Goodman LLP | |
Auditor Location | Raleigh, NC | |
Auditor Firm ID | 57 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 5,313,985 | $ 427,269 |
Accounts receivable, net | 1,667,006 | 1,653,805 |
Inventories, net | 1,439,014 | 993,633 |
Prepaid expense | 1,187,418 | 100,447 |
Total Current Assets | 9,607,423 | 3,175,154 |
Property, plant, and equipment, net | 1,027,312 | 789,587 |
Total Assets | 10,634,735 | 3,964,741 |
Liabilities and Stockholders' Equity (Deficit) | ||
Short-term debt | 5,117 | 1,297,611 |
Capital lease, current portion | 118,420 | 59,990 |
Accounts payable and accrued expenses | 1,186,443 | 781,433 |
Total Current Liabilities | 1,309,980 | 2,139,034 |
Capital lease | 264,347 | 258,439 |
Notes payable | 144,783 | 4,602,516 |
Total Liabilities | 1,719,110 | 7,090,035 |
Preferred stock, $.0001 par value, 10,000,000 shares authorized no shares issued and outstanding as of December 31, 2021; $.001 par value, 5,042,000 shares authorized, 4,852,414 shares issued and outstanding as of December 31, 2020 | 0 | 4,852 |
Common stock, $.0001 par value, 300,000,000 shares authorized, 33,222,192 shares issued and outstanding as of December 31, 2021; $.001 par value, 8,484,000 shares authorized, 2,265,633 shares issued and outstanding as of December 31, 2020 | 3,322 | 2,261 |
Additional paid-in-capital | 23,958,705 | 9,076,840 |
Accumulated deficit | (15,046,402) | (12,209,247) |
Total Stockholders' Equity (Deficit) | 8,915,625 | (3,125,294) |
Total Liabilities and Stockholders' Equity (Deficit) | 10,634,735 | 3,964,741 |
Paycheck Protection Program CARES Act [Member] | ||
Liabilities and Stockholders' Equity (Deficit) | ||
PPP loan | $ 0 | $ 90,046 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 5,042,000 |
Preferred stock, shares issued (in shares) | 0 | 4,852,414 |
Preferred stock, shares outstanding (in shares) | 0 | 4,852,414 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 8,484,000 |
Common stock, shares issed (in shares) | 33,222,192 | 2,265,633 |
Common stock, shares outstanding (in shares) | 33,222,192 | 2,265,633 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 10,479,899 | $ 8,089,390 |
Direct product cost | 4,340,292 | 2,911,120 |
Gross Profit | 6,139,607 | 5,178,270 |
Operating Expenses: | ||
Research and development | 4,592,879 | 3,591,336 |
Sales and marketing | 2,752,153 | 2,129,238 |
Administration | 2,464,295 | 999,731 |
Total Operating Expenses | 9,809,327 | 6,720,305 |
Operating Income (Loss) | (3,669,720) | (1,542,035) |
Interest expense | (551,495) | (469,684) |
Other income (expense) | 1,384,060 | 0 |
Net loss | $ (2,837,155) | $ (2,011,719) |
Net loss per share (in dollars per share) | $ (0.24) | $ (0.30) |
Product [Member] | ||
Revenues | $ 9,827,817 | $ 5,986,108 |
Royalty [Member] | ||
Revenues | $ 652,082 | $ 2,103,282 |
Consolidated Statements of Chan
Consolidated Statements of Change in Stockholders' Deficit - USD ($) | Conversion of Convertible Preferred Stock to Common Stock [Member]Preferred Stock [Member] | Conversion of Convertible Preferred Stock to Common Stock [Member]Common Stock [Member] | Conversion of Convertible Preferred Stock to Common Stock [Member]Additional Paid-in Capital [Member] | Conversion of Convertible Preferred Stock to Common Stock [Member]Retained Earnings, Appropriated [Member] | Conversion of Convertible Preferred Stock to Common Stock [Member] | Conversion of Convertible Common Stock to Common Stock [Member]Preferred Stock [Member] | Conversion of Convertible Common Stock to Common Stock [Member]Common Stock [Member] | Conversion of Convertible Common Stock to Common Stock [Member]Retained Earnings, Appropriated [Member] | Conversion of Convertible Common Stock to Common Stock [Member] | Conversion of Convertible Promissory Note To Common Stock [Member]Preferred Stock [Member] | Conversion of Convertible Promissory Note To Common Stock [Member]Common Stock [Member] | Conversion of Convertible Promissory Note To Common Stock [Member]Additional Paid-in Capital [Member] | Conversion of Convertible Promissory Note To Common Stock [Member]Retained Earnings, Appropriated [Member] | Conversion of Convertible Promissory Note To Common Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings, Appropriated [Member] | Total |
Balance at Dec. 31, 2019 | $ 4,658 | $ 2,250 | $ 8,551,959 | $ (10,197,528) | $ (1,638,661) | ||||||||||||||
Net loss | 0 | 0 | 0 | (2,011,719) | (2,011,719) | ||||||||||||||
Stock options exercised | 0 | 11 | 10,501 | 0 | 10,512 | ||||||||||||||
Exercise of warrants | 194 | 0 | 499,805 | 0 | 499,999 | ||||||||||||||
Debt converted to equity | 0 | 0 | (4,912) | 0 | (4,912) | ||||||||||||||
Share-based compensation | 0 | 0 | 19,487 | 0 | 19,487 | ||||||||||||||
Balance at Dec. 31, 2020 | 4,852 | 2,261 | 9,076,840 | (12,209,247) | (3,125,294) | ||||||||||||||
Net loss | 0 | 0 | 0 | (2,837,155) | (2,837,155) | ||||||||||||||
Stock options exercised | 0 | 247 | 36,748 | 0 | 36,995 | ||||||||||||||
Conversion of convertible preferred stock to common stock | $ (4,852) | $ 1,432 | $ 300,000 | $ 0 | $ 296,580 | $ 0 | $ 340 | $ 5,988,262 | $ 0 | $ 5,988,602 | |||||||||
Change in par value of common stock | $ 0 | $ (1,767) | $ 0 | $ (1,767) | |||||||||||||||
Issuance of common stock to former stockholders of Laffin Corporation | 0 | 270 | 0 | 0 | 270 | ||||||||||||||
Sale of common stock in private placement, net of issuance costs | 0 | 532 | 8,382,294 | 0 | 8,382,826 | ||||||||||||||
Repurchase of common stock from an unaccredited investor upon consummation of the merger | 0 | 0 | (1,477) | 0 | (1,477) | ||||||||||||||
Share-based compensation | 0 | 7 | 176,038 | 0 | 176,045 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 3,322 | $ 23,958,705 | $ (15,046,402) | $ 8,915,625 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,837,155) | $ (2,011,719) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 371,435 | 266,622 |
Share-based compensation | 176,045 | 19,487 |
Warrant amortization | 45,527 | 24,833 |
PPP loan forgiveness | (1,369,100) | 0 |
Gain on extinguishment of debt | (14,960) | 0 |
Inventory allowance | 12,794 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (13,201) | (469,293) |
Inventories | (458,175) | (301,026) |
Prepaid expenses | (1,086,971) | 22,994 |
Accounts payable and accrued expenses | 354,385 | 496,577 |
Net cash used in operating activities | (4,819,376) | (1,951,525) |
Cash flows from investing activities | ||
Purchases of property, plant, and equipment | (393,359) | (310,718) |
Net cash used in investing activities | (393,359) | (310,718) |
Cash flows from financing activities | ||
Proceeds from APO, net of issuance costs | 8,382,826 | 0 |
Proceeds from exercise of stock options | 36,995 | 10,512 |
Proceeds from notes payable and factoring agreement | 5,097,870 | 1,249,900 |
Proceeds from PPP loan | 833,300 | 535,800 |
Principal payment of notes payable and recourse factoring agreement | (4,150,701) | |
Principal payment on capital lease | (100,839) | (10,488) |
Net cash provided by financing activities | 10,099,451 | 1,785,724 |
Net increase (decrease) in cash | 4,886,716 | (476,519) |
Cash, beginning of period | 427,269 | 903,788 |
Cash, end of period | 5,313,985 | 427,269 |
Noncash transactions: | ||
Debt to equity conversion | 5,988,602 | 500,000 |
Property and equipment acquired through capital leases | 144,177 | 328,916 |
