Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover | ||
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 | 001-36492 | |
Entity Registrant Name | AGEAGLE AERIAL SYSTEMS INC. | |
Entity Central Index Key | 0000008504 | |
Entity Tax Identification Number | 88-0422242 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8201 E. 34th | |
Entity Address, City or Town | Wichita | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 67226 | |
City Area Code | (620) | |
Local Phone Number | 325-6363 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | UAVS | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,878,831 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 1,600,143 | $ 4,349,837 |
Accounts receivable, net | 2,015,045 | 2,213,040 |
Inventories, net | 6,063,935 | 6,685,847 |
Prepaid and other current assets | 832,188 | 1,029,548 |
Notes receivable | 185,000 | 185,000 |
Total current assets | 10,696,311 | 14,463,272 |
Property and equipment, net | 597,964 | 791,155 |
Right of use assets | 3,498,051 | 3,952,317 |
Intangible assets, net | 9,242,659 | 11,507,653 |
Goodwill | 21,679,411 | 23,179,411 |
Other assets | 336,091 | 291,066 |
Total assets | 46,050,487 | 54,184,874 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 2,125,689 | 1,845,135 |
Accrued liabilities | 1,650,609 | 1,680,706 |
Promissory note | 2,625,000 | 287,381 |
Contract liabilities | 329,536 | 496,390 |
Current portion of lease liabilities | 840,535 | 628,113 |
Current portion of COVID loans | 306,722 | 446,456 |
Total current liabilities | 7,878,091 | 5,384,181 |
Long term portion of lease liabilities | 2,756,056 | 3,161,703 |
Long term portion of COVID loans | 509,184 | 446,813 |
Defined benefit plan obligation | 106,163 | |
Long term portion of promissory note | 1,470,000 | 1,861,539 |
Total liabilities | 12,613,331 | 10,960,399 |
COMMITMENTS AND CONTINGENCIES (SEE NOTE 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.001 par value, 25,000,000 shares authorized: Preferred Stock, Series F Convertible, $0.001 par value, 35,000 shares authorized, 6,275 shares issued and outstanding as of September 30, 2023, and 5,863 shares issued and outstanding as of December 31, 2022, respectively | 6 | 6 |
Common Stock, $0.001 par value, 250,000,000 shares authorized, 117,878,831 and 88,466,613 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 117,880 | 88,467 |
Additional paid-in capital | 167,523,676 | 154,679,363 |
Accumulated deficit | (134,374,548) | (111,553,444) |
Accumulated other comprehensive income | 170,142 | 10,083 |
Total stockholders’ equity | 33,437,156 | 43,224,475 |
Total liabilities and stockholders’ equity | $ 46,050,487 | $ 54,184,874 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 117,878,831 | 88,466,613 |
Common stock, shares outstanding | 117,878,831 | 88,466,613 |
Series F Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 35,000 | 35,000 |
Preferred Stock, shares issued | 6,275 | 5,863 |
Preferred Stock, shares outstanding | 6,275 | 5,863 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements Of Operations And Comprehensive Income Loss | ||||
Revenues | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 |
Cost of sales | 2,269,858 | 3,407,573 | 6,594,973 | 8,622,436 |
Gross Profit | 1,214,074 | 2,083,141 | 4,224,240 | 5,998,129 |
Operating Expenses: | ||||
General and administrative | 3,357,550 | 4,175,090 | 10,435,834 | 14,093,655 |
Research and development | 1,368,394 | 1,818,540 | 4,320,216 | 6,185,777 |
Sales and marketing | 978,243 | 1,236,841 | 2,911,963 | 3,736,548 |
Impairment | 1,500,000 | 1,579,287 | ||
Total Operating Expenses | 7,204,187 | 7,230,471 | 19,247,300 | 24,015,980 |
Loss from Operations | (5,990,113) | (5,147,330) | (15,023,060) | (18,017,851) |
Other Income (Expense): | ||||
Interest expense, net | (399,651) | (6,727) | (994,751) | (29,776) |
Gain (loss) on debt extinguishment | (1,523,867) | 6,486,899 | (1,523,867) | 6,486,899 |
Other income (expense), net | (106,497) | 332,110 | (368,532) | 27,372 |
Total Other Income (Expense), net | (2,030,015) | 6,812,282 | (2,887,150) | 6,484,495 |
Net Income (Loss) Before Income Taxes | (8,020,128) | 1,664,952 | (17,910,210) | (11,533,356) |
Provision for income taxes | ||||
Net Income (Loss) | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) |
Net Income (Loss) Per Common Share – Basic | $ (0.07) | $ 0.02 | $ (0.18) | $ (0.14) |
Net Income (Loss) Per Common Share – Diluted | $ (0.07) | $ 0.01 | $ (0.18) | $ (0.14) |
Weighted Average Number of Shares Outstanding During the Period – Basic | 111,083,155 | 85,966,687 | 98,976,085 | 81,004,011 |
Weighted Average Number of Shares Outstanding During the Period – Diluted | 111,083,155 | 113,623,789 | 98,976,085 | 81,004,011 |
Comprehensive Income (Loss): | ||||
Net Income (Loss) attributable to common stockholders | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) |
Amortization of unrecognized periodic pension costs | (742) | 97,846 | 43,302 | 100,487 |
Foreign currency cumulative translation adjustment | (7,027) | (372,368) | 116,757 | (220,060) |
Total comprehensive income (loss), net of tax | (8,027,897) | 1,390,430 | (17,750,151) | (11,652,929) |
Accrued dividends on Series F Preferred Stock | (49,122) | (94,694) | (170,277) | (94,694) |
Deemed dividend on Series F Preferred Stock and warrants | (4,910,894) | |||
Total comprehensive income (loss) available to common stockholders | $ (8,077,019) | $ 1,295,736 | $ (22,831,322) | $ (11,747,623) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 75,315 | $ 127,626,536 | $ (70,594) | $ (51,054,344) | $ 76,576,913 | |
Balance, shares at Dec. 31, 2021 | 75,314,988 | |||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (4) | $ 5,950 | (5,946) | |||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (3,689) | 5,950,000 | ||||
Dividends of preferred stock series F | (94,694) | (94,694) | ||||
Issuance of Restricted Common Stock | $ 316 | (316) | ||||
Issuance of Restricted Common Stock, shares | 314,941 | |||||
Stock-based compensation expense | 3,058,741 | 3,058,741 | ||||
Amortization of unrecognized periodic pension costs | 100,487 | 100,487 | ||||
Foreign currency translation adjustment | (220,060) | (220,060) | ||||
Net income (loss) | (11,533,356) | (11,533,356) | ||||
Sale of Common Stock, net of issuance costs | $ 4,251 | 4,579,090 | 4,583,341 | |||
Sale of Common Stock, net of issuance costs, shares | 4,251,151 | |||||
Issuance of Preferred Stock, Series F Convertible, net of issuance costs | $ 10 | 9,919,990 | 9,920,000 | |||
Issuance of Preferred Stock, Series F Convertible, net of issuance costs, shares | 10,000 | |||||
Settlement of heldback shares from contingent liability related to Measure acquisition | $ (499) | 2,812,999 | 2,812,500 | |||
Settlement of heldback shares from contingent liability related to Measure acquisition, shares | (498,669) | |||||
Exercise of stock options | $ 185 | 74,165 | $ 74,350 | |||
Exercise of stock options, shares | 185,000 | 185,000 | ||||
Issuance of Common Stock for acquisition of senseFly | $ 1,927 | 2,998,073 | $ 3,000,000 | |||
Issuance of Common Stock for acquisition of senseFly, shares | 1,927,407 | |||||
Ending balance, value at Sep. 30, 2022 | $ 6 | $ 87,445 | 150,968,638 | (190,167) | (62,587,700) | 88,278,222 |
Balance, shares at Sep. 30, 2022 | 6,311 | 87,444,818 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 10 | $ 82,445 | 147,686,141 | 84,355 | (64,252,652) | 83,600,299 |
Balance, shares at Jun. 30, 2022 | 9,690 | 82,445,570 | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (4) | $ 5,450 | (5,446) | |||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (3,379) | 5,450,000 | ||||
Dividends of preferred stock series F | (94,694) | (94,694) | ||||
Issuance of Restricted Common Stock | $ 14 | (14) | ||||
Issuance of Restricted Common Stock, shares | 12,917 | |||||
Stock-based compensation expense | 556,837 | 556,837 | ||||
Amortization of unrecognized periodic pension costs | 97,846 | 97,846 | ||||
Foreign currency translation adjustment | (372,368) | (372,368) | ||||
Net income (loss) | 1,664,952 | 1,664,952 | ||||
Settlement of heldback shares from contingent liability related to Measure acquisition | $ (499) | 2,812,999 | 2,812,500 | |||
Settlement of heldback shares from contingent liability related to Measure acquisition, shares | (498,669) | |||||
Exercise of stock options | $ 35 | 12,815 | 12,850 | |||
Exercise of stock options, shares | 35,000 | |||||
Ending balance, value at Sep. 30, 2022 | $ 6 | $ 87,445 | 150,968,638 | (190,167) | (62,587,700) | 88,278,222 |
Balance, shares at Sep. 30, 2022 | 6,311 | 87,444,818 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 6 | $ 88,467 | 154,679,363 | 10,083 | (111,553,444) | 43,224,475 |
Balance, shares at Dec. 31, 2022 | 5,863 | 88,466,613 | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (3) | $ 7,305 | (7,302) | |||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (2,588) | 7,304,762 | ||||
Dividends of preferred stock series F | (170,277) | (170,277) | ||||
Conversion of warrants issued with promissory note and incremental value modification | $ 5,000 | 185,500 | 190,500 | |||
Conversion of warrants issued with promissory note and incremental value modification, shares | 5,000,000 | |||||
Issuance of Restricted Common Stock | $ 388 | (388) | ||||
Issuance of Restricted Common Stock, shares | 387,456 | |||||
Stock-based compensation expense | 1,125,209 | 1,125,209 | ||||
Amortization of unrecognized periodic pension costs | 43,302 | 43,302 | ||||
Foreign currency translation adjustment | 116,757 | 116,757 | ||||
Net income (loss) | (17,910,210) | (17,910,210) | ||||
Sale of Common Stock, net of issuance costs | $ 16,720 | 3,800,680 | 3,817,400 | |||
Sale of Common Stock, net of issuance costs, shares | 16,720,000 | |||||
Issuance of Preferred Stock, Series F Convertible, net of issuance costs | $ 3 | 2,999,997 | 3,000,000 | |||
Issuance of Preferred Stock, Series F Convertible, net of issuance costs, shares | 3,000 | |||||
Deemed dividend on Series F Preferred Stock and warrant | 4,910,894 | (4,910,894) | ||||
Ending balance, value at Sep. 30, 2023 | $ 6 | $ 117,880 | 167,523,676 | 170,142 | (134,374,548) | 33,437,156 |
Balance, shares at Sep. 30, 2023 | 6,275 | 117,878,831 | ||||
Beginning balance, value at Jun. 30, 2023 | $ 7 | $ 109,492 | 167,247,840 | 177,911 | (126,354,420) | 41,180,830 |
Balance, shares at Jun. 30, 2023 | 7,025 | 109,491,375 | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (1) | $ 3,000 | (2,999) | |||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (750) | 3,000,000 | ||||
Dividends of preferred stock series F | (49,122) | (49,122) | ||||
Conversion of warrants issued with promissory note and incremental value modification | $ 5,000 | 185,500 | 190,500 | |||
Conversion of warrants issued with promissory note and incremental value modification, shares | 5,000,000 | |||||
Issuance of Restricted Common Stock | $ 388 | (388) | ||||
Issuance of Restricted Common Stock, shares | 387,456 | |||||
Stock-based compensation expense | 142,845 | 142,845 | ||||
Amortization of unrecognized periodic pension costs | (742) | (742) | ||||
Foreign currency translation adjustment | (7,027) | (7,027) | ||||
Net income (loss) | (8,020,128) | (8,020,128) | ||||
Ending balance, value at Sep. 30, 2023 | $ 6 | $ 117,880 | $ 167,523,676 | $ 170,142 | $ (134,374,548) | $ 33,437,156 |
Balance, shares at Sep. 30, 2023 | 6,275 | 117,878,831 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation | 142,845 | 556,837 | 1,125,209 | 3,058,741 | |
Depreciation and amortization | 3,027,644 | 2,887,244 | |||
Defined benefit plan obligation and other | (188,653) | (148,851) | |||
Amortization of debt discount and warrant modification | 612,712 | ||||
Loss (Gain) on debt extinguishment | 1,523,867 | (6,486,899) | 1,523,867 | (6,486,899) | |
Goodwill impairment | 1,500,000 | $ 41,687,871 | |||
Lease impairment | 79,287 | ||||
Changes in assets and liabilities: | |||||
Accounts receivable, net | 223,208 | (396,617) | |||
Inventories, net | 660,208 | (2,221,569) | |||
Prepaid expenses and other current assets | 237,815 | 22,579 | |||
Accounts payable | 264,123 | (281,937) | |||
Accrued liabilities and other liabilities | (28,133) | (193,818) | |||
Contract liabilities | (169,352) | (307,610) | |||
Other | 212,606 | 433,357 | |||
Net cash used in operating activities | (8,829,669) | (15,168,736) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (95,004) | (250,379) | |||
Payment of acquisition-related liabilities | (6,610,900) | ||||
Capitalization of platform development costs | (297,596) | (635,568) | |||
Capitalization of internal use software costs | (171,516) | (565,894) | |||
Net cash used in investing activities | (564,116) | (8,062,741) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Sales of Common Stock, net of issuance costs | 3,817,400 | 4,583,341 | |||
Sale of Preferred Stock, Series F Convertible, net of issuance costs | 3,000,000 | 9,920,000 | |||
Exercise of stock options | 74,350 | ||||
Repayments on COVID loans | (87,052) | (173,313) | |||
Net cash provided by financing activities | 6,730,348 | 14,404,378 | |||
Effects of foreign exchange rates on cash flows | (86,257) | (460,980) | |||
Net decrease in cash | (2,749,694) | (9,288,079) | |||
Cash at beginning of period | 4,349,837 | 14,590,566 | 14,590,566 | ||
Cash at end of period | $ 1,600,143 | $ 5,302,487 | 1,600,143 | 5,302,487 | $ 4,349,837 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Interest cash paid | |||||
Income taxes paid | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Conversion of Preferred Stock, Series F Convertible to Common Stock | 7,305 | 5,950 | |||
Issuance of Restricted Common Stock | 388 | 316 | |||
Dividends on Series F Preferred Stock | 170,277 | 94,694 | |||
Deemed dividend on Series F Preferred stock and warrant | 4,910,894 | ||||
Stock consideration for senseFly Acquisition | 3,000,000 | ||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 |
Description of the Business and
Description of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Description Of Business And Basis Of Presentation | |
Description of the Business and Basis of Presentation | Note 1 – Description of the Business and Basis of Presentation Description of Business – Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People (“OOP”) in the United States, Canada, Brazil and the European Union. AgEagle’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what the Company believes is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when the Company acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products; an established global network of over 200 UAS resellers; and enterprise customers worldwide; these acquisitions also brought AgEagle a workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. In 2022, the Company succeeded in integrating all three acquired companies with AgEagle to form one global company focused on taking autonomous flight performance to a higher level. The business acquisitions completed by the Company during the year ended December 31, 2021 of 100% of the outstanding stock of MicaSense, Measure and senseFly, respectively, are collectively referred to as the “2021 Business Acquisitions.” The Company is currently headquartered in Wichita, Kansas, where it houses its sensor manufacturing operations and Lausanne, Switzerland where it operates its drone manufacturing operations. Basis of Presentation AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 1 – Description of the Business and Basis of Presentation - Continued The condensed consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc.; Measure Global, Inc.; senseFly S.A. and senseFly Inc. All significant intercompany balances and transactions have been eliminated in consolidation. A description of certain of the Company’s accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed with the SEC on Form 10-K for the year ended December 31, 2022. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. Liquidity and Going Concern 17,910,210 8,829,669 2,818,220 134,374,548 If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on additional obligations; and could be required to discontinue or significantly reduce the scope of its operations if no other means of financing operations are available. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Description Of Business And Basis Of Presentation | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) in all material respects and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Risks and Uncertainties Use of Estimates AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and accrued expenses, their carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the COVID Loans and promissory note are carried at face value, which approximates fair value. As of September 30, 2023, and December 31, 2022, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis. Inventories Cash Concentrations 250,000 250,000 Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive income (loss) net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. The Company’s software subscriptions to its platforms, HempOverview Ground Control AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. As of September 30, 2023 and December 31, 2022, respectively, contract liabilities represent $ 329,536 496,390 Internal-use Software Costs Internal-Use Software As of September 30, 2023 and December 31, 2022, capitalized software costs for internal-use software related to the Company’s implementation of its enterprise resource planning (“ERP”) software, totaled $ 640,448 721,795 Further, capitalized software costs for internal-use software include costs incurred in connection with our HempOverview Ground Control which 1,100,734 1,332,516 Goodwill and Intangible Assets As of September 30, 2023 and December 31, 2022, the goodwill balance was $ 21,679,411 23,179,411 We use a quantitative approach when testing goodwill. To perform the quantitative impairment test, we compare the fair value of a reporting unit to it’s carrying value, including goodwill. If the fair value of a reporting unit exceeds it’s carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies - Continued Due to a significant decline in our market capitalization and overall economic conditions, as well as the performance of the business, during the third quarter of 2023 we performed a quantitative goodwill impairment test at September 30, 2023 on both our reporting units that had goodwill balances recorded, SaaS and Sensors. Based on this analysis, we concluded that the carrying value of the SaaS reporting unit exceeded its estimated fair value and we recognized a goodwill impairment charge of $ 1,500,000 41,687,871 Our goodwill balance, after the impairment, of approximately $ 21.7 19 2.7 As of September 30, 2023 and December 31, 2022, our intangible assets balance was $ 9,242,659 11,507,653 As of September 30, 2023 and December 31, 2022, the Company deemed that no impairment was indicated for the carrying value of the finite-lived intangible assets. Foreign Currency Shipping Costs 68,966 75,074 191,447 220,049 Advertising Costs 44,701 139,480 113,119 303,862 Vendor Concentrations Loss Per Common Share and Potentially Dilutive Securities – 0.001 419,722 2,777,732 48,351,747 6,275 25,100,000 629,367 2,484,373 6,311 10,179,032 16,129,032 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies – Continued Segment Reporting Segment Reporting The Company has determined that it operates in four segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. ● Corporate, which comprises corporate costs only. New Accounting Pronouncements Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Balance Sheets
Balance Sheets | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheets | |
Balance Sheets | Note 3 – Balance Sheets Accounts Receivable, Net As of September 30, 2023 and December 31, 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net September 30, 2023 December 31, 2022 Accounts receivable $ 2,110,725 $ 2,229,840 Less: Provision for doubtful accounts (95,680 ) (16,800 ) Accounts receivable, net $ 2,015,045 $ 2,213,040 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets – Continued Inventories, Net As of September 30, 2023 and December 31, 2022, inventories, net consist of the following: Schedule of Inventories September 30, 2023 December 31, 2022 Raw materials $ 4,334,765 $ 5,288,206 Work-in process 714,596 1,106,056 Finished goods 1,412,710 614,400 Gross inventories 6,462,071 7,008,662 Less: Provision for excess and obsolescence reserve (398,136 ) (322,815 ) Inventories, net $ 6,063,935 $ 6,685,847 Prepaid and Other Current Assets As of September 30, 2023 and December 31, 2022, prepaid and other current assets, consist of the following: Schedule of Prepaid and Other Current Assets September 30, 2023 December 31, 2022 Prepaid inventories $ 171,017 $ 281,484 Prepaid software licenses and annual fees 244,628 184,429 Prepaid rent 98,751 234,691 Prepaid insurance 199,046 167,794 Prepaid VAT charges 41,030 99,558 Prepaid other and other current assets 77,716 61,592 Prepaid and other current assets $ 832,188 $ 1,029,548 Property and Equipment, Net As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Useful Life September 30, December 31, Estimated Useful Life September 30, December 31, Type (Years) 2023 2022 Leasehold improvements 3 5 $ 106,837 $ 106,837 Production tools and equipment 5 730,565 632,514 Computer and office equipment 3 5 514,613 507,637 Furniture 5 73,452 77,799 Drone equipment 3 170,109 170,109 Property and equipment 1,595,576 1,494,896 Less: Accumulated depreciation (997,612 ) (703,741 ) Property and equipment, net $ 597,964 $ 791,155 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets – Continued Property and Equipment Depreciation Expense Schedule of Property and Equipment Depreciation Expense Type 2023 2022 2023 2022 Classification within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended For the Nine Months Ended Type 2023 2022 2023 2022 Cost of sales $ — $ 61,747 $ — $ 199,555 General and administrative 93,614 48,429 293,538 138,271 Depreciation expense $ 93,614 $ 110,176 $ 293,538 $ 337,826 Intangible Assets, Net As of September 30, 2023 and December 31, 2022, intangible assets, net, other than goodwill, consist of the following: Schedule of Intangible Assets, net Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Balance as of Intellectual property/technology 5 7 $ 4,473,861 $ — $ (606,726 ) $ 3,867,135 Customer base 3 10 2,885,657 — (853,248 ) 2,032,409 Tradenames and trademarks 5 10 1,757,891 — (155,958 ) 1,601,933 Non-compete agreement 2 4 335,933 — (335,933 ) — Platform development costs 3 1,332,516 297,596 (529,378 ) 1,100,734 Internal use software costs 3 721,795 171,516 (252,863 ) 640,448 Intangibles assets, net $ 11,507,653 $ 469,112 $ (2,734,106 ) $ 9,242,659 As of September 30, 2023, the weighted average remaining amortization period in years is 4.07 919,774 932,880 2,734,106 2,549,418 For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total For the Years Ending December 31, Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/technology $ 202,242 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 3,867,135 Customer base 284,417 889,364 141,145 141,145 141,145 435,193 2,032,409 Tradenames and trademarks 51,986 207,944 207,944 207,944 207,944 718,171 1,601,933 Platform development costs 190,040 586,950 281,613 42,131 — — 1,100,734 Internal use software costs 83,192 355,947 180,461 20,848 — — 640,448 Intangible assets, net $ 811,877 $ 2,849,173 $ 1,620,131 $ 1,221,036 $ 1,158,057 $ 1,582,385 $ 9,242,659 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets - Continued Accrued Liabilities As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Accrued purchases and customer deposits $ 220,784 $ 102,319 Accrued compensation and related liabilities 406,739 774,916 Provision for warranty expense 279,394 288,807 Accrued dividends 342,873 172,596 Accrued interest 236,172 — Accrued professional fees 138,250 262,737 Other 26,397 79,331 Total accrued liabilities $ 1,650,609 $ 1,680,706 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Receivable | |
Notes Receivable | Note 4 – Notes Receivable Valqari On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement (the “Manufacturing Agreement”) to produce a patented Drone Delivery Station for Valqari, LLC (“Valqari), the Company entered into, as payee, a Convertible Promissory Note pursuant to which the Company made a loan to Valqari in the principal aggregate amount of $ 500,000 The Note matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that had accrued, but remained, unpaid was due. The Note provides for an automatic six-month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $ 15,000,000 The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date or Extended Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter. On the Maturity Date, AgEagle demanded payment of the Note, including accrued interest, however, Valqari alleged that the Maturity Date was automatically extended to October 14, 2021 (“Extended Maturity Date”), for an additional six months. Upon the Extended Maturity Date, AgEagle demanded payment of the Note, including accrued interest; however, Valqari sought a substantial discount on the amount due under the Note to compensate for alleged breaches by AgEagle under the Manufacturing Agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the Manufacturing Agreement, in addition to the amount due under the Note. On November 24, 2021, Valqari made a payment of principal on the Note of $ 315,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
COVID Loans
COVID Loans | 9 Months Ended |
Sep. 30, 2023 | |
Covid Loans | |
COVID Loans | Note 5 – COVID Loans In connection with the senseFly Acquisition, the Company assumed the obligations for two COVID Loans originally made by the SBA to senseFly S.A. on July 27, 2020 (“senseFly COVID Loans”). As of senseFly Acquisition Date, the fair value of the COVID Loan was $ 1,440,046 87,052 no 815,906 As of September 30, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 (rest of year) $ 58,487 2024 306,722 2025 180,064 2026 90,213 2027 180,420 Total $ 815,906 |
Promissory Note and Warrant
Promissory Note and Warrant | 9 Months Ended |
Sep. 30, 2023 | |
Promissory Note And Warrant | |