Property and equipment additions included in accounts payable | $ 50,625 | $ 0 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp., the “Company”) was incorporated in the State of Delaware on November 9, 2020. October 22, 2021, October 20, 2021 October 22, 2021 Prior to the Merger, Laffin Acquisition Corp. was a “shell” company registered under the Exchange Act, with no All references in these Consolidated Financial Statements to “Guerrilla RF” refer to Guerrilla RF Operating Corporation, our direct, wholly-owned subsidiary. Unless otherwise stated or the context otherwise indicates, references to the “Company”, “we”, “our”, “us” or similar terms refer to Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp.) together with its wholly-owned subsidiary, Guerrilla RF. Guerrilla RF holds all material assets and conducts all business activities and operations of the Company. Accordingly, throughout these Consolidated Financial Statements, there are frequent references to Guerrilla RF. Guerrilla RF designs and manufactures high‐performance Monolithic Microwave Integrated Circuits (MMICs) for the wireless infrastructure market. Guerrilla RF primarily focuses on researching and developing its existing products and building an infrastructure to handle a global distribution network; therefore, it has incurred significant start‐up losses. The Merger was accounted for as a “reverse acquisition” since, immediately following the consummation of the Merger, Guerrilla RF effectively controlled the Company. For accounting purposes, Guerrilla RF was deemed to be the accounting acquirer in the Merger and, consequently, the Merger is treated as a recapitalization of Guerrilla RF (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Guerrilla RF). Accordingly, the assets, liabilities, and results of operations of Guerrilla RF became the historical consolidated financial statements of the Company, and the Company’s assets, liabilities, and results of operations were consolidated with Guerrilla RF beginning at the Closing Date. No Liquidity and Going Concern Per Accounting Standards Update (“ASU”) No. 2014 15 , Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern (Subtopic 205 40 one The accompanying consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has historically financed its activities principally from common and preferred equity securities and debt issuance. The Company has incurred substantial and negative cash flows from operations in nearly every fiscal period since inception. For the year ended December 31, 2021 net loss of $2.8 million and used $4.8 million in cash $15.0 million a December 31, 2021 December 31, 2021 $5.3 million. Management believes that the Company has sufficient cash to support its operations through 2022. no twelve not may To address its capital needs, including its planned research and development activities and other expenditures, the Company is actively pursuing additional debt and equity financing. The Company has been in ongoing discussions with investors and other parties for such possible offerings. However, adequate financing opportunities might not no Risks and Uncertainties The Company is subject to several risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of Guerrilla RF, Inc. and its wholly-owned subsidiary, Guerrilla RF Operating Corporation. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. In addition, the Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and the valuation of share-based compensation, including the underlying fair value of the common stock. According Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2021 2020 The Company’s cash is deposited with major financial institutions in the U.S. At times, deposits in financial institutions located in the U.S. may not The Company’s accounts receivable are derived from revenue earned from customers located in and outside of the U.S. Major customers are defined as those generating revenue in excess of 10% ad one December 31, 2021 December 31, 2020 or 81% o December 31, 2021 d 82% December 31, 2020 78% December 31, 2021 nd 89% December 31, 2020 Accounts Receivable Accounts receivable primarily relate to amounts due from customers, which are typically due within 30 45 one not The Company has a factoring agreement that provides advance payments on up to 85% of invoices issued to one December 31, 2021 2020, first 30 December 31, 2021 2020, d $150,000 ee Note 5 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software, production and computer equipment, and lab equipment using the straight-line method over their estimated useful lives, ranging from three five seven Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not not 2021 2020 Deferred Offering Costs The Company has not nd other third 1 December 31, 2021. Convertible Preferred Stock Warrants Accounting standards require that freestanding warrants and similar instruments, with certain settlement features of the financial instruments, should be accounted for as a preferred stock warrant liability even though the underlying shares of capital stock may 1 not December 31, 2021. Revenue Recognition The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. The Company does not not not not not Cost of Revenue The Company’s cost of revenue consists primarily of salaries and related expenses, overhead, third Share-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the award's vesting period. In addition, the Company accounts for forfeitures of stock options as they occur. The Company applies ASU 2018 7, Compensation Stock Compensation (Topic 718 December 31, 2020, no Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate, and expected dividends. Therefore, the assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective. Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related engineering and technical staff wages and benefits, prototype costs, and other direct expenses. Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses for the years ended December 31, 2021 2020 $18,108 and $42,563, Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first‐in, first‐out (FIFO) method. Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes 740” 740, not not FASB ASC Subtopic 740 10, Accounting for Uncertainty of Income Taxes 740 10” may not 50% 740 10, Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental common stock. For periods prior to the Merger mentioned in Note 1, December 31, 2021 2020 December 31, 2021 2020 The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: 2021 2020 Convertible preferred stock - 4,852,414 Convertible preferred stock warrants - 116,732 Common stock warrants 331,580 - Stock options 3,146,366 1,260,000 3,477,946 6,229,146 Recent Accounting Pronouncements In February 2016, 842, Leases 12 June 2020, 2020 05, 842 January 1, 2022. 842 March 31, 2022. n Note 10 842. In August 2020, No. 2020 06, Debt - Debt with Conversion and Other Options 470 20 and Derivatives and Hedging - Contracts in Entity s Own Equity 815 40 Accounting for Convertible Instruments and Contracts in an Entity s Own Equity December 15, 2021, no December 15, 2020, March 31, 2022. |
Note 3 - Inventories
Note 3 - Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 3. Inventories are summarized as follows: 2021 2020 Raw materials $ 629,090 $ 233,256 Work-in-process 339,746 116,513 Finished goods 482,972 643,864 Inventory allowance (12,794 ) - Inventory, net $ 1,439,014 $ 993,633 As of December 31, 2021, |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. Property and equipment is summarized as follows: 2021 2020 Production assets $ 1,616,308 $ 1,287,128 Computer equipment and software 647,852 460,233 Lab equipment 103,427 74,815 Office furniture and fixtures 51,354 51,355 Leasehold improvements 123,109 123,109 Construction work in progress 63,750 - 2,605,800 1,996,640 Less accumulated depreciation (1,578,488 ) (1,207,054 ) $ 1,027,312 $ 789,587 Depreciation expense wa s $371,435 and $266,622 f December 31, 2021 2020 |
Note 5 - Debt
Note 5 - Debt | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Short-Term Debt Factoring Arrangement The Company has an accounts receivable factoring arrangement with a financial institution (the “Factor”). Under the terms of the agreement, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit approved accounts. The Factor remits 85% of the domestic accounts receivable balance to the Company (the “Advance Amount”), with the remaining balance, less fees to be forwarded to the Company once the Factor collects the entire accounts receivable balance from the customer. The factoring fee is 0.98 first 30 0.0327 % As stated above, the Company factors the accounts receivable on a recourse basis. Therefore, if the Factor cannot collect the factored accounts receivable, the Company must refund the Advance Amount remitted to us for the uncollected accounts receivable. Accordingly, the Company records the liability of having to refund the Advance Amount as short-term debt when the factoring arrangement is utilized. As of December 31, 2021 Due from Factor consisted of the following: Original Invoice Value Factored Amount Factored Balance Due Year ended December 31, 2021 Factored accounts receivable $ - $ - $ - Year ended December 31, 2020 Factored accounts receivable $ 1,000,000 $ 850,000 $ 150,000 The cost of factoring was as follows: December 31, 2021 December 31, 2020 Factoring Fees $ 87,122 $ 9,800 Long-Term Debt Loans Payable PPP and EIDL PPP On April 30, 2020, 24 December 31, 2020, February 17, 2021, On February 19, 2021, “2021 2021 August 18, 2021, 2021 The Company recorded the forgiveness of both PPP loans and the related accrued interest as a gain in other income (expense) on the consolidated statements of operations. Accordingly, as of December 31, 2021 EIDL In response to COVID- 19, 19 March 2020. 