Promissory Note and Warrant | Note 6 – Promissory Note and Warrant On December 6, 2022, the Company entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an institutional investor (the “Investor”) which is an existing shareholder of the Company. Pursuant to the terms of the Promissory Note Purchase Agreement, the Company has agreed to issue to the Investor (i) an 8% original issue discount promissory note (the “Note”) in the aggregate principal amount of $ 3,500,000 5,000,000 0.44 4 8 3,285,000 140,000 75,000 The Company determined the estimated fair value of the common stock warrants issued with the Note to be $ 1,847,200 470-20 Debt 1,182,349 1,397,350 135.8 3.73 0 Beginning June 1, 2023, and on the first business day of each month thereafter, the Company shall pay 1/20 th 175,000 3,300,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 6 – Promissory Note and Warrant – Continued On August 14, 2023, the Company and Investor entered into a Note Amendment Agreement due to the Company not making the Monthly Amortization Payments for the months of June – August 2023. Pursuant to the Note Amendment Agreement, the parties agreed to amend the Note as follows: (i) defer payment of the Monthly Amortization Payments for June 2023, July 2023 and August 2023 in the aggregate amount of $ 525,000 175,000 (ii) increase the principal amount of the Note by $ 595,000 4,095,000 The Note Amendment Agreement resulted in a debt extinguishment due to the modified terms of the Note being substantially different than the original terms primarily due to the substantial increase in principal of $ 595,000 1,523,867 4,095,000 2,571,133 3,500,000 928,867 On September 15, 2023, the Company and Investor entered into a Warrant Exchange Agreement pursuant to which the Company agreed to issue to the Investor 5,000,000 190,500 .19 .44 0 129 4.45 On October 5, 2023, the Company and the Investor entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following: (i) the Deferred Payments shall be due and payable on December 15, 2023; (ii) the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023, shall be deferred and made part of the Amortization Payments commencing in January 2024; and (iii) 50 2,000,000 During the three and nine months ended September 30, 2023, the Company recognized $ 84,443 412,188 0 During the three and nine months ended September 30, 2023, the Company recorded $ 75,950 236,172 236,172 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 6 – Promissory Note and Warrant – Continued As of September 30, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of principal payments due Year ending December 31, 2023 (rest of year) $ 525,000 2024 3,570,000 Total $ 4,095,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders Equity | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Common Stock and Warrant Transaction On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company has agreed to issue and sell to Investors (i) 16,720,000 0.25 25,080,000 0.38 4,180,000 5.5 16,720,000 3,817,400 25,080,000 0.38 Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 90 day period following the date of the execution of the Purchase Agreement, the Company will not (i) issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents, subject to certain exceptions, or (ii) file any registration statement or any amendment or supplement thereto relating to the offering or resale of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of Company, subject to certain exceptions. From the date of the execution of the Purchase Agreement until the six (6) month anniversary of the date of closing, neither the Company nor any Subsidiary shall effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction, subject to certain exceptions. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued For twelve (12) months following the closing date of the Offering, in the event the Company or any of its subsidiaries proposes to offer and sell shares of Common Stock or common stock equivalents (the “Offered Securities”) to investors primarily for capital raising purposes (each, a “Future Offering”), the Investors shall have the right, but not the obligation, to participate in each such Future Offering in an amount of up to 50 The Offering Shares were issued pursuant to a prospectus supplement and was filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2023, and the prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-252801), which was filed with the Commission on April 23, 2021, and was declared effective on May 6, 2021. The Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered under the Securities Act, or applicable state securities laws. The Warrants were issued on the date of closing. The exercise price of the Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transaction, as described in the Warrants, but has no anti-dilution protection provisions. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the Warrant Shares. The Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 4.99 9.99 Pursuant to the terms of the Purchase Agreement, the Company filed a registration statement on Form S-1 Registration No. 333-273332), which was declared effective on July 27, 2023, providing for the resale by the Investors of the Warrant Shares issuable upon exercise of the Warrants. In connection with the Offering, the Company also entered into a Lock-up Agreement with the Investors and each officer and director of the Company (collectively, the “Shareholders”), for the benefit of the Investors, with respect to the shares beneficially owned the Shareholders. The restrictions on the disposition of the shares was for a period of 30 days from the date of the closing of the Offering, except for the continuous use of any existing Rule 10b5-1 trading plan and other customary exceptions. Preferred Series F Convertible Stock and Warrant Transaction On June 26, 2022 (the “Series F Closing Date”), the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha Capital Anstalt (“Alpha”). Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 10,000 10,000,000 9,920,000 10,000 16,129,032 0.62 1,000 5 In connection with the Series F Agreement, the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 10,000,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Alpha has the right, subject to certain conditions, including shareholder approval, which was obtained on February 3, 2023, to purchase up to $ 25,000,000 Commencing from the Series F Closing Date and for a period of six months thereafter, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Alpha will have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $0.44 from $ 0.62 0.96 565,161 1,680,216 2,245,377 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the December Down Round Trigger and the fair value of the Series F Warrants after December Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 150 3.77 0 On March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional 3,000 2,381 1,000 0.42 7,142,715 0.42 3,000,000 As a result of issuing the additional 3,000 0.42 0.44 38,226 217,750 255,976 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the March Down Round Trigger and the fair value of the Series F Warrants after March Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 131 4.46 0 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Upon the issuance of the Offering Shares and Warrants on June 8, 2023, a down round or anti-dilution trigger event occurred resulting in the conversion price of the remaining Series F Preferred Stock and the exercise price of the Series F Warrants adjusting down from $ 0.42 0.25 787,823 3,867,095 4,654,918 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the down round trigger and the fair value of the Series F Warrants after down round trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 2.5 106 4.28 0 All deemed dividends to the Series F stockholder were recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total comprehensive loss attributable to Common Stockholders in computing earnings per share on the condensed consolidated statements of operations and comprehensive income (loss). During the three and nine months ended September 30, 2023, Alpha converted 750 2,588 3,000,000 7,304,762 49,122 170,277 1,000 As of September 30, 2023, the Company has outstanding common stock warrants of 48,351,747 .25 .38 At-the-Market Sales Agreement In accordance with a May 25, 2021, at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 1.04 1.18 4,583,341 141,754 Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 3,000,000 Acquisition of Measure Pursuant to the terms of the Measure Acquisition Purchase Agreement (the “Purchase Agreement”) the Company issued an aggregate of 5,319,145 997,338 997,338 498,669 498,669 2,812,500 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Exercise of Common Stock Options For the three and nine months ended September 30, 2023, there was no exercise of stock options. For the three and nine months ended September 30, 2022, 35,000 185,000 0.31 0.41 74,350 Stock-based Compensation The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2023, the Company recorded $ 142,845 1,125,209 556,837 3,058,741 Pension Costs senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments. The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of December 31, 2022, provided by GMP. The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan liabilities. For the three and nine months ended September 30, 2023, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were $ (742 43,302 97,846 100,487 Restricted Stock Units For the nine months ended September 30, 2023, a summary of RSU activity is as follows: Summary of RSU Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 2,000,645 0.36 Canceled (152,253 ) 1.58 Vested and released (387,456 ) 0.38 Outstanding as of September 30, 2023 2,489,896 $ 1.08 Vested as of September 30, 2023 2,070,174 $ 1.01 Unvested as of September 30, 2023 419,722 $ 1.43 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity - Continued For the nine months ended September 30, 2023, the aggregate fair value of RSU awards at the time of vesting was $ 710,769 For the three and nine months ended September 30, 2023, the Company recognized $ 86,905 821,321 72,542 For the nine months ended September 30, 2022, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 457,091 1.18 Canceled (168,250 ) 2.81 Vested and released (429,107 ) 3.44 Outstanding as of September 30, 2022 1,006,984 $ 2.90 Vested as of September 30, 2022 377,617 $ 3.72 Unvested as of September 30, 2022 629,367 $ 2.41 For the nine months ended September 30, 2022, the aggregate fair value of RSU awards at the time of vesting was $ 538,198 For the three and nine months ended September 30, 2022, the Company recognized $ 221,925 1,786,517 540,635 Issuance of RSUs to Current Officers and Directors of the Company On September 29, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), in lieu of the payment of $ 15,000 45,000 88,235 264,705 45,000 30,000 90,000 15,300 5,100 On May 11, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 968,690 On March 29, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 640,000 For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 60,300 700,205 0.17 0.42 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Stock Options For the nine months ended September 30, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 325,000 0.32 0.15 3.02 — Expired/Forfeited (108,499 ) 4.46 2.47 — — Outstanding as of September 30, 2023 2,777,732 $ $ 1.88 $ 1.02 2.84 $ 6,194 Exercisable as of September 30, 2023 2,297,691 $ 2.18 $ 1.18 2.53 $ 6,194 For the three and nine months ended September 30, 2023, the Company recognized $ 55,940 303,888 100,971 For the nine months ended September 30, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 395,000 0.76 0.36 3.02 — Exercised (185,000 ) 0.40 0.29 — 10,750 Expired/Forfeited (267,294 ) 6.22 3.34 — — Outstanding as of September 30, 2022 2,484,373 $ 2.37 $ 1.29 3.47 $ 89,334 Exercisable as of September 30, 2022 1,836,095 $ 2.42 $ 1.33 3.16 $ 89,334 For the three and nine months ended September 30, 2022, the Company recognized $ 345,606 1,272,226 741,497 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of September 30, 2023 (for outstanding options), less the applicable exercise price. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued For the nine months ended September 30, 2023 and 2022, the significant assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Significant Weighted Average Assumptions September 30, 2023 2022 Stock price $ 0.32 $ 0.46 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.84. % Risk-free interest rate 4.22 % 3.25 % Issuances of Options to Officers On September 30, 2023, the Company issued to officers options to purchase 50,000 0.17 3,750 5 0.08 On June 30, 2023, the Company issued to directors and officers options to purchase 125,000 0.23 13,000 1,625 1,642 0.10 On March 31, 2023, the Company issued to directors and officers options to purchase 150,000 0.45 31,350 3,919 7,880 0.21 Cancellations of Options For the three and nine months ended September 30, 2023, as a result of employee terminations and options expirations, stock options aggregating 51,250 108,499 91,453 267,726 67,875 267,294 237,926 892,227 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 8 – Leases Operating Leases In May 2023, the Company executed a sublease agreement for their facility located in Seattle, Washington; however, the Company remains the primary obligor under the original lease. The sublease commenced June 1, 2023 and requires a total of $ 433,137 79,287 24,284 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 8 – Leases – Continued For the three and nine months ended September 30, 2023, and 2022, operating lease expense payments were $ 267,745 791,558 326,542 1,254,893 As of September 30, 2023 and December 31, 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's operating leases Balance Sheet Location September 30, 2023 December 31, 2022 Right of use assets $ 3,498,051 $ 3,952,317 Current portion of lease liabilities $ 840,535 $ 628,113 Long-term portion lease liabilities $ 2,756,056 $ 3,161,703 As of September 30, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Company's lease liabilities Year Ending December 31, 2023 (rest of year) $ 312,009 2024 1,032,155 2025 1,038,228 2026 816,405 2027 730,781 Thereafter 182,695 Total future minimum lease payments, undiscounted 4,112,273 Less: Amount representing interest (515,682 ) Present value of future minimum lease payments $ 3,596,591 Present value of future minimum lease payments – current $ 840,535 Present value of future minimum lease payments – long-term $ 2,756,056 As of September 30, 2023 and December 31, 2022, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of weighted average lease-term and discount rate leases Other Information September 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years) 4.1 4.8 Weighted-average discount rate 6.0 % 6.0 % For the three and nine months ended September 30, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information Other Information 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended Other Information 2023 2022 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 262,445 $ 326,542 $ 790,783 $ 1,245,893 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 9 – Warrants Warrants Issued On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited and institutional investors (the “Investors”) pursuant to which the Company issued warrants to purchase up to 25,080,000 0.38 On March 9, 2023, the Company received an Investor Notice from Alpha (described above in Note 8) resulting in the issuance of a Common Stock warrant to purchase up to 7,142,715 0.42 3,000,000 0.25 On December 6, 2022, the Company entered into a Promissory Note Purchase Agreement (described above in Note 7), pursuant to which the Company issued the right to purchase up to 5,000,000 0.44 On September 15, 2023, the Company and the Investor entered into a Warrant Exchange Agreement pursuant to which the Company has agreed to issue to the Investor 5,000,000 On June 26, 2022, the Company entered into a Securities Purchase Agreement (described above in Note 7) with Alpha. In connection with the Series F Agreement the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 5,000,000 0.44 0.44 0.42 0.25 A summary of activity related to warrants for the periods presented is as follows: Schedule of summary of activity related to warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 0.29 * — Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.29 * — Issued - March 2023 7,142,715 0.25 * — Issued - June 2023 25,080,000 0.38 — Exercised (5,000,000 ) 0.44 — Outstanding as of September 30, 2023 48,351,747 0.32 * 3.81 Exercisable as of September 30, 2023 23,271,747 0.25 * 2.31 * Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). As of September 30, 2023, the intrinsic value of the warrants was nil AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments And Contingencies | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Existing Employment and Board Agreements The Company has various employment agreements with certain of its executive officers and directors that serve as Board members, which it considers normal and in the ordinary course of business. The Company has no other formal employment agreements with our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of our named executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possible that the Company will enter into formal employment agreements with its executive officers in the future. Purchase Commitments The Company routinely places orders for manufacturing services and materials. As of September 30, 2023, the Company had purchase commitments of $ 2,126,081 3,155,867 SEC Administrative Proceeding The Securities and Exchange Commission announced on September 27,2023 a cease and desist order against officers, directors, and major shareholders of public companies for failing to timely report information about their holdings and transactions in company stock. The charges stem from an SEC enforcement initiative focused on violations of Section 16(a) of the Exchange Act pursuant to which company insiders are required to file certain reports regarding their holdings and transactions in company stock. The Company cooperated with the requests for for documents, and information regarding various transactions and disclosures going back to 2018. On September 27 2023, the SEC issued an Order instituting cease-and-desist proceedings against AgEagle and its former Chief Financial Officer. Without admitting or denying the findings, the Company agreed to cease and desist from further Section 13(a) and Section 16(a) violations and to pay $ 190,000 125,000 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Segment Information | Note 11 – Segment Information Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right of use assets and other assets. As of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, respectively, information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of September 30, 2023 Goodwill $ — $ — $ 18,972,896 $ 2,706,515 $ 21,679,411 Assets $ 2,660,979 $ 12,383,293 $ 25,495,556 $ 5,510,659 $ 46,050,487 As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Condensed Consolidated Operating Results Schedule of Net (Loss) Income Corporate Drones Sensors SaaS Total Three Months Ended September 30, 2023 Revenues $ — $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Cost of sales — 990,413 990,457 288,988 2,269,858 Income (loss) from operations (3,229,837 ) (2,288,870 ) 168,820 (640,226 ) (5,990,113 ) Other income (expense), net (2,063,936 ) 35,322 (960 ) (441 ) (2,030,015 ) Net income (loss) $ (5,293,773 ) $ (2,253,548 ) $ 167,860 $ (640,667 ) $ (8,020,128 ) Three Months Ended September 30, 2022 Revenues $ — $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 Cost of sales — 1,180,612 1,851,089 375,872 3,407,573 Income (loss) from operations (2,233,559 ) (2,688,835 ) 592,795 (817,731 ) (5,147,330 ) Other income (expense), net 6,488,327 327,066 (1,819 ) (1,292 ) 6,812,282 Net income (loss) $ 4,254,768 $ (2,361,769 ) $ 590,976 $ (819,023 ) $ 1,664,952 Corporate Drones Sensors SaaS Total Nine Months Ended September 30, 2023 Revenues $ — $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Cost of sales — 2,580,305 3,213,058 801,610 6,594,973 Income (loss) from operations (7,240,686 ) (6,626,668 ) 328,404 (1,484,110 ) (15,023,060 ) Other expense, net (2,559,654 ) (326,032 ) (960 ) (504 ) (2,887,150 ) Net income (loss) $ (9,800,340 ) $ (6,952,700 ) $ 327,444 $ (1,484,614 ) $ (17,910,210 ) Nine Months Ended September 30, 2022 Revenues $ — $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 Cost of sales — 4,339,712 3,578,184 704,540 8,622,436 Loss from operations (8,194,751 ) (7,204,483 ) (217,328 ) (2,401,289 ) (18,017,851 ) Other income (expense), net 6,491,117 3,114 (3,638 ) (6,098 ) 6,484,495 Net loss $ (1,703,634 ) $ (7,201,369 ) $ (220,966 ) $ (2,407,387 ) $ (11,533,356 ) Revenues by Geographic Area Schedule of geographical revenues Drones Sensors SaaS Total Three Months Ended September 30, 2023 North America $ 547,012 $ 570,170 $ 57,447 $ 1,174,629 Latin America 383,232 80,873 38,196 502,301 Europe, Middle East and Africa 628,768 752,583 661 1,382,012 Asia Pacific 68,165 342,502 4,739 415,406 Other — 9,584 — 9,584 Total $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Three Months Ended September 30, 2022 North America $ 1,191,083 $ 1,182,218 $ 152,507 $ 2,525,808 Europe, Middle East and Africa 603,443 1,250,610 — 1,854,053 Asia Pacific 286,884 696,954 — 983,838 Other — 127,015 — 127,015 Total $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Drones Sensors SaaS Total Nine Months Ended September 30, 2023 North America $ 1,701,100 $ 1,783,481 $ 303,593 $ 3,788,174 Latin America 1,256,429 221,334 38,197 1,515,960 Europe, Middle East and Africa 1,714,967 2,611,108 661 4,326,736 Asia Pacific 188,764 949,040 4,738 1,142,542 Other — 45,801 — 45,801 Total $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Nine Months Ended September 30, 2022 North America $ 4,473,236 $ 2,350,426 $ 480,085 $ 7,303,747 Europe, Middle East and Africa 2,606,120 2,400,744 — 5,006,864 Asia Pacific 777,217 1,241,632 — 2,018,849 Other — 291,105 — 291,105 Total $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 12 – Subsequent Events Second Amendment to 8% Original Issue Discount Promissory Note On October 5, 2023, the Company and Alpha Capital Anstalt (the “Investor”) entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following:(i) the Deferred Payments (defined in the Note Amendment Agreement) shall be due and payable on December 15, 2023; (ii) the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023 shall be deferred and made part of the Amortization Payments commencing in January 2024; and (iii) 50 2,000,000 Notice of Special Meeting of Stockholders On October 10, 2023, the Company filed a Definitive Proxy Statement on Schedule 14A with the SEC, providing notice of a Special Meeting of the Shareholders to be held on November 14, 2023 at 11:00 AM local time at 700 NW 1 st (1) To authorize the Board of Directors (the “Board”), at the discretion of the Board, to file an amendment to the Company’s Articles of Incorporation, as amended to date, to authorize a reverse stock split of the Company’s Common Stock with a ratio in the range between and including 1-for-10 shares and 1-for-20 shares AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 12 – Subsequent Events - Continued (2) To amend the Company’s 2017 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan from 10,000,000 15,000,000 (3) To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing Proposals (the “Adjournment Proposal”). The Company will also consider any other business that properly comes before the Special Meeting. Shareholders of record of the Company’s Common Stock at the close of business on October 6, 2023 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers As previously reported, on August 15, 2023, AgEagle Aerial Systems Inc. (the “Company”) received notice (“Notice”) from Ms. Nicole Fernandez-McGovern, the Company’s then current Chief Financial Officer, that she will be exiting the Company and the Board accepted her Notice as a voluntary resignation and not of termination for Good Reason. The Board of Directors, under the terms of her employment offer letter, agreed to allow Ms. Fernandez-McGovern to continue as Chief Financial Officer for a period of up to 90 days after the Notice. Ms. Fernandez-McGovern last day was effective October 13, 2023, after approximately 59 days of service. Effective October 13, 2023, Mr. Mark DiSiena was appointed as the Company’s principal financial and accounting officer and serve as Interim Chief Financial Officer until such time as his successor is determined by the Board of Directors. Mr. DiSiena had been our Company’s financial consultant since October 2, 2023. In his role as principal financial and accounting officer, he is replacing Ms. Nicole Fernandez-McGovern whose last day of employment, as determined by the Board of Directors was October 13, 2023. Pursuant to the terms of the Statement of Work Agreement by and between the Company and Mr. DiSiena (the “Agreement”), the Company paid Mr. DiSiena $250 per hour not to exceed 40 hours per week, unless written approval is obtained, for services initially provided in his role as a consultant to the Company as outlined in the addendum to the Agreement. This Agreement and the compensation terms thereunder, will continue in effect with Mr. DiSiena’s appointment to the role as Interim Chief Financial Officer. There is no family relationship between Mr. DiSiena and any other executive officer or director of the Company. There have been no related transactions, and none are currently proposed between or among Mr.DiSiena, the Company, executive officer, director, promoter or control person. Grant Begley, an independent member of the Board of Directors since June 2016, has been elected Chairman of the Board; and former Chairman Barrett Mooney will continue to serve as AgEagle’s Chief Executive Officer and as a member of the Board. See also Note 6 – Promissory Note for a Second Note Amendment Agreement executed on October 5, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Description Of Business And Basis Of Presentation | |
Risks and Uncertainties | Risks and Uncertainties |
Use of Estimates | Use of Estimates AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and accrued expenses, their carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the COVID Loans and promissory note are carried at face value, which approximates fair value. As of September 30, 2023, and December 31, 2022, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis. |
Inventories | Inventories |
Cash Concentrations | Cash Concentrations 250,000 250,000 |
Revenue Recognition and Concentration | Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive income (loss) net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. The Company’s software subscriptions to its platforms, HempOverview Ground Control AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. As of September 30, 2023 and December 31, 2022, respectively, contract liabilities represent $ 329,536 496,390 |
Internal-use Software Costs | Internal-use Software Costs Internal-Use Software As of September 30, 2023 and December 31, 2022, capitalized software costs for internal-use software related to the Company’s implementation of its enterprise resource planning (“ERP”) software, totaled $ 640,448 721,795 Further, capitalized software costs for internal-use software include costs incurred in connection with our HempOverview Ground Control which 1,100,734 1,332,516 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of September 30, 2023 and December 31, 2022, the goodwill balance was $ 21,679,411 23,179,411 We use a quantitative approach when testing goodwill. To perform the quantitative impairment test, we compare the fair value of a reporting unit to it’s carrying value, including goodwill. If the fair value of a reporting unit exceeds it’s carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies - Continued Due to a significant decline in our market capitalization and overall economic conditions, as well as the performance of the business, during the third quarter of 2023 we performed a quantitative goodwill impairment test at September 30, 2023 on both our reporting units that had goodwill balances recorded, SaaS and Sensors. Based on this analysis, we concluded that the carrying value of the SaaS reporting unit exceeded its estimated fair value and we recognized a goodwill impairment charge of $ 1,500,000 41,687,871 Our goodwill balance, after the impairment, of approximately $ 21.7 19 2.7 As of September 30, 2023 and December 31, 2022, our intangible assets balance was $ 9,242,659 11,507,653 As of September 30, 2023 and December 31, 2022, the Company deemed that no impairment was indicated for the carrying value of the finite-lived intangible assets. |
Foreign Currency | Foreign Currency |
Shipping Costs | Shipping Costs 68,966 75,074 191,447 220,049 |
Advertising Costs | Advertising Costs 44,701 139,480 113,119 303,862 |
Vendor Concentrations | Vendor Concentrations |
Loss Per Common Share and Potentially Dilutive Securities | Loss Per Common Share and Potentially Dilutive Securities – 0.001 419,722 2,777,732 48,351,747 6,275 25,100,000 629,367 2,484,373 6,311 10,179,032 16,129,032 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies – Continued |
Segment Reporting | Segment Reporting Segment Reporting The Company has determined that it operates in four segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. ● Corporate, which comprises corporate costs only. |
New Accounting Pronouncements | New Accounting Pronouncements Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Balance Sheets (Tables)
Balance Sheets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheets | |
Schedule of Accounts Receivable, Net | As of September 30, 2023 and December 31, 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net September 30, 2023 December 31, 2022 Accounts receivable $ 2,110,725 $ 2,229,840 Less: Provision for doubtful accounts (95,680 ) (16,800 ) Accounts receivable, net $ 2,015,045 $ 2,213,040 |
Schedule of Inventories | As of September 30, 2023 and December 31, 2022, inventories, net consist of the following: Schedule of Inventories September 30, 2023 December 31, 2022 Raw materials $ 4,334,765 $ 5,288,206 Work-in process 714,596 1,106,056 Finished goods 1,412,710 614,400 Gross inventories 6,462,071 7,008,662 Less: Provision for excess and obsolescence reserve (398,136 ) (322,815 ) Inventories, net $ 6,063,935 $ 6,685,847 |
Schedule of Prepaid and Other Current Assets | As of September 30, 2023 and December 31, 2022, prepaid and other current assets, consist of the following: Schedule of Prepaid and Other Current Assets September 30, 2023 December 31, 2022 Prepaid inventories $ 171,017 $ 281,484 Prepaid software licenses and annual fees 244,628 184,429 Prepaid rent 98,751 234,691 Prepaid insurance 199,046 167,794 Prepaid VAT charges 41,030 99,558 Prepaid other and other current assets 77,716 61,592 Prepaid and other current assets $ 832,188 $ 1,029,548 |
Schedule of Property and Equipment, Net | As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Useful Life September 30, December 31, Estimated Useful Life September 30, December 31, Type (Years) 2023 2022 Leasehold improvements 3 5 $ 106,837 $ 106,837 Production tools and equipment 5 730,565 632,514 Computer and office equipment 3 5 514,613 507,637 Furniture 5 73,452 77,799 Drone equipment 3 170,109 170,109 Property and equipment 1,595,576 1,494,896 Less: Accumulated depreciation (997,612 ) (703,741 ) Property and equipment, net $ 597,964 $ 791,155 |
Schedule of Property and Equipment Depreciation Expense | Schedule of Property and Equipment Depreciation Expense Type 2023 2022 2023 2022 Classification within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended For the Nine Months Ended Type 2023 2022 2023 2022 Cost of sales $ — $ 61,747 $ — $ 199,555 General and administrative 93,614 48,429 293,538 138,271 Depreciation expense $ 93,614 $ 110,176 $ 293,538 $ 337,826 |
Schedule of Intangible Assets, net | As of September 30, 2023 and December 31, 2022, intangible assets, net, other than goodwill, consist of the following: Schedule of Intangible Assets, net Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Balance as of Intellectual property/technology 5 7 $ 4,473,861 $ — $ (606,726 ) $ 3,867,135 Customer base 3 10 2,885,657 — (853,248 ) 2,032,409 Tradenames and trademarks 5 10 1,757,891 — (155,958 ) 1,601,933 Non-compete agreement 2 4 335,933 — (335,933 ) — Platform development costs 3 1,332,516 297,596 (529,378 ) 1,100,734 Internal use software costs 3 721,795 171,516 (252,863 ) 640,448 Intangibles assets, net $ 11,507,653 $ 469,112 $ (2,734,106 ) $ 9,242,659 |
Schedule of Intangible Assets Future Amortization Expenses | For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total For the Years Ending December 31, Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/technology $ 202,242 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 3,867,135 Customer base 284,417 889,364 141,145 141,145 141,145 435,193 2,032,409 Tradenames and trademarks 51,986 207,944 207,944 207,944 207,944 718,171 1,601,933 Platform development costs 190,040 586,950 281,613 42,131 — — 1,100,734 Internal use software costs 83,192 355,947 180,461 20,848 — — 640,448 Intangible assets, net $ 811,877 $ 2,849,173 $ 1,620,131 $ 1,221,036 $ 1,158,057 $ 1,582,385 $ 9,242,659 |
Schedule of Accrued Expenses | As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Accrued purchases and customer deposits $ 220,784 $ 102,319 Accrued compensation and related liabilities 406,739 774,916 Provision for warranty expense 279,394 288,807 Accrued dividends 342,873 172,596 Accrued interest 236,172 — Accrued professional fees 138,250 262,737 Other 26,397 79,331 Total accrued liabilities $ 1,650,609 $ 1,680,706 |
COVID Loans (Tables)
COVID Loans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Covid Loans | |
Schedule of Maturity of SenseFly Covid Loans | As of September 30, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 (rest of year) $ 58,487 2024 306,722 2025 180,064 2026 90,213 2027 180,420 Total $ 815,906 |
Promissory Note and Warrant (Ta
Promissory Note and Warrant (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Promissory Note And Warrant | |
Schedule of principal payments due | As of September 30, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of principal payments due Year ending December 31, 2023 (rest of year) $ 525,000 2024 3,570,000 Total $ 4,095,000 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders Equity | |
Summary of RSU Activity | For the nine months ended September 30, 2023, a summary of RSU activity is as follows: Summary of RSU Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 2,000,645 0.36 Canceled (152,253 ) 1.58 Vested and released (387,456 ) 0.38 Outstanding as of September 30, 2023 2,489,896 $ 1.08 Vested as of September 30, 2023 2,070,174 $ 1.01 Unvested as of September 30, 2023 419,722 $ 1.43 Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 457,091 1.18 Canceled (168,250 ) 2.81 Vested and released (429,107 ) 3.44 Outstanding as of September 30, 2022 1,006,984 $ 2.90 Vested as of September 30, 2022 377,617 $ 3.72 Unvested as of September 30, 2022 629,367 $ 2.41 |
Summary of Options Activity | For the nine months ended September 30, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 325,000 0.32 0.15 3.02 — Expired/Forfeited (108,499 ) 4.46 2.47 — — Outstanding as of September 30, 2023 2,777,732 $ $ 1.88 $ 1.02 2.84 $ 6,194 Exercisable as of September 30, 2023 2,297,691 $ 2.18 $ 1.18 2.53 $ 6,194 For the nine months ended September 30, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 395,000 0.76 0.36 3.02 — Exercised (185,000 ) 0.40 0.29 — 10,750 Expired/Forfeited (267,294 ) 6.22 3.34 — — Outstanding as of September 30, 2022 2,484,373 $ 2.37 $ 1.29 3.47 $ 89,334 Exercisable as of September 30, 2022 1,836,095 $ 2.42 $ 1.33 3.16 $ 89,334 |
Schedule of Significant Weighted Average Assumptions | Schedule of Significant Weighted Average Assumptions September 30, 2023 2022 Stock price $ 0.32 $ 0.46 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.84. % Risk-free interest rate 4.22 % 3.25 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of Company's operating leases | As of September 30, 2023 and December 31, 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's operating leases Balance Sheet Location September 30, 2023 December 31, 2022 Right of use assets $ 3,498,051 $ 3,952,317 Current portion of lease liabilities $ 840,535 $ 628,113 Long-term portion lease liabilities $ 2,756,056 $ 3,161,703 |
Schedule of Company's lease liabilities | As of September 30, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Company's lease liabilities Year Ending December 31, 2023 (rest of year) $ 312,009 2024 1,032,155 2025 1,038,228 2026 816,405 2027 730,781 Thereafter 182,695 Total future minimum lease payments, undiscounted 4,112,273 Less: Amount representing interest (515,682 ) Present value of future minimum lease payments $ 3,596,591 Present value of future minimum lease payments – current $ 840,535 Present value of future minimum lease payments – long-term $ 2,756,056 |
Schedule of weighted average lease-term and discount rate leases | As of September 30, 2023 and December 31, 2022, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of weighted average lease-term and discount rate leases Other Information September 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years) 4.1 4.8 Weighted-average discount rate 6.0 % 6.0 % |
Schedule Of Cash Flow Supplemental Information | For the three and nine months ended September 30, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information Other Information 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended Other Information 2023 2022 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 262,445 $ 326,542 $ 790,783 $ 1,245,893 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of summary of activity related to warrants | A summary of activity related to warrants for the periods presented is as follows: Schedule of summary of activity related to warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 0.29 * — Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.29 * — Issued - March 2023 7,142,715 0.25 * — Issued - June 2023 25,080,000 0.38 — Exercised (5,000,000 ) 0.44 — Outstanding as of September 30, 2023 48,351,747 0.32 * 3.81 Exercisable as of September 30, 2023 23,271,747 0.25 * 2.31 * Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Schedule of Goodwill and Assets | As of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, respectively, information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of September 30, 2023 Goodwill $ — $ — $ 18,972,896 $ 2,706,515 $ 21,679,411 Assets $ 2,660,979 $ 12,383,293 $ 25,495,556 $ 5,510,659 $ 46,050,487 As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 |