19 not not six $150,000. June 24, 2020, 3.75% 30 June 24, 2050. December 31, 2021 $149,900 Notes Payable Since its founding, the Company has utilized privately placed funding through equity and unsecured debt instruments. (See Note 6 The Company has entered into several debt arrangements from capital raise events and bridge loans from existing investors. These debt arrangements are characterized by interest-only quarterly payments paid in arrears. Per the terms of the debt arrangements, principal is paid in its entirety at the respective maturity date. In addition, all such debt agreements may On March 27, 2017, three December 31, 2022. October 2017 January 2018. On March 12, 2018, one December 31, 2023. March 2018 January 2019. On June 1, 2018, May 31, 2020. two April 15, 2020, $1,000,000 $1,000,000 May 31, 2022. On March 31, 2019, March 2022. first 1933. On July 28, 2020, September 30, 2023. not 7. Convertible Promissory Notes As further described in Note 1, October 22, 2021. October 22, 2021, 2021 2021 Per the terms of several debt arrangements entered into with new and existing investors prior to the Merger, principal was to be paid in its entirety at the respective maturity date or upon conversion as a result of the Merger without any penalty. Upon successful closing of the aforementioned Merger and related financing, all of the outstanding principal amounts of the new notes payable issued just prior to the Merger ( $1,488,600 $4.5 fifteen 15 Warrants In connection with some of the debt described above, certain lenders were issued warrants to purchase up to 116,733 pre-Merger shares of Series D and E preferred stock at $2.57 per share. In April 2018, June 1, 2018, 1 Balances related to the debt and warrants for the year ended December 31, 2021 are as follows: Carrying Accumulated Carrying Value at Amortization Value at December 31, Converted of Debt December 31, 2020 to equity Discount 2021 Notes payable $ 2,500,000 $ (2,500,000 ) $ - $ - Discount on debt (45,527 ) 45,527 - Carrying value $ 2,454,473 $ (2,500,000 ) $ 45,527 $ - Long‐term debt is summarized as follows at December 31, 2021: 2021 2020 Notes payable with associated warrants Notes payable with quarterly interest-only payments at 8% December 2023 $ - $ 979,306 Notes payable with quarterly interest-only payments at 8% December 2022 - 991,722 Note payable with quarterly interest-only payments at 12% May 2022 - 483,445 Total notes payable with associated warrants - 2,454,473 Notes payable with quarterly interest-only payments at 12% March 2022 - 1,750,000 Note payable with quarterly interest-only payments at 12% September 2023 - 250,000 PPP loan with monthly payments beginning in May 2022 at 1.00% May 2022 - 535,800 Note payable with monthly payments beginning in June 2022 at 3.75% June 2050 149,900 149,900 Recourse factoring - 850,000 Total notes payable 149,900 5,990,173 Less current portion 5,117 1,297,611 $ 144,783 $ 4,692,562 Long-term debt is expected to mature as follows: 2022 $ 5,117 2023 8,772 2024 8,772 2025 8,772 2026 8,772 Thereafter 109,695 $ 149,900 |
Note 6 - Common Stock and Conve
Note 6 - Common Stock and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 6. Common Stock and Convertible Preferred Stock Common Stock The Company is authorized to issue 300,000,000 shares of common stock with a par value of $ 0.0001 as of December 31, 2021 December 31, 2020. one may may December 31, 2021 Following the Effective Time of the Merger, the Company sold 33,147,192 shares of common stock pursuant to a private placement offering at a purchase price of $2.00 per share (“Offering”) for aggregate gross proceeds of $11.5 million. The Company incurred issuance costs of $2.1 million, which were offset against the proceeds from the Offering and are recorded in the accompanying consolidated financial statements for the year ended December 31, 2021. Common Stock Warrants In October November 2021, October November 2026, Preferred Stock Prior to the Merger Guerrilla RF had utilized convertible preferred share issuances, convertible debt issuances, and convertible warrants from private investors to fund its business operations and growth. No no December 31, 2021. Subject to certain exceptions, prior to the Merger, holders of Guerrilla RF preferred stock were entitled to a secondary right of first first first Prior to the Merger, the shares of preferred stock were convertible 1:1 Prior to the Merger, holders of preferred stock held certain rights to elect three seven 2, two one one one two Prior to the Merger, after each offering of a class of preferred stock, the investors of that class of preferred stock were given a pro-rata right, based on their percentage equity ownership, to participate in the next offering or issuance of capital stock by Guerrilla RF. Prior to the Merger, the following summarizes the past issuances of preferred stock series, A, A2, Series A On June 26th, 2014, Series A- 2 On February 13, 2015, 2 Series B On May 15, 2015, 90 1/3 Series C On August 1, 2016, In addition, holders of the Series C preferred stock, together with holders of the Series A preferred stock and Series A- 1 two five Series D On March 8, 2017, 1:1 On March 27, 2017, two January 1, 2023. ( 5 Series E On April 16, 2018, Based on their percentage equity ownership, investors in Series E were given a pro-rata right to participate in a future offering or issuance by Guerrilla RF unless subsequently waived due to failure to exercise such rights. The shares of Series E preferred stock will initially be convertible 1:1 As part of the Series E capital raise, Guerrilla RF shareholders approved a loan transaction with the lead investor pursuant to which Guerrilla RF could borrow up to $1,000,000 at an 8% interest rate commencing March 14, 2018, 5 For consideration of a $1,000,000 note at 12% interest from the investor, Guerrilla RF issued warrants on June 1, 2018, March 12, 2018, April 15, 2020. two $2.57 5 In connection with the Merger described in Note 1, October 22, 2021 December 31, 2021 |
Note 7 - Equity Incentive Plan
Note 7 - Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 7. In 2014, “2014 2014 2014 In 2021, “2021 not 2014 2021 2021 2021 January 1 2022 2031 December 31, may no 2021 December 31, 2021. The general purpose of the 2014 2021 The Company measures the fair value of each option award on the date of grant using the Black‐Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk-free interest rate, and dividend yield. The fair value of each grant of options during the year ended December 31, 2021 ● The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (SAB) No. 107, ● The expected volatility is based on the historical volatility of the publicly traded common stock of a peer group of companies. ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. ● The expected dividend yield is none because the Company has not not For the years ended December 31, 2021 2020 2021 2020 Expected term (in years) 6.25 5.00 Expected Volatility 67 % 45 % Risk-free rate 0.11 % 0.30 % Dividend rate — — The weighted average grant date fair value of stock option awards granted was $1.62 December 31, 2021 2020 The value of stock options is recognized as compensation expense by the straight-line method over the vesting period. Compensation expense recorded for options in the consolidated statements of operations was $176,045 and $19,487 for the years ended December 31, 2021 2020 December 31, 2021 2020 to $69,974 and $24,119, three Stock option activity by share is summarized as follows for the years ended December 31: 2021 2020 Outstanding shares at beginning of year 1,086,317 943,167 Granted 28,000 153,950 Exercised (37,566 ) (10,800 ) Outstanding shares at end of year (Pre-Merger) 1,076,751 1,086,317 Outstanding shares at end of year (Post-Merger) 3,180,882 Exercisable shares at end of year 2,645,344 821,037 Each outstanding unexercised stock option at the Closing Date of the Merger ( October 22, 2021) 2014 No income tax benefits have been recognized in the consolidated financial statements for share-based compensation arrangements, and no share-based compensation costs have been capitalized as property and equipment through December 31, 2021 |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 8. Lease Commitments Under an operating lease agreement, the Company leases its office facilities in Greensboro, North Carolina, which expires in June 2024. six In July 2021, June 2031, The July 2021 November 15, 2021. Under the operating lease agreement terms, the Company is responsible for certain in surance and maintenance expenses. In addition, the lease agreement contains scheduled rent increases. Upon taking control of the building, the related rent expense for the lease will be calculated on a straight-line basis according to the lease's rental terms. The Company will not The Company also leases software and equipment under capital leases expiring through October 2026. $102,280 December 31, 2021 $128,618 and $126,096 December 31, 2021 2020 Future minimum lease payments under the leases are as follows: Capital Operating Leases Leases 2022 $ 139,349 $ 131,191 2023 111,371 133,814 2024 87,067 67,569 2025 74,676 - 2026 10,596 - Total minimum lease payments 423,059 $ 332,574 Less amount representing interest (40,292 ) Present value of net minimum lease payments, including noncurrent obligations $ 382,767 Legal In the ordinary course of business, the Company may not December 31, 2021 2020 Indemnification Agreements From time to time, in the ordinary course of business, the Company may may third may not not December 31, 2021 2020 Employment Agreement The Company has an employment agreement with one January 1, 2020. may |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse. Significant components of the Company's deferred tax assets for federal income taxes consisted of the following: 2021 2020 Noncurrent deferred income tax asset arising from: Accounts payable $ 272,585 $ 174,919 Property, plant, and equipment 11,090 18,528 Equity-based compensation 65,127 32,850 Contribution carryforward 4,860 2,678 NOL carryforward 3,452,349 278,081 NEL carryforward 324,685 2,668,997 R&D credit 365,668 22,975 4,496,364 3,199,028 Noncurrent deferred income tax liability arising from: Trade receivables and prepaid expenses (655,804 ) (230,727 ) Net noncurrent deferred income tax asset 3,840,560 2,968,301 Valuation allowance (3,840,560 ) (2,968,301 ) Net $ - $ - In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to realize deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not not December 31, 2021 2020 The Company does not December 31, 2021 December 31, 2020 The Company had net operating loss carryforwards (“NOL”) for federal and state income tax purposes at December 31, 2021 December 31, 2020 December 31, Combined NOL Carryforwards: 2021 2020 Federal $ 16,439,757 $ 11,793,597 State $ 16,439,757 $ 11,257,797 The net operating loss carryforwards generated before 2018 2033 2030 2018 December 31, Combined Credit Carryforwards: 2021 2020 Federal $ 365,668 $ 278,081 The credit carryforwards begin expiring in 2038 The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may three 50%, 382 383 1986, may not not A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: December 31, Rate reconciliation: 2021 2020 Federal tax benefit at the statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (2.0 )% (2.0 )% Nondeductible expenses 1.0 % — % Other — % 1.0 % Life insurance 5.0 % — % Provision to return true up 1.0 % — % Research & development credits (4.0 )% (7.0 )% Change in the valuation allowance 30.0 % 29.0 % PPP loan forgiveness (10.0 )% — % Income Tax Expense (Benefit) — % — % The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company’s tax returns remain subject to examination; carryforward amounts from all tax years remain subject to adjustment. Potential 382 The Company’s ability to utilize its net operating loss (NOL) and research and development (R&D) credit carryforwards may may 382 may 382 three 50 The Company has not one 382; 2022. first may no 740. not |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 10. We describe below transactions since January 1, 2019, not s. not 2019 In March 2019, “2019 “2019 2019 2019 2019 2019 Principal Number of Shares of Common Stock Issued Upon Mandatory Name of Stockholder Amount Conversion AMB Investments, LLC $ 575,000 338,235 Jeanne Pratt $ 250,000 147,059 Samuel W. Funchess $ 100,000 58,824 William H. Pratt $ 50,000 29,412 AMB Notes Guerrilla RF previously issued several promissory notes (the “AMB Notes”) to AMB Investments LLC (“AMB Investments”), which holds more than 5% of our outstanding capital stock. Certain of the AMB Notes were originally issued to Al Bodford, and each AMB Note originally issued to Al Bodford was assigned by him to AMB Investments in September 2021. March 27, 2017 March 12, 2018 March 31, 2019 2019 April 15, 2020 April 2, 2019 October 15, 2021 ( 2019 Thompson Note and unexecuted debt financing In July 2020, In July 2021, not September 30, 2021, 2021 Between July 15, 2021 October 1, 2021, ten The following table sets forth the principal amount of the Convertible Notes, and the number of shares of our common stock into which they were converted upon the closing of the Merger, sold to our directors, executive officers or holders of more than 5% of Guerrilla RF’s pre-Merger capital stock, or an affiliate or immediate family member thereof. Name of Stockholder Principal Amount Number of Shares of Common Stock issued upon Mandatory Conversion William J. Pratt $ 100,000 50,000 Jeanne Pratt $ 100,000 50,000 William H. Pratt $ 100,000 50,000 2021 In August 2021, “2021 2021 November 30, 2021 2021 2021 Name of Stockholder Principal Amount AMB Investments LLC $ 233,332.87 David Reich $ 50,000 Jason Bodford $ 16,666 Participation in the Offering Certain of privately held Guerrilla RF, Inc.'s existing investors, including investors affiliated with certain of our directors and officers, purchased an aggregate of 1,294,000 shares of our common stock in the private placement offering, for an aggregate gross purchase price of $2,588,000. Such purchases were made on the same terms as the shares that were sold to other investors in the private placement offering and not Policies and Procedures for Related Party Transactions We did not See Note 5 |
Note 11 - Employee Benefit Plan
Note 11 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | 11. The Company has a 401 may 2021 2020 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. Subsequent events have been evaluated through the date that the Company approved the consolidated financial statements. The following subsequent events have occurred during the period. Coronavirus Pandemic On March 11, 2020, 19 19 may may 19 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of Guerrilla RF, Inc. and its wholly-owned subsidiary, Guerrilla RF Operating Corporation. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. In addition, the Company’s significant estimates and judgments involve the identification of performance obligations in revenue recognition and the valuation of share-based compensation, including the underlying fair value of the common stock. According |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk and Major Customers Financial instruments at December 31, 2021 2020 The Company’s cash is deposited with major financial institutions in the U.S. At times, deposits in financial institutions located in the U.S. may not The Company’s accounts receivable are derived from revenue earned from customers located in and outside of the U.S. Major customers are defined as those generating revenue in excess of 10% ad one December 31, 2021 December 31, 2020 or 81% o December 31, 2021 d 82% December 31, 2020 78% December 31, 2021 nd 89% December 31, 2020 |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable primarily relate to amounts due from customers, which are typically due within 30 45 one not The Company has a factoring agreement that provides advance payments on up to 85% of invoices issued to one December 31, 2021 2020, first 30 December 31, 2021 2020, d $150,000 ee Note 5 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates computer hardware, software, production and computer equipment, and lab equipment using the straight-line method over their estimated useful lives, ranging from three five seven |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not not 2021 2020 |
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs The Company has not nd other third 1 December 31, 2021. |
Stockholders' Equity, Policy [Policy Text Block] | Convertible Preferred Stock Warrants Accounting standards require that freestanding warrants and similar instruments, with certain settlement features of the financial instruments, should be accounted for as a preferred stock warrant liability even though the underlying shares of capital stock may 1 not December 31, 2021. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes product revenue when it satisfies a performance obligation by transferring a product or service to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. The Company does not not not not not |