Schedule of Net (Loss) Income | Schedule of Net (Loss) Income Corporate Drones Sensors SaaS Total Three Months Ended September 30, 2023 Revenues $ — $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Cost of sales — 990,413 990,457 288,988 2,269,858 Income (loss) from operations (3,229,837 ) (2,288,870 ) 168,820 (640,226 ) (5,990,113 ) Other income (expense), net (2,063,936 ) 35,322 (960 ) (441 ) (2,030,015 ) Net income (loss) $ (5,293,773 ) $ (2,253,548 ) $ 167,860 $ (640,667 ) $ (8,020,128 ) Three Months Ended September 30, 2022 Revenues $ — $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 Cost of sales — 1,180,612 1,851,089 375,872 3,407,573 Income (loss) from operations (2,233,559 ) (2,688,835 ) 592,795 (817,731 ) (5,147,330 ) Other income (expense), net 6,488,327 327,066 (1,819 ) (1,292 ) 6,812,282 Net income (loss) $ 4,254,768 $ (2,361,769 ) $ 590,976 $ (819,023 ) $ 1,664,952 Corporate Drones Sensors SaaS Total Nine Months Ended September 30, 2023 Revenues $ — $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Cost of sales — 2,580,305 3,213,058 801,610 6,594,973 Income (loss) from operations (7,240,686 ) (6,626,668 ) 328,404 (1,484,110 ) (15,023,060 ) Other expense, net (2,559,654 ) (326,032 ) (960 ) (504 ) (2,887,150 ) Net income (loss) $ (9,800,340 ) $ (6,952,700 ) $ 327,444 $ (1,484,614 ) $ (17,910,210 ) Nine Months Ended September 30, 2022 Revenues $ — $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 Cost of sales — 4,339,712 3,578,184 704,540 8,622,436 Loss from operations (8,194,751 ) (7,204,483 ) (217,328 ) (2,401,289 ) (18,017,851 ) Other income (expense), net 6,491,117 3,114 (3,638 ) (6,098 ) 6,484,495 Net loss $ (1,703,634 ) $ (7,201,369 ) $ (220,966 ) $ (2,407,387 ) $ (11,533,356 ) |
Schedule of geographical revenues | Schedule of geographical revenues Drones Sensors SaaS Total Three Months Ended September 30, 2023 North America $ 547,012 $ 570,170 $ 57,447 $ 1,174,629 Latin America 383,232 80,873 38,196 502,301 Europe, Middle East and Africa 628,768 752,583 661 1,382,012 Asia Pacific 68,165 342,502 4,739 415,406 Other — 9,584 — 9,584 Total $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Three Months Ended September 30, 2022 North America $ 1,191,083 $ 1,182,218 $ 152,507 $ 2,525,808 Europe, Middle East and Africa 603,443 1,250,610 — 1,854,053 Asia Pacific 286,884 696,954 — 983,838 Other — 127,015 — 127,015 Total $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Drones Sensors SaaS Total Nine Months Ended September 30, 2023 North America $ 1,701,100 $ 1,783,481 $ 303,593 $ 3,788,174 Latin America 1,256,429 221,334 38,197 1,515,960 Europe, Middle East and Africa 1,714,967 2,611,108 661 4,326,736 Asia Pacific 188,764 949,040 4,738 1,142,542 Other — 45,801 — 45,801 Total $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Nine Months Ended September 30, 2022 North America $ 4,473,236 $ 2,350,426 $ 480,085 $ 7,303,747 Europe, Middle East and Africa 2,606,120 2,400,744 — 5,006,864 Asia Pacific 777,217 1,241,632 — 2,018,849 Other — 291,105 — 291,105 Total $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 |
Description of the Business a_2
Description of the Business and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Description Of Business And Basis Of Presentation | |||||
Net Income (Loss) Attributable to Parent | $ 8,020,128 | $ (1,664,952) | $ 17,910,210 | $ 11,533,356 | |
Net cash used in operating activities | 8,829,669 | $ 15,168,736 | |||
Working capital | 2,818,220 | 2,818,220 | |||
Accumulated deficit | $ 134,374,548 | $ 134,374,548 | $ 111,553,444 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
ProductInformationLineItems [Line Items] | |||||
Cash federal deposit insurance corporation | $ 250,000 | $ 250,000 | |||
Cash balance | 250,000 | 250,000 | |||
Contract with Customer, Liability, Current | 329,536 | 329,536 | $ 496,390 | ||
Capitalized software development costs for internal-use software | 640,448 | 640,448 | 721,795 | ||
Intangible assets, net | 9,242,659 | 9,242,659 | 11,507,653 | ||
Goodwill | 21,679,411 | 21,679,411 | 23,179,411 | ||
Goodwill impairment charge | 1,500,000 | $ 41,687,871 | |||
Shipping costs | 68,966 | $ 75,074 | 191,447 | 220,049 | |
Advertising expense | $ 44,701 | $ 139,480 | $ 113,119 | $ 303,862 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Restricted Stock Units (RSUs) [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Antidilutive securities | 419,722 | 629,367 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Antidilutive securities | 2,777,732 | 2,484,373 | |||
Common Stock Warrants [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Antidilutive securities | 48,351,747 | 16,129,032 | |||
Series F Preferred Stock [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Antidilutive securities | 6,275 | 6,311 | |||
Common stock conversion shares | 25,100,000 | 10,179,032 | |||
Sensors [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Goodwill | $ 19,000,000 | $ 19,000,000 | |||
SaaS [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Goodwill | 2,700,000 | 2,700,000 | |||
Platform Development Costs [Member] | |||||
ProductInformationLineItems [Line Items] | |||||
Intangible assets, net | $ 1,100,734 | $ 1,100,734 | $ 1,332,516 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Accounts receivable | $ 2,110,725 | $ 2,229,840 |
Less: Provision for doubtful accounts | (95,680) | (16,800) |
Accounts receivable, net | $ 2,015,045 | $ 2,213,040 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Raw materials | $ 4,334,765 | $ 5,288,206 |
Work-in process | 714,596 | 1,106,056 |
Finished goods | 1,412,710 | 614,400 |
Gross inventories | 6,462,071 | 7,008,662 |
Less: Provision for excess and obsolescence reserve | (398,136) | (322,815) |
Inventories, net | $ 6,063,935 | $ 6,685,847 |
Schedule of Prepaid and Other C
Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Prepaid inventories | $ 171,017 | $ 281,484 |
Prepaid software licenses and annual fees | 244,628 | 184,429 |
Prepaid rent | 98,751 | 234,691 |
Prepaid insurance | 199,046 | 167,794 |
Prepaid VAT charges | 41,030 | 99,558 |
Prepaid other and other current assets | 77,716 | 61,592 |
Prepaid and other current assets | $ 832,188 | $ 1,029,548 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 1,595,576 | $ 1,494,896 |
Less: Accumulated depreciation | (997,612) | (703,741) |
Property and equipment, net | 597,964 | 791,155 |
Leasehold Improvements [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 106,837 | 106,837 |
Leasehold Improvements [Member] | Minimum [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Estimated useful life | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Estimated useful life | 5 years | |
Production Tools And Equipment [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 730,565 | 632,514 |
Estimated useful life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Estimated useful life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 514,613 | 507,637 |
Estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 73,452 | 77,799 |
Estimated useful life | 5 years | |
Drone Equipment [Member] | ||
PropertyPlantAndEquipmentLineItems [Line Items] | ||
Property and equipment | $ 170,109 | $ 170,109 |
Estimated useful life | 3 years |
Schedule of Property and Equi_2
Schedule of Property and Equipment Depreciation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation expense | $ 93,614 | $ 110,176 | $ 293,538 | $ 337,826 |
Cost of Sales [Member] | ||||
Depreciation expense | 61,747 | 199,555 | ||
General and Administrative Expense [Member] | ||||
Depreciation expense | $ 93,614 | $ 48,429 | $ 293,538 | $ 138,271 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, net (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Beginning balance | $ 11,507,653 |
Additions | 469,112 |
Amortization | (2,734,106) |
Ending balance | 9,242,659 |
Intellectual Property [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Beginning balance | 4,473,861 |
Additions | |
Amortization | (606,726) |
Ending balance | $ 3,867,135 |
Intellectual Property [Member] | Minimum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 5 years |
Intellectual Property [Member] | Maximum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 7 years |
Customer-Related Intangible Assets [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Beginning balance | $ 2,885,657 |
Additions | |
Amortization | (853,248) |
Ending balance | $ 2,032,409 |
Customer-Related Intangible Assets [Member] | Minimum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 3 years |
Customer-Related Intangible Assets [Member] | Maximum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 10 years |
Trademarks and Trade Names [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Beginning balance | $ 1,757,891 |
Additions | |
Amortization | (155,958) |
Ending balance | $ 1,601,933 |
Trademarks and Trade Names [Member] | Minimum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 5 years |
Trademarks and Trade Names [Member] | Maximum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 10 years |
Noncompete Agreements [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Beginning balance | $ 335,933 |
Additions | |
Amortization | (335,933) |
Ending balance | |
Noncompete Agreements [Member] | Minimum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 2 years |
Noncompete Agreements [Member] | Maximum [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 4 years |
Platform Development Costs [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 3 years |
Beginning balance | $ 1,332,516 |
Additions | 297,596 |
Amortization | (529,378) |
Ending balance | $ 1,100,734 |
Computer Software, Intangible Asset [Member] | |
FiniteLivedIntangibleAssetsLineItems [Line Items] | |
Estimated life | 3 years |
Beginning balance | $ 721,795 |
Additions | 171,516 |
Amortization | (252,863) |
Ending balance | $ 640,448 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | $ 811,877 | |
2024 | 2,849,173 | |
2025 | 1,620,131 | |
2026 | 1,221,036 | |
2027 | 1,158,057 | |
Thereafter | 1,582,385 | |
Total | 9,242,659 | $ 11,507,653 |
Intellectual Property [Member] | ||
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | 202,242 | |
2024 | 808,968 | |
2025 | 808,968 | |
2026 | 808,968 | |
2027 | 808,968 | |
Thereafter | 429,021 | |
Total | 3,867,135 | 4,473,861 |
Customer-Related Intangible Assets [Member] | ||
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | 284,417 | |
2024 | 889,364 | |
2025 | 141,145 | |
2026 | 141,145 | |
2027 | 141,145 | |
Thereafter | 435,193 | |
Total | 2,032,409 | 2,885,657 |
Trademarks and Trade Names [Member] | ||
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | 51,986 | |
2024 | 207,944 | |
2025 | 207,944 | |
2026 | 207,944 | |
2027 | 207,944 | |
Thereafter | 718,171 | |
Total | 1,601,933 | 1,757,891 |
Platform Development Costs [Member] | ||
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | 190,040 | |
2024 | 586,950 | |
2025 | 281,613 | |
2026 | 42,131 | |
2027 | ||
Thereafter | ||
Total | 1,100,734 | 1,332,516 |
Computer Software, Intangible Asset [Member] | ||
FiniteLivedIntangibleAssetsLineItems [Line Items] | ||
(rest of year) 2023 | 83,192 | |
2024 | 355,947 | |
2025 | 180,461 | |
2026 | 20,848 | |
2027 | ||
Thereafter | ||
Total | $ 640,448 | $ 721,795 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Accrued purchases and customer deposits | $ 220,784 | $ 102,319 |
Accrued compensation and related liabilities | 406,739 | 774,916 |
Provision for warranty expense | 279,394 | 288,807 |
Accrued dividends | 342,873 | 172,596 |
Accrued interest | 236,172 | |
Accrued professional fees | 138,250 | 262,737 |
Other | 26,397 | 79,331 |
Total accrued liabilities | $ 1,650,609 | $ 1,680,706 |
Balance Sheets (Details Narrati
Balance Sheets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Balance Sheets | ||||
Weighted average remaining amortization period | 4 years 25 days | 4 years 25 days | ||
Amortization expense | $ 919,774 | $ 2,734,106 | $ 932,880 | $ 2,549,418 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 24, 2021 | Oct. 15, 2021 | Sep. 30, 2023 | Dec. 06, 2022 | Oct. 14, 2020 |
ShortTermDebtLineItems [Line Items] | |||||
Principal aggregate amount | $ 3,500,000 | $ 3,500,000 | |||
Good faith acquisition of consideration | $ 15,000,000 | ||||
Convertible Notes Payable [Member] | |||||
ShortTermDebtLineItems [Line Items] | |||||
Principal aggregate amount | $ 500,000 | ||||
Payment of principal on the note | $ 315,000 |
Schedule of Maturity of SenseFl
Schedule of Maturity of SenseFly Covid Loans (Details) - Sensefly Covid Loans [Member] | Sep. 30, 2023 USD ($) |
ShortTermDebtLineItems [Line Items] | |
2023 (rest of year) | $ 58,487 |
2024 | 306,722 |
2025 | 180,064 |
2026 | 90,213 |
2027 | 180,420 |
Total | $ 815,906 |
COVID Loans (Details Narrative)
COVID Loans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Sensefly [Member] | ||||
RestructuringCostAndReserveLineItems [Line Items] | ||||
Payment of principal and interest | $ 0 | $ 87,052 | $ 0 | $ 87,052 |
Sensefly Covid Loans [Member] | ||||
RestructuringCostAndReserveLineItems [Line Items] | ||||
Outstanding obligations under the covid loans | 815,906 | 815,906 | ||
Sensefly [Member] | ||||
RestructuringCostAndReserveLineItems [Line Items] | ||||
Fair value of the covid loan | $ 1,440,046 | $ 1,440,046 |
Schedule of principal payments