Cost of Goods and Service [Policy Text Block] | Cost of Revenue The Company’s cost of revenue consists primarily of salaries and related expenses, overhead, third |
Share-based Payment Arrangement [Policy Text Block] | Share-Based Compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the award's vesting period. In addition, the Company accounts for forfeitures of stock options as they occur. The Company applies ASU 2018 7, Compensation Stock Compensation (Topic 718 December 31, 2020, no Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate, and expected dividends. Therefore, the assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve many variables, uncertainties, and assumptions, and the application of management’s judgment, as they are inherently subjective. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred and consist primarily of personnel-related engineering and technical staff wages and benefits, prototype costs, and other direct expenses. |
Advertising Cost [Policy Text Block] | Advertising Costs All advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expenses for the years ended December 31, 2021 2020 $18,108 and $42,563, |
Inventory, Policy [Policy Text Block] | Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first‐in, first‐out (FIFO) method. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes 740” 740, not not FASB ASC Subtopic 740 10, Accounting for Uncertainty of Income Taxes 740 10” may not 50% 740 10, |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding during each period. Diluted net loss per common stock includes the effect, if any, from the potential exercise or conversion of securities, such as options and warrants, which would result in the issuance of incremental common stock. For periods prior to the Merger mentioned in Note 1, December 31, 2021 2020 December 31, 2021 2020 The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: 2021 2020 Convertible preferred stock - 4,852,414 Convertible preferred stock warrants - 116,732 Common stock warrants 331,580 - Stock options 3,146,366 1,260,000 3,477,946 6,229,146 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, 842, Leases 12 June 2020, 2020 05, 842 January 1, 2022. 842 March 31, 2022. n Note 10 842. In August 2020, No. 2020 06, Debt - Debt with Conversion and Other Options 470 20 and Derivatives and Hedging - Contracts in Entity s Own Equity 815 40 Accounting for Convertible Instruments and Contracts in an Entity s Own Equity December 15, 2021, no December 15, 2020, March 31, 2022. |
Note 2 - Basis of Presentatio_2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2021 2020 Convertible preferred stock - 4,852,414 Convertible preferred stock warrants - 116,732 Common stock warrants 331,580 - Stock options 3,146,366 1,260,000 3,477,946 6,229,146 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | 2021 2020 Raw materials $ 629,090 $ 233,256 Work-in-process 339,746 116,513 Finished goods 482,972 643,864 Inventory allowance (12,794 ) - Inventory, net $ 1,439,014 $ 993,633 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2021 2020 Production assets $ 1,616,308 $ 1,287,128 Computer equipment and software 647,852 460,233 Lab equipment 103,427 74,815 Office furniture and fixtures 51,354 51,355 Leasehold improvements 123,109 123,109 Construction work in progress 63,750 - 2,605,800 1,996,640 Less accumulated depreciation (1,578,488 ) (1,207,054 ) $ 1,027,312 $ 789,587 |
Note 5 - Debt (Tables)
Note 5 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Quantitative Information about Transferred Financial Assets that have been Derecognized and Other Financial Assets Managed Together [Table Text Block] | Original Invoice Value Factored Amount Factored Balance Due Year ended December 31, 2021 Factored accounts receivable $ - $ - $ - Year ended December 31, 2020 Factored accounts receivable $ 1,000,000 $ 850,000 $ 150,000 |
Schedule of Cost of Factoring [Table Text Block] | December 31, 2021 December 31, 2020 Factoring Fees $ 87,122 $ 9,800 |
Convertible Debt [Table Text Block] | Carrying Accumulated Carrying Value at Amortization Value at December 31, Converted of Debt December 31, 2020 to equity Discount 2021 Notes payable $ 2,500,000 $ (2,500,000 ) $ - $ - Discount on debt (45,527 ) 45,527 - Carrying value $ 2,454,473 $ (2,500,000 ) $ 45,527 $ - |
Schedule of Long-term Debt Instruments [Table Text Block] | 2021 2020 Notes payable with associated warrants Notes payable with quarterly interest-only payments at 8% December 2023 $ - $ 979,306 Notes payable with quarterly interest-only payments at 8% December 2022 - 991,722 Note payable with quarterly interest-only payments at 12% May 2022 - 483,445 Total notes payable with associated warrants - 2,454,473 Notes payable with quarterly interest-only payments at 12% March 2022 - 1,750,000 Note payable with quarterly interest-only payments at 12% September 2023 - 250,000 PPP loan with monthly payments beginning in May 2022 at 1.00% May 2022 - 535,800 Note payable with monthly payments beginning in June 2022 at 3.75% June 2050 149,900 149,900 Recourse factoring - 850,000 Total notes payable 149,900 5,990,173 Less current portion 5,117 1,297,611 $ 144,783 $ 4,692,562 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2022 $ 5,117 2023 8,772 2024 8,772 2025 8,772 2026 8,772 Thereafter 109,695 $ 149,900 |
Note 7 - Equity Incentive Plan
Note 7 - Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 2020 Expected term (in years) 6.25 5.00 Expected Volatility 67 % 45 % Risk-free rate 0.11 % 0.30 % Dividend rate — — |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | 2021 2020 Outstanding shares at beginning of year 1,086,317 943,167 Granted 28,000 153,950 Exercised (37,566 ) (10,800 ) Outstanding shares at end of year (Pre-Merger) 1,076,751 1,086,317 Outstanding shares at end of year (Post-Merger) 3,180,882 Exercisable shares at end of year 2,645,344 821,037 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lease, Liability, Fiscal Year Maturity [Table Text Block] | Capital Operating Leases Leases 2022 $ 139,349 $ 131,191 2023 111,371 133,814 2024 87,067 67,569 2025 74,676 - 2026 10,596 - Total minimum lease payments 423,059 $ 332,574 Less amount representing interest (40,292 ) Present value of net minimum lease payments, including noncurrent obligations $ 382,767 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2021 2020 Noncurrent deferred income tax asset arising from: Accounts payable $ 272,585 $ 174,919 Property, plant, and equipment 11,090 18,528 Equity-based compensation 65,127 32,850 Contribution carryforward 4,860 2,678 NOL carryforward 3,452,349 278,081 NEL carryforward 324,685 2,668,997 R&D credit 365,668 22,975 4,496,364 3,199,028 Noncurrent deferred income tax liability arising from: Trade receivables and prepaid expenses (655,804 ) (230,727 ) Net noncurrent deferred income tax asset 3,840,560 2,968,301 Valuation allowance (3,840,560 ) (2,968,301 ) Net $ - $ - |
Summary of Operating Loss Carryforwards [Table Text Block] | December 31, Combined NOL Carryforwards: 2021 2020 Federal $ 16,439,757 $ 11,793,597 State $ 16,439,757 $ 11,257,797 |
Summary of Tax Credit Carryforwards [Table Text Block] | December 31, Combined Credit Carryforwards: 2021 2020 Federal $ 365,668 $ 278,081 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, Rate reconciliation: 2021 2020 Federal tax benefit at the statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (2.0 )% (2.0 )% Nondeductible expenses 1.0 % — % Other — % 1.0 % Life insurance 5.0 % — % Provision to return true up 1.0 % — % Research & development credits (4.0 )% (7.0 )% Change in the valuation allowance 30.0 % 29.0 % PPP loan forgiveness (10.0 )% — % Income Tax Expense (Benefit) — % — % |
Note 10 - Related Party Trans_2
Note 10 - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Debt Conversions [Table Text Block] | Principal Number of Shares of Common Stock Issued Upon Mandatory Name of Stockholder Amount Conversion AMB Investments, LLC $ 575,000 338,235 Jeanne Pratt $ 250,000 147,059 Samuel W. Funchess $ 100,000 58,824 William H. Pratt $ 50,000 29,412 Name of Stockholder Principal Amount Number of Shares of Common Stock issued upon Mandatory Conversion William J. Pratt $ 100,000 50,000 Jeanne Pratt $ 100,000 50,000 William H. Pratt $ 100,000 50,000 |
Schedule of Debt [Table Text Block] | Name of Stockholder Principal Amount AMB Investments LLC $ 233,332.87 David Reich $ 50,000 Jason Bodford $ 16,666 |
Note 1 - Organization and Nat_2
Note 1 - Organization and Nature of Business (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Income (Loss) Attributable to Parent, Total | $ (2,837,155) | $ (2,011,719) |
Net Cash Provided by (Used in) Operating Activities, Total | (4,819,376) | (1,951,525) |
Retained Earnings (Accumulated Deficit), Ending Balance | (15,046,402) | (12,209,247) |
Cash, Ending Balance | $ 5,313,985 | $ 427,269 |
Note 2 - Basis of Presentatio_3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 22, 2021 | |
Factoring Agreement, Advance Amount, Percentage of Accounts Receivable | 85.00% | ||
Factoring Agreement, Receivables Term Oustanding (Day) | 90 days | ||
Factoring Agreement, Percentage of Receivables, Collateral | 15.00% | ||
Transfer of Financial Assets Accounted for as Sales, Fair Value of Derecognized Assets | $ 0 | $ 1,000,000 | |
Factoring Agreement, Factoring Fee, First Thirty Days, Percentage of Invoice Face Value | 0.98% | ||
Factoring Agreement, Factoring Fee, After Thirty Days, Percentage of Invoice Face Value | 0.0327% | ||
Continuing Involvement with Continued to be Recognized Transferred Financial Assets, Amount Outstanding | $ 0 | 150,000 | |
Asset Impairment Charges, Total | 0 | 0 | |
Advertising Expense | 18,108 | $ 42,563 | |
Merger Agreement [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Per Acquiree Share | 2.95 | ||
Convertible Preferred Stock Warrants [Member] | |||
Warrants and Rights Outstanding | $ 0 | ||
Computer Hardware, Software, Production and Computer Equipment and Lab Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 3 years | ||
Computer Hardware, Software, Production and Computer Equipment and Lab Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Useful Life (Year) | 7 years | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Number of Major Customers | 1 | 1 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 81.00% | 82.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 78.00% | 89.00% |
Note 2 - Basis of Presentatio_4
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,477,946 | 6,229,146 |
Convertible Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 4,852,414 |
Convertible Preferred Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 116,732 |
Common Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 331,580 | 0 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,146,366 | 1,260,000 |
Note 3 - Inventories (Details T
Note 3 - Inventories (Details Textual) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Valuation Reserves, Ending Balance | $ 12,794 | $ 0 |
Potential Scrap [Member] | ||
Inventory Valuation Reserves, Ending Balance | 3,082 | |
Obsolete Inventory [Member] | ||
Inventory Valuation Reserves, Ending Balance | $ 9,712 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Raw materials | $ 629,090 | $ 233,256 |
Work-in-process | 339,746 | 116,513 |
Finished goods | 482,972 | 643,864 |
Inventory allowance | (12,794) | 0 |
Inventory, net | $ 1,439,014 | $ 993,633 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Total | $ 371,435 | $ 266,622 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 2,605,800 | $ 1,996,640 |
Less accumulated depreciation | (1,578,488) | (1,207,054) |
Property, Plant and Equipment, Net, Ending Balance | 1,027,312 | 789,587 |
Production Assets [Member] | ||
Property and equipment, gross | 1,616,308 | 1,287,128 |
Computer Equipment and Software [Member] | ||
Property and equipment, gross | 647,852 | 460,233 |
Lab Equipment [Member] | ||
Property and equipment, gross | 103,427 | 74,815 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 51,354 | 51,355 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 123,109 | 123,109 |
Construction in Progress [Member] | ||
Property and equipment, gross | $ 63,750 | $ 0 |
Note 5 - Debt (Details Textual)
Note 5 - Debt (Details Textual) | Oct. 22, 2021USD ($)$ / sharesshares | Feb. 17, 2021USD ($) | Apr. 15, 2020USD ($) | Jun. 01, 2018USD ($)$ / sharesshares | Apr. 16, 2018$ / sharesshares | Apr. 30, 2018$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Feb. 19, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 28, 2020USD ($) | Jun. 24, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 14, 2018USD ($) | Mar. 12, 2018USD ($) | Mar. 27, 2017USD ($) |
Factoring Agreement, Advance Amount, Percentage of Accounts Receivable | 85.00% | |||||||||||||||
Factoring Agreement, Factoring Fee, First Thirty Days, Percentage of Invoice Face Value | 0.98% | |||||||||||||||
Factoring Agreement, Factoring Fee, After Thirty Days, Percentage of Invoice Face Value | 0.0327% | |||||||||||||||
Factoring Agreement, Minimum Invoice Fee | $ 1.50 | |||||||||||||||
Short-term Debt, Total | 0 | $ 850,000 | ||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | $ 144,783 | 4,692,562 | ||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 703,989 | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.57 | |||||||||||||||
Series E Preferred Stock Convertible Note Private Offering [Member] | Series E Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 898,542 | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.57 | |||||||||||||||
Series E Warrants Issued With Note Payable Maturing May 2022 [Member] | ||||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 2 | |||||||||||||||
Series E Preferred Stock Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 38,911 | 77,821 | ||||||||||||||
Proceeds from Warrant Exercises | $ 500,001 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 194,553 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.57 | |||||||||||||||
Class of Warrant or Right, Issued During Period, Exercise Price (in dollars per share) | $ / shares | $ 2.57 | |||||||||||||||
Series D and Series E Preferred Stock Warrants [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 116,733 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.57 | |||||||||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 535,800 | |||||||||||||||
Long-term Debt, Gross | $ 0 | 535,800 | ||||||||||||||
Interest Payable | 3,611 | |||||||||||||||
Long-term Debt, Excluding Current Maturities, Total | $ 90,000 | |||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 535,800 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||
The 2021 Paycheck Protection Program Cares Act [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 833,300 | |||||||||||||||
SBA, Economic Injury Disaster Loan (EIDL) [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||
Long-term Debt, Gross | 149,900 | |||||||||||||||
Interest Payable | $ 8,532 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% | ||||||||||||||
Note Payable Maturing December 2022 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||
Debt Instrument, Maximum Number of Draws | 4 | |||||||||||||||
Debt Instrument, Minimum Percentage of Face Amount Per Draw | 25.00% | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Note Payable Maturing December 2023 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||||||
Debt Instrument, Minimum Number of Draws | 1 | |||||||||||||||
Debt Instrument, Minimum Amount of Draw | $ 250,000 | |||||||||||||||
Note Payable Maturing May 2022 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||
Long-term Debt, Gross | 500,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||
Repayments of Long-term Debt, Total | $ 500,000 | |||||||||||||||
Note Payable Maturing March 2022 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,750,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||
Note Payable Maturing September 2023 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||
Pre 2021 Convertible Notes [Member] | ||||||||||||||||
Conversion of Stock, Amount Converted | $ 4,500,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 2,647,059 | |||||||||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 1.70 | |||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 24,130,642 | |||||||||||||||
Debt in Connection with Merger [Member] | ||||||||||||||||
Interest Payable | $ 51,627 | |||||||||||||||
Conversion of Stock, Amount Converted | $ 1,488,600 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 744,300 |
Note 5 - Debt - Due from Factor
Note 5 - Debt - Due from Factor (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Factored accounts receivable, original invoice amount | $ 0 | $ 1,000,000 |
Factored accounts receivable, factored amount | 0 | 850,000 |
Factored accounts receivable, factored balance due | $ 0 | $ 150,000 |
Note 5 - Debt - Cost of Factori