Schedule of principal payments due (Details) - Second Amended Note [Member] | Sep. 30, 2023 USD ($) |
ShortTermDebtLineItems [Line Items] | |
2023 (rest of year) | $ 525,000 |
2024 | 3,570,000 |
Total | $ 4,095,000 |
Promissory Note and Warrant (De
Promissory Note and Warrant (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 05, 2023 USD ($) | Sep. 15, 2023 USD ($) | Sep. 15, 2023 USD ($) shares | Jun. 01, 2023 USD ($) | Dec. 06, 2022 USD ($) $ / shares shares | Jun. 26, 2022 USD ($) | Aug. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Aug. 14, 2023 USD ($) | |
DebtInstrumentLineItems [Line Items] | ||||||||||||
Principal less amount | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | |||||||||
Number of warrant to purchase | shares | 5,000,000 | |||||||||||
Exercise price | $ / shares | $ 0.44 | |||||||||||
Original issue discount percent | 4% | |||||||||||
Interest rate | 8% | |||||||||||
Net proceeds | $ 3,285,000 | |||||||||||
Debt instrument discount on the note | 140,000 | 1,182,349 | ||||||||||
Issuance costs | $ 75,000 | |||||||||||
Estimated fair value of common stock warrants issued with the note | 1,847,200 | |||||||||||
Total discount comprised of the fair value of warrants | $ 1,397,350 | |||||||||||
Volatility rate | 63.64% | 69.84% | ||||||||||
Risk free interest rate | 4.22% | 3.25% | ||||||||||
Expected dividend rate | ||||||||||||
Original principal amount | $ 175,000 | |||||||||||
Additional investment | $ 3,300,000 | |||||||||||
Amortization of financing costs | $ 175,000 | $ 525,000 | ||||||||||
Reacquisition price | 4,095,000 | $ 4,095,000 | ||||||||||
Principal Increase amount | 595,000 | |||||||||||
Gain (loss) on debt extinguishment | 1,523,867 | $ (6,486,899) | 1,523,867 | $ (6,486,899) | ||||||||
Gain (loss) on debt extinguishment net | 2,571,133 | |||||||||||
Unamortized debt discounts | 928,867 | 928,867 | ||||||||||
Net proceeds percentage | 50% | |||||||||||
Net proceeds | $ 2,000,000 | |||||||||||
Interest expense | 84,443 | $ 75,950 | 412,188 | $ 236,172 | ||||||||
Unamortized discount | $ 0 | $ 0 | ||||||||||
Measurement Input, Share Price [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
discount rate | 0.19 | 0.19 | ||||||||||
Measurement Input Exercise Price Pre Modification [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
discount rate | 0.44 | 0.44 | ||||||||||
Measurement Input Exercise Price Post Modification [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
discount rate | 0 | 0 | ||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
discount rate | 129 | 129 | ||||||||||
Measurement Input, Discount Rate [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
discount rate | 4.45 | 4.45 | ||||||||||
Minimum [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
Reacquisition price | $ 595,000 | |||||||||||
Maximum [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
Reacquisition price | $ 4,095,000 | |||||||||||
Warrant [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
Volatility rate | 135.80% | |||||||||||
Risk free interest rate | 3.73% | |||||||||||
Expected dividend rate | 0% | |||||||||||
Common Stock [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 16,720,000 | 4,251,151 | ||||||||||
Common Stock [Member] | Warrant Exchange Agreement [Member] | ||||||||||||
DebtInstrumentLineItems [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,000,000 | |||||||||||
Incremental value of the promissory note | $ 190,500 |
Summary of RSU Activity (Detail
Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems [Line Items] | |||
Number of shares,Beginning | 1,028,960 | 1,147,250 | 1,147,250 |
Weighted average grant date fair value,Beginning | $ 2.31 | $ 3.78 | $ 3.78 |
Granted | 2,000,645 | 457,091 | |
Weighted average grant date fair value,Granted | $ 0.36 | $ 1.18 | |
Canceled | (152,253) | (168,250) | |
Weighted average grant date fair value,Canceled | $ 1.58 | $ 2.81 | |
Vested and released | (387,456) | (429,107) | |
Weighted average grant date fair value,Vested and released | $ 0.38 | $ 3.44 | |
Number of shares,Ending | 2,489,896 | 1,006,984 | 1,028,960 |
Weighted average grant date fair value,Ending | $ 1.08 | $ 2.90 | $ 2.31 |
Vested | 2,070,174 | 377,617 | |
Weighted average grant date fair value,Vested | $ 1.01 | $ 3.72 | |
Nonvested | 419,722 | 629,367 | |
Weighted average grant date fair value,Unvested | $ 1.43 | $ 2.41 |
Summary of Options Activity (De
Summary of Options Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders Equity | ||||
Number of shares,Beginning | 2,561,231 | 2,541,667 | 2,541,667 | |
Weighted average exercise price,Beginning | $ 2.18 | $ 2.88 | $ 2.88 | |
Weighted average fair value,Beginning | $ 1.19 | $ 1.57 | $ 1.57 | |
Weighted average remaining contractual term, Ending | 2 years 10 months 2 days | 3 years 5 months 19 days | 3 years 3 months 29 days | 4 years 3 months 7 days |
Aggregate intrinsic value, Beginning | $ 31,124 | $ 1,244,029 | $ 1,244,029 | |
Number of shares,Granted | 325,000 | 395,000 | ||
Weighted average exercise price,Granted | $ 0.32 | $ 0.76 | ||
Weighted average fair value,Granted | $ 0.15 | $ 0.36 | ||
Weighted average remaining contractual term,Granted | 3 years 7 days | 3 years 7 days | ||
Number of shares,Expired/Forfeited | (108,499) | (267,294) | ||
Weighted average exercise price,Expired/Forfeited | $ 4.46 | $ 6.22 | ||
Weighted average fair value,Expired/Forfeited | $ 2.47 | $ 3.34 | ||
Number of shares,Ending | 2,777,732 | 2,484,373 | 2,561,231 | 2,541,667 |
Weighted average exercise price,Ending | $ 1.88 | $ 2.37 | $ 2.18 | $ 2.88 |
Weighted average fair value,Ending | $ 1.02 | $ 1.29 | $ 1.19 | $ 1.57 |
Aggregate intrinsic value, Ending | $ 6,194 | $ 89,334 | $ 31,124 | $ 1,244,029 |
Number of shares,Exercisable | 2,297,691 | 1,836,095 | ||
Weighted average exercise price,Exercisable | $ 2.18 | $ 2.42 | ||
Weighted average fair value,Exercisable | $ 1.18 | $ 1.33 | ||
Weighted average remaining contractual term, Exercisable | 2 years 6 months 10 days | 3 years 1 month 28 days | ||
Aggregate intrinsic value, Exercisable | $ 6,194 | $ 89,334 | ||
Number of shares,Exercised | (185,000) | |||
Weighted average exercise price,Exercised | $ 0.40 | |||
Weighted average fair value,Exercised | $ 0.29 | |||
Aggregate intrinsic value, Exercised | $ 10,750 |
Schedule of Significant Weighte
Schedule of Significant Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders Equity | ||
Stock price | $ 0.32 | $ 0.46 |
Dividend yield | ||
Expected life (years) | 3 years 7 days | 3 years 7 days |
Expected volatility | 63.64% | 69.84% |
Risk-free interest rate | 4.22% | 3.25% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 29, 2023 | Jun. 08, 2023 | Jun. 05, 2023 | May 11, 2023 | Mar. 29, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Aug. 22, 2022 | Jun. 26, 2022 | Jan. 31, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | 5,000,000 | |||||||||||||||||||
Exercise price | $ 0.44 | |||||||||||||||||||
Percentage of aggregate of the offered securities | 50% | 50% | 50% | |||||||||||||||||
Preferred stock shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||
Aggregate purchase price | $ 3,817,400 | $ 4,583,341 | ||||||||||||||||||
Par value of stock | $ 6 | $ 6 | $ 6 | $ 6 | $ 1,000 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Description of down round or anti dilution trigger event | a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $0.44 from $0.62 and $0.96, respectively (the “December Down Round Trigger”). | |||||||||||||||||||
Aggregate deemed dividend | $ 4,654,918 | $ 255,976 | $ 2,245,377 | |||||||||||||||||
Expected term | 3 years 7 days | 3 years 7 days | ||||||||||||||||||
Volatility rate | 63.64% | 69.84% | ||||||||||||||||||
Risk free interest rate | 4.22% | 3.25% | ||||||||||||||||||
Expected dividend rate | ||||||||||||||||||||
Common stock, shares issued | 117,878,831 | 117,878,831 | 117,878,831 | 88,466,613 | ||||||||||||||||
Cumulative dividends | $ 49,122 | $ 170,277 | ||||||||||||||||||
Stock price | $ 0.32 | $ 0.46 | $ 0.32 | $ 0.32 | $ 0.46 | |||||||||||||||
Issuance costs | $ 75,000 | |||||||||||||||||||
Aggregate value | $ 3,000,000 | |||||||||||||||||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 | $ 2,812,500 | ||||||||||||||||||
Exercise price | $ 1.88 | $ 2.37 | $ 1.88 | $ 1.88 | $ 2.37 | $ 2.18 | $ 2.88 | |||||||||||||
Stock compensation expense | $ 142,845 | $ 556,837 | $ 1,125,209 | $ 3,058,741 | ||||||||||||||||
Amortization of unrecognized periodic pension costs | $ (742) | 97,846 | 43,302 | 100,487 | ||||||||||||||||
Aggregate fair value of rsu awards | $ 710,769 | $ 538,198 | ||||||||||||||||||
Lieu payment | $ 15,000 | |||||||||||||||||||
Exercise price | $ 0.40 | |||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | 30,000 | |||||||||||||||||||
Restricted stock awards | 15,300 | |||||||||||||||||||
Restricted stock awards | 5,100 | |||||||||||||||||||
Board [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | $ 45,000 | |||||||||||||||||||
Non Executive Directors [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | $ 88,235 | |||||||||||||||||||
Non Executive Directors [Member] | Equity Option [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Restricted stock awards | 90,000 | |||||||||||||||||||
Officer [Member] | 2022 Executive Compensation Plan [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of units granted | 968,690 | 640,000 | 60,300 | 700,205 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock compensation expense | $ 86,905 | 221,925 | $ 821,321 | $ 1,786,517 | ||||||||||||||||
Unrecognized stock-based compensation expense | $ 72,542 | 540,635 | $ 72,542 | $ 72,542 | $ 540,635 | |||||||||||||||
Cash compensation | $ 264,705 | |||||||||||||||||||
Number of units granted | 2,000,645 | 457,091 | ||||||||||||||||||
Market price | $ 0.36 | $ 1.18 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Officer [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Market price | $ 0.17 | $ 0.42 | ||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock compensation expense | $ 55,940 | 345,606 | $ 303,888 | $ 1,272,226 | ||||||||||||||||
Unrecognized stock-based compensation expense | 100,971 | 741,497 | $ 100,971 | 100,971 | 741,497 | |||||||||||||||
Cancellations Of Options [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Fair market values | $ 91,453 | $ 237,926 | $ 267,726 | $ 892,227 | ||||||||||||||||
Number of options cancelled | 51,250 | 67,875 | 108,499 | 267,294 | ||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Antidilutive securities | 48,351,747 | 16,129,032 | ||||||||||||||||||
Antidilutive securities | $ 0.25 | |||||||||||||||||||
Antidilutive securities | $ 0.38 | |||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Dividend preferred stock | 787,823 | 38,226 | ||||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Dividend preferred stock | $ 3,867,095 | $ 217,750 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 16,720,000 | 4,251,151 | ||||||||||||||||||
Aggregate purchase price | $ 16,720 | $ 4,251 | ||||||||||||||||||
Number of shares issued acquisition | 1,927,407 | |||||||||||||||||||
Aggregate value | $ 1,927 | |||||||||||||||||||
Settlement of Common Stock from contingent liability related to Measure | $ (499) | (499) | ||||||||||||||||||
Amortization of unrecognized periodic pension costs | ||||||||||||||||||||
Restricted stock awards | 387,456 | 12,917 | 387,456 | 314,941 | ||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.25 | $ 0.25 | $ 0.44 | $ 0.96 | $ 0.25 | |||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Exercise price | 0.44 | |||||||||||||||||||
Deemed dividend on common stock warrants | $ 565,161 | |||||||||||||||||||
Additional Warrant [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | 7,142,715 | |||||||||||||||||||
Exercise price | $ 0.42 | |||||||||||||||||||
Aggregate purchase price of warrant | $ 3,000,000 | |||||||||||||||||||
Preferred Series F Convertible Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Conversion price | $ 0.42 | $ 0.42 | $ 0.62 | |||||||||||||||||
Par value of stock | $ 1,000 | |||||||||||||||||||
Dividend rate per share | 5% | |||||||||||||||||||
Dividend preferred stock | $ 1,680,216 | |||||||||||||||||||
Series F Option [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of additional shares to purchase | 25,000,000 | |||||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Expected term | 3 years | 3 years | 2 years 6 months | |||||||||||||||||
Volatility rate | 131% | 150% | 106% | |||||||||||||||||
Risk free interest rate | 4.46% | 3.77% | 4.28% | |||||||||||||||||
Expected dividend rate | 0% | 0% | 0% | |||||||||||||||||
Additional Series F Preferred [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Converted shares | 2,381 | |||||||||||||||||||
Conversion price | $ 0.42 | $ 0.42 | ||||||||||||||||||
Par value of stock | $ 1,000 | |||||||||||||||||||
Additional shares purchased | 3,000 | |||||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 3,000 | |||||||||||||||||||
Shares converted | 750 | 2,588 | ||||||||||||||||||
Shares issued upon conversion | 3,000,000 | 7,304,762 | ||||||||||||||||||