Note 5 - Debt - Cost of Factoring (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Factoring Fees | $ 87,122 | $ 9,800 |
Note 5 - Debt - Balances Relate
Note 5 - Debt - Balances Related to Debt and Warrants (Details) - Debt with Warrants [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Notes payable | $ 2,500,000 |
Converted to equity | (2,500,000) |
Notes payable | 0 |
Discount on debt | (45,527) |
Accumulated amortization of debt discount | 45,527 |
Discount on debt | 0 |
Carrying value | 2,454,473 |
Carrying value | $ 0 |
Note 5 - Debt - Summary of Long
Note 5 - Debt - Summary of Long-term Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt, Total | $ 0 | $ 850,000 |
Total notes payable | 149,900 | 5,990,173 |
Less current portion | 5,117 | 1,297,611 |
Long-term Debt, Excluding Current Maturities, Total | 144,783 | 4,692,562 |
Note Payable Maturing December 2023 [Member] | ||
Notes payable | 0 | 979,306 |
Note Payable Maturing December 2022 [Member] | ||
Notes payable | 0 | 991,722 |
Note Payable Maturing May 2022 [Member] | ||
Notes payable | 0 | 483,445 |
Notes Payable Associated with Warrants [Member] | ||
Notes payable | 0 | 2,454,473 |
Note Payable Maturing March 2022 [Member] | ||
Notes payable | 0 | 1,750,000 |
Note Payable Maturing September 2023 [Member] | ||
Notes payable | 0 | 250,000 |
Paycheck Protection Program CARES Act [Member] | ||
Notes payable | 0 | 535,800 |
Long-term Debt, Excluding Current Maturities, Total | 90,000 | |
SBA, Economic Injury Disaster Loan (EIDL) [Member] | ||
Notes payable | 149,900 | 149,900 |
Recourse Factoring [Member] | ||
Short-term Debt, Total | $ 0 | $ 850,000 |
Note 5 - Debt - Summary of Lo_2
Note 5 - Debt - Summary of Long-term Debt (Details) (Parentheticals) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 28, 2020 | Mar. 31, 2019 | Jun. 01, 2018 | Mar. 14, 2018 | Mar. 12, 2018 | |
Note Payable Maturing December 2023 [Member] | |||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||
Maturity date | Dec. 31, 2023 | ||||||
Note Payable Maturing December 2022 [Member] | |||||||
Interest rate | 8.00% | ||||||
Maturity date | Dec. 31, 2022 | ||||||
Note Payable Maturing May 2022 [Member] | |||||||
Interest rate | 12.00% | 12.00% | |||||
Maturity date | May 31, 2022 | ||||||
Note Payable Maturing March 2022 [Member] | |||||||
Interest rate | 12.00% | 12.00% | |||||
Maturity date | Mar. 31, 2022 | ||||||
Note Payable Maturing September 2023 [Member] | |||||||
Interest rate | 12.00% | 12.00% | |||||
Maturity date | Sep. 30, 2023 | ||||||
Paycheck Protection Program CARES Act [Member] | |||||||
Interest rate | 1.00% | ||||||
Maturity date | May 31, 2022 | ||||||
SBA, Economic Injury Disaster Loan (EIDL) [Member] | |||||||
Interest rate | 3.75% | 3.75% | |||||
Maturity date | Jun. 30, 2050 | Jun. 30, 2050 |
Note 5 - Debt - Long-term Debt
Note 5 - Debt - Long-term Debt Expected to Mature (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 5,117 | |
2023 | 8,772 | |
2024 | 8,772 | |
2025 | 8,772 | |
2026 | 8,772 | |
Thereafter | 109,695 | |
Debt, Long-term and Short-term, Combined Amount, Total | $ 149,900 | $ 5,990,173 |
Note 6 - Common Stock and Con_2
Note 6 - Common Stock and Convertible Preferred Stock (Details Textual) | Jun. 01, 2018USD ($)$ / sharesshares | Apr. 16, 2018$ / sharesshares | Mar. 14, 2018USD ($)$ / sharesshares | Mar. 27, 2017$ / sharesshares | Mar. 08, 2017$ / sharesshares | Aug. 01, 2016$ / sharesshares | May 15, 2015$ / sharesshares | Apr. 30, 2018shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2021shares | Oct. 31, 2021shares | Mar. 12, 2018USD ($) | Feb. 13, 2015$ / sharesshares | Jun. 26, 2014$ / sharesshares |
Common Stock, Shares Authorized (in shares) | 8,224,000 | 300,000,000 | 8,484,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 | |||||||||||||
Common Stock, Voting Rights, Vote Per Share | 1 | ||||||||||||||
Dividends, Common Stock, Total | $ | $ 0 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 8,382,826 | $ 0 | |||||||||||||
Preferred Stock, Convertible, Conversion Ratio | 1 | ||||||||||||||
Preferred Stock, Automatic Conversion, Common Stock Price Per Share in Offering (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Preferred Stock, Automatic Conversion, Minimum Net Proceeds in Offering | $ | $ 37,500,000 | ||||||||||||||
Number of Members of the Board Elected by Preferred Stockholders | 3 | ||||||||||||||
Number of Members of the Board | 7 | ||||||||||||||
Number of Members of the Board Elected by Common and Preferred Stockholders | 2 | ||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 5,042,000 | 10,000,000 | 5,042,000 | ||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 0 | 4,852,414 | |||||||||||||
Note Payable Maturing December 2023 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||
Note Payable Maturing May 2022 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||
Series D Preferred Stock Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.57 | ||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | 58,366 | ||||||||||||||
Series E Preferred Stock Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 194,553 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.57 | ||||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | 38,911 | 77,821 | |||||||||||||
Option to Purchase Series B Preferred Stock [Member] | |||||||||||||||
Option Indexed to Issuer's Equity, Shares (in shares) | 350,000 | ||||||||||||||
Option Indexed to Issuer's Equity, Percentage of Shares Purchased | 33.33% | ||||||||||||||
Option to Award Series E Preferred Stock Warrants [Member] | |||||||||||||||
Option Indexed to Issuer's Equity, Shares (in shares) | 38,911 | ||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ / shares | $ 2.57 | ||||||||||||||
Series A, A-2, and C Preferred Stock [Member] | |||||||||||||||
Number of Members of the Board Elected by Preferred Stockholders | 2 | ||||||||||||||
Series B, D and E Preferred Stock [Member] | |||||||||||||||
Number of Members of the Board Elected by Preferred Stockholders | 1 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 1,050,000 | ||||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 1,042,853 | ||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 1 | ||||||||||||||
Series A-2 Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 420,000 | ||||||||||||||
Preferred Stock, Shares Issued, Total (in shares) | 412,735 | ||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 1.21 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 1.43 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,049,997 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.07 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 483,092 | ||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.57 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 692,292 | ||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1 | ||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 2.57 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 703,989 | ||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1 | ||||||||||||||
Nonemployees [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 148,480 | 183,100 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2 | ||||||||||||||
Private Placement Offering [Member] | |||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 33,147,192 | ||||||||||||||
Sale of Stock, Price Per Share (in dollars per share) | $ / shares | $ 2 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 11,500,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ | $ 2,100,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,294,000 |
Note 7 - Equity Incentive Pla_2
Note 7 - Equity Incentive Plan (Details Textual) | Oct. 22, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,260,000 | 568,000 | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share) | $ / shares | $ 0.70 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 1.57 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 1.62 | $ 0.36 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ | $ 69,974 | $ 24,119 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,076,751 | 1,086,317 | 943,167 | ||
Factor of Change in Exercise Price of Options | 2.95 | ||||
Share-based Payment Arrangement, Expense, Tax Benefit | $ | $ 0 | ||||
Share-based Payment Arrangement, Amount Capitalized | $ | 0 | ||||
Merger Agreement [Member] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Per Acquiree Share | 2.95 | ||||
Merger Agreement [Member] | Share-based Payment Arrangement, Option 1 [Member] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,146,366 | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Payment Arrangement, Expense | $ | $ 176,045 | $ 19,487 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years | ||||
The 2021 Plan [Member] | |||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 222,991 | ||||
Common Stock, Capital Shares Reserved for Future Issuance, Increase as Percentage of Total Share Outstanding | 5.00% | ||||
The 2014 Long Term Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,065,067 |
Note 7 - Equity Incentive Pla_3
Note 7 - Equity Incentive Plan - Weighted-average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected term (in years) (Year) | 6 years 3 months | 5 years |
Expected Volatility | 67.00% | 45.00% |
Risk-free rate | 0.11% | 0.30% |
Dividend rate | 0.00% | 0.00% |
Note 7 - Equity Incentive Pla_4
Note 7 - Equity Incentive Plan - Stock Option Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding shares at beginning of year (in shares) | 1,086,317 | 943,167 |
Granted (in shares) | 28,000 | 153,950 |
Exercised (in shares) | (37,566) | (10,800) |
Outstanding shares at end of year (Pre-Merger) (in shares) | 1,076,751 | 1,086,317 |
Outstanding shares at end of year (Post-Merger) (in shares) | 3,180,882 | |
Exercisable shares at end of year (in shares) | 2,645,344 | 821,037 |
Note 8 - Commitments and Cont_3
Note 8 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Operating Lease, Lease Not yet Commenced, Building Asset Additions | $ 4,000,000 | |
Lessee, Operating Lease, Lease Not yet Commenced, Annual Lease Expense | 1,100,000 | |
Finance Lease, Expense | 102,280 | |
Operating Lease, Expense | 128,618 | $ 126,096 |
Legal Claims [Member] | ||
Loss Contingency Accrual, Ending Balance | 0 | 0 |
Indemnification Agreement [Member] | ||
Loss Contingency Accrual, Ending Balance | $ 0 | $ 0 |
Note 8 - Commitments and Cont_4
Note 8 - Commitments and Contingencies - Future Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
2022, capital leases | $ 139,349 |
2022, operating leases | 131,191 |
2023, capital leases | 111,371 |
2023, operating leases | 133,814 |
2024, capital leases | 87,067 |
2024, operating leases | 67,569 |
2025, capital leases | 74,676 |
2025, operating leases | 0 |
2026, capital leases | 10,596 |
2026, operating leases | 0 |
Total minimum lease payments, capital leases | 423,059 |
Total minimum lease payments, operating leases | 332,574 |
Less amount representing interest, capital leases | (40,292) |
Present value of net minimum lease payments, including noncurrent obligations, capital leases | $ 382,767 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Unrecognized Tax Benefits, Ending Balance | $ 0 | $ 0 |
Note 9 - Income Taxes - Signifi
Note 9 - Income Taxes - Significant Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable | $ 272,585 | $ 174,919 |
Property, plant, and equipment | 11,090 | 18,528 |
Equity-based compensation | 65,127 | 32,850 |
Contribution carryforward | 4,860 | 2,678 |
NOL carryforward | 3,452,349 | 278,081 |
NEL carryforward | 324,685 | 2,668,997 |
R&D credit | 365,668 | 22,975 |
Deferred Tax Assets, Gross, Total | 4,496,364 | 3,199,028 |
Trade receivables and prepaid expenses | (655,804) | (230,727) |
Net noncurrent deferred income tax asset | 3,840,560 | 2,968,301 |
Valuation allowance | (3,840,560) | (2,968,301) |
Net | $ 0 | $ 0 |
Note 9 - Income Taxes - Net Ope
Note 9 - Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Domestic Tax Authority [Member] | ||
NOL carryforward | $ 16,439,757 | $ 11,793,597 |
State and Local Jurisdiction [Member] | ||
NOL carryforward | $ 16,439,757 | $ 11,257,797 |
Note 9 - Income Taxes - Credit
Note 9 - Income Taxes - Credit Carryforwards (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Domestic Tax Authority [Member] | ||
Credit carryforward | $ 365,668 | $ 278,081 |
Note 9 - Income Taxes - Reconci
Note 9 - Income Taxes - Reconciliation of Income Tax Benefit (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal tax benefit at the statutory rate | (21.00%) | (21.00%) |
State tax, net of federal benefit | (2.00%) | (2.00%) |
Nondeductible expenses | 1.00% | 0.00% |
Other | 0.00% | 1.00% |
Life insurance | 5.00% | 0.00% |
Provision to return true up | 1.00% | 0.00% |
Research & development credits | (4.00%) | (7.00%) |
Change in the valuation allowance | 30.00% | 29.00% |
PPP loan forgiveness | (10.00%) | 0.00% |
Income Tax Expense (Benefit) | 0.00% | 0.00% |
Note 10 - Related Party Trans_3
Note 10 - Related Party Transactions (Details Textual) - USD ($) | Sep. 30, 2021 | Jul. 15, 2021 | Jul. 31, 2021 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 01, 2021 | Nov. 30, 2021 | Oct. 15, 2021 | Aug. 31, 2021 | Jul. 31, 2020 | Apr. 15, 2020 | Jan. 01, 2019 | Mar. 12, 2018 | Mar. 27, 2017 |
Related Party Transaction, Amounts of Transaction | $ 120,000 | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 2,588,000 | ||||||||||||||
Private Placement Offering [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,294,000 | ||||||||||||||
Transmit Principle of Promissory Note [Member] | Greg Thompson [Member] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 300,000 | ||||||||||||||
Remit Principle of Promissory Note [Member] | Greg Thompson [Member] | |||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 300,000 | ||||||||||||||
Conversion 2019 Notes To Common Stock [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 1.70 | ||||||||||||||
Conversion AMB Notes To Common Stock [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 1.70 | ||||||||||||||
Conversion of Thomson Note To Common Stock [Member] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 1.70 | ||||||||||||||
Notes 2019 [Member] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,750,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Notes 2019 [Member] | Al Bodford [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 175,000 | ||||||||||||||
Notes 2019 [Member] | AMB Investments LLC [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||
Non-negotiable AMB Notes [Member] | Al Bodford [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 333,333 | |||||||||||||
Term Loan [Member] | Al Bodford [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||
Thompson Note [Member] | Greg Thompson [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | ||||||||||||||
Thompson Promissory Note [Member] | Greg Thompson [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 4,842 | ||||||||||||||
Convertible Promissory Notes [Member] | Ten Accredited Investors [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2 | ||||||||||||||
Proceeds from Convertible Debt | $ 1,488,600 | ||||||||||||||
Promissory Notes 2021 [Member] | AMB Investments LLC [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 233,332.87 | ||||||||||||||
Promissory Notes 2021 [Member] | Warrant Holders [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 6.00% | |||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Percentage of Pre-merger Capital Stock | 5.00% | 5.00% | 5.00% | 5.00% |
Note 10 - Related Party Trans_4
Note 10 - Related Party Transactions - Convertible Debt (Details) - USD ($) | Jul. 15, 2021 | Mar. 31, 2019 |
Conversion 2019 Notes To Common Stock [Member] | AMB Investments LLC [Member] | ||
Principal Amount | $ 575,000 | |
Number of shares of common stock issued (in shares) | 338,235 | |
Conversion 2019 Notes To Common Stock [Member] | Jeanne Pratt [Member] | ||
Principal Amount | $ 100,000 | $ 250,000 |
Number of shares of common stock issued (in shares) | 50,000 | 147,059 |
Conversion 2019 Notes To Common Stock [Member] | Samuel W. Funchess [Member] | ||
Principal Amount | $ 100,000 | |
Number of shares of common stock issued (in shares) | 58,824 | |
Conversion 2019 Notes To Common Stock [Member] | William H. Pratt [Member] | ||
Principal Amount | $ 100,000 | $ 50,000 |
Number of shares of common stock issued (in shares) | 50,000 | 29,412 |
Conversion of Convertible Promissory Note To Common Stock [Member] | William J. Pratt [Member] | ||
Principal Amount | $ 100,000 | |
Number of shares of common stock issued (in shares) | 50,000 |
Note 10 - Related Party Trans_5
Note 10 - Related Party Transactions - Promissory Notes (Details) - Promissory Notes 2021 [Member] | Aug. 31, 2021USD ($) |
AMB Investments LLC [Member] | |
Debt Instrument, Face Amount | $ 233,332.87 |
David Reich [Member] | |
Debt Instrument, Face Amount | 50,000 |
Jason Bodford [Member] | |
Debt Instrument, Face Amount | $ 16,666 |
Note 11 - Employee Benefit Pl_2
Note 11 - Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan, Cost | $ 208,105 | $ 150,255 |