Exercise of Common Stock Options [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 35,000 | 185,000 | ||||||||||||||||||
Gross proceeds | $ 74,350 | |||||||||||||||||||
Exercise price | $ 0.31 | $ 0.31 | ||||||||||||||||||
Exercise price | $ 0.41 | $ 0.41 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Percentage of beneficial ownership limitation | 4.99% | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Percentage of beneficial ownership limitation | 9.99% | |||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Amortization of unrecognized periodic pension costs | $ (742) | $ 97,846 | $ 43,302 | $ 100,487 | ||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 150,000 | 125,000 | 50,000 | |||||||||||||||||
Exercise price | $ 0.45 | $ 0.23 | $ 0.17 | |||||||||||||||||
Fair market values | $ 31,350 | $ 13,000 | $ 3,750 | |||||||||||||||||
Fair value market price | $ 0.08 | $ 0.21 | $ 0.08 | $ 0.10 | $ 0.08 | $ 0.21 | ||||||||||||||
Issuances Of Options To Officers And Directors [Member] | September 30, 2023 [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock-based compensation expense | $ 5 | $ 5 | ||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | June Thirty Twenty Twenty Three [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock-based compensation expense | $ 1,625 | $ 1,642 | ||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | March 31, 2023 [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock-based compensation expense | $ 3,919 | $ 7,880 | ||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Cash compensation | 25,080,000 | |||||||||||||||||||
Exercise price | $ 0.38 | |||||||||||||||||||
Warrants term | 5 years 6 months | |||||||||||||||||||
Number of shares issued | 16,720,000 | |||||||||||||||||||
Gross proceeds | $ 3,817,400 | |||||||||||||||||||
Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares sold | 16,720,000 | |||||||||||||||||||
Price per share | $ 0.25 | |||||||||||||||||||
Cash compensation | 25,080,000 | |||||||||||||||||||
Exercise price | $ 0.38 | |||||||||||||||||||
Gross proceeds | $ 4,180,000 | |||||||||||||||||||
Series F Agreement [Member] | Series F Warrants [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.96 | $ 0.96 | $ 0.96 | |||||||||||||||||
Number of warrants to purchase | 16,129,032 | 16,129,032 | 16,129,032 | |||||||||||||||||
Addiitonal gross proceeds | $ 10,000,000 | |||||||||||||||||||
Series F Agreement [Member] | Preferred Series F Convertible Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||
Preferred stock shares authorized | 35,000 | |||||||||||||||||||
Aggregate purchase price | $ 10,000,000 | |||||||||||||||||||
Gross proceeds | $ 9,920,000 | |||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||
Converted shares | 16,129,032 | |||||||||||||||||||
Conversion price | $ 0.62 | |||||||||||||||||||
At The Market Sales Agreement [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares sold | 4,251,151 | |||||||||||||||||||
Proceeds from sale of stock | $ 4,583,341 | |||||||||||||||||||
Issuance costs | $ 141,754 | |||||||||||||||||||
At The Market Sales Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock price | $ 1.04 | |||||||||||||||||||
At The Market Sales Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Stock price | $ 1.18 | |||||||||||||||||||
Sense Fly SA Purchase Agreement [Member] | Sensefly [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued acquisition | 1,927,407 | |||||||||||||||||||
Aggregate value | $ 3,000,000 | |||||||||||||||||||
Measure Acquisition Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued acquisition | 5,319,145 | |||||||||||||||||||
Number of shares issued acquisition held | 997,338 | |||||||||||||||||||
Settlement Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
ClassOfStockLineItems [Line Items] | ||||||||||||||||||||
Number of shares issued acquisition | 997,338 | |||||||||||||||||||
Number of shares issued acquisition | 498,669 | |||||||||||||||||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 |
Schedule of Company's operating
Schedule of Company's operating leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Right of use assets | $ 3,498,051 | $ 3,952,317 |
Current portion of lease liabilities | 840,535 | 628,113 |
Long-term portion lease liabilities | $ 2,756,056 | $ 3,161,703 |
Schedule of Company's lease lia
Schedule of Company's lease liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (rest of year) | $ 312,009 | |
2024 | 1,032,155 | |
2025 | 1,038,228 | |
2026 | 816,405 | |
2027 | 730,781 | |
Thereafter | 182,695 | |
Total future minimum lease payments, undiscounted | 4,112,273 | |
Less: Amount representing interest | (515,682) | |
Present value of future minimum lease payments | 3,596,591 | |
Present value of future minimum lease payments – current | 840,535 | $ 628,113 |
Present value of future minimum lease payments – long-term | $ 2,756,056 | $ 3,161,703 |
Schedule of weighted average le
Schedule of weighted average lease-term and discount rate leases (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Weighted-average remaining lease terms | 4 years 1 month 6 days | 4 years 9 months 18 days |
Weighted-average discount rate | 6% | 6% |
Schedule Of Cash Flow Supplemen
Schedule Of Cash Flow Supplemental Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases | $ 262,445 | $ 326,542 | $ 790,783 | $ 1,245,893 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Rental payments | $ 433,137 | |||
Impairment charges | 79,287 | |||
Rental income | 24,284 | |||
Lease | $ 267,745 | $ 326,542 | $ 791,558 | $ 1,254,893 |
Schedule of summary of activity
Schedule of summary of activity related to warrants (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||||
Exercise price | $ 0.40 | |||||||
Warrant [Member] | ||||||||
Number of shares,Beginning | 21,129,032 | 21,129,032 | 21,129,032 | |||||
Warrants Issued | 7,142,715 | 25,080,000 | 21,129,032 | |||||
Weighted Average Exercise Price, Warrants Issued | $ 0.25 | [1] | $ 0.38 | $ 0.29 | [1] | |||
Warrants Exercised | $ (5,000,000) | |||||||
Exercise price | 0.44 | |||||||
Weighted average grant date fair value,Beginning | [1] | $ 0.29 | $ 0.29 | $ 0.29 | ||||
Number of shares,Ending | 48,351,747 | 21,129,032 | ||||||
Weighted average grant date fair value,Ending | [1] | $ 0.32 | $ 0.29 | |||||
Weighted-Average Remaining Contractual Term Outstanding | 3 years 9 months 21 days | |||||||
Warrants Exercisable at end | 23,271,747 | |||||||
Weighted Average Exercise Price, Warrants Exercise price | [1] | $ 0.25 | ||||||
Weighted-Average Remaining Contractual Term Outstanding, Exercisable | 2 years 3 months 21 days | |||||||
[1]Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||
Dec. 06, 2023 | Sep. 15, 2023 | Jun. 26, 2023 | Jun. 05, 2023 | Mar. 09, 2023 | Jun. 26, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 08, 2023 | Dec. 31, 2022 | Dec. 06, 2022 | |
Additional gross proceeds | $ 3,000,000 | ||||||||||
Exercise price | $ 0.44 | ||||||||||
Share-based payment award, options, exercises | 185,000 | ||||||||||
Common stock, shares, issued | 117,878,831 | 88,466,613 | |||||||||
Share Price | $ 0.32 | $ 0.46 | |||||||||
Warrants intrinsic | |||||||||||
Series F Warrants [Member] | |||||||||||
Exercise price | $ 0.25 | $ 0.44 | $ 0.25 | $ 0.25 | $ 0.96 | ||||||
Common Stocks [Member] | |||||||||||
Purchase shares of common stock, shares | 7,142,715 | ||||||||||
Common stock exercise price | $ 0.42 | ||||||||||
Common Stocks [Member] | Securities Purchase Agreement [Member] | |||||||||||
Purchase shares of common stock, shares | 5,000,000 | 25,080,000 | |||||||||
Common stock exercise price | $ 0.44 | $ 0.38 | |||||||||
Common Stocks [Member] | Warrant Exchange Agreement [Member] | |||||||||||
Sale of Common Stock, net of issuance costs, shares | 5,000,000 | ||||||||||
Series F Preferred Stock [Member] | |||||||||||
Common stock exercise price | 0.44 | ||||||||||
Share Price | $ 0.44 | ||||||||||
Series F Preferred Stock [Member] | Common Stocks [Member] | |||||||||||
Common stock, shares, issued | 5,000,000 | ||||||||||
Series F Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||
Common stock exercise price | $ 0.96 | $ 0.001 | |||||||||
Share-based payment award, options, exercises | 16,129,032 | ||||||||||
Additional Series F Preferred [Member] | |||||||||||
Converted price | $ 0.42 | $ 0.42 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 27, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems [Line Items] | |||
Purchase commitment | $ 2,126,081 | $ 3,155,867 | |
Legal fees | $ 190,000 | ||
Chief Financial Officer [Member] | |||
DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems [Line Items] | |||
Legal fees | $ 125,000 |
Schedule of Goodwill and Assets
Schedule of Goodwill and Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
SegmentReportingInformationLineItems [Line Items] | ||
Goodwill | $ 21,679,411 | $ 23,179,411 |
Assets | 46,050,487 | 54,184,874 |
Corporate Segment [Member] | ||
SegmentReportingInformationLineItems [Line Items] | ||
Goodwill | ||
Assets | 2,660,979 | 4,785,643 |
Drones And Custom Manufacturing [Member] | ||
SegmentReportingInformationLineItems [Line Items] | ||
Goodwill | ||
Assets | 12,383,293 | 14,930,789 |
Sensors [Member] | ||
SegmentReportingInformationLineItems [Line Items] | ||
Goodwill | 18,972,896 | 18,972,896 |
Assets | 25,495,556 | 26,081,788 |
SaaS [Member] | ||
SegmentReportingInformationLineItems [Line Items] | ||
Goodwill | 2,706,515 | 4,206,515 |
Assets | $ 5,510,659 | $ 8,386,654 |
Schedule of Net (Loss) Income (
Schedule of Net (Loss) Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
SegmentReportingInformationLineItems [Line Items] | ||||
Revenues | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 |
Cost of sales | 2,269,858 | 3,407,573 | 6,594,973 | 8,622,436 |
Loss from operations | (5,990,113) | (5,147,330) | (15,023,060) | (18,017,851) |
Other income (expense), net | (2,030,015) | 6,812,282 | (2,887,150) | 6,484,495 |
Net loss | (8,020,128) | 1,664,952 | (17,910,210) | (11,533,356) |
Corporate Segment [Member] | ||||
SegmentReportingInformationLineItems [Line Items] | ||||
Revenues | ||||
Cost of sales | ||||
Loss from operations | (3,229,837) | (2,233,559) | (7,240,686) | (8,194,751) |
Other income (expense), net | (2,063,936) | 6,488,327 | (2,559,654) | 6,491,117 |
Net loss | (5,293,773) | 4,254,768 | (9,800,340) | (1,703,634) |
Drones And Custom Manufacturing [Member] | ||||
SegmentReportingInformationLineItems [Line Items] | ||||
Revenues | 1,627,177 | 2,081,410 | 4,861,260 | 7,856,573 |
Cost of sales | 990,413 | 1,180,612 | 2,580,305 | 4,339,712 |
Loss from operations | (2,288,870) | (2,688,835) | (6,626,668) | (7,204,483) |
Other income (expense), net | 35,322 | 327,066 | (326,032) | 3,114 |
Net loss | (2,253,548) | (2,361,769) | (6,952,700) | (7,201,369) |
Sensors [Member] | ||||
SegmentReportingInformationLineItems [Line Items] | ||||
Revenues | 1,755,712 | 3,256,797 | 5,610,764 | 6,283,907 |
Cost of sales | 990,457 | 1,851,089 | 3,213,058 | 3,578,184 |
Loss from operations | 168,820 | 592,795 | 328,404 | (217,328) |
Other income (expense), net | (960) | (1,819) | (960) | (3,638) |
Net loss | 167,860 | 590,976 | 327,444 | (220,966) |
SaaS [Member] | ||||
SegmentReportingInformationLineItems [Line Items] | ||||
Revenues | 101,043 | 152,507 | 347,189 | 480,085 |
Cost of sales | 288,988 | 375,872 | 801,610 | 704,540 |
Loss from operations | (640,226) | (817,731) | (1,484,110) | (2,401,289) |
Other income (expense), net | (441) | (1,292) | (504) | (6,098) |
Net loss | $ (640,667) | $ (819,023) | $ (1,484,614) | $ (2,407,387) |
Schedule of geographical revenu
Schedule of geographical revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 |
Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 1,627,177 | 2,081,410 | 4,861,260 | 7,856,573 |
Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 1,755,712 | 3,256,797 | 5,610,764 | 6,283,907 |
SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 101,043 | 152,507 | 347,189 | 480,085 |
North America [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 1,174,629 | 2,525,808 | 3,788,174 | 7,303,747 |
North America [Member] | Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 547,012 | 1,191,083 | 1,701,100 | 4,473,236 |
North America [Member] | Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 570,170 | 1,182,218 | 1,783,481 | 2,350,426 |
North America [Member] | SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 57,447 | 152,507 | 303,593 | 480,085 |
Latin America [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 502,301 | 1,515,960 | ||
Latin America [Member] | Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 383,232 | 1,256,429 | ||
Latin America [Member] | Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 80,873 | 221,334 | ||
Latin America [Member] | SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 38,196 | 38,197 | ||
EMEA [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 1,382,012 | 1,854,053 | 4,326,736 | 5,006,864 |
EMEA [Member] | Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 628,768 | 603,443 | 1,714,967 | 2,606,120 |
EMEA [Member] | Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 752,583 | 1,250,610 | 2,611,108 | 2,400,744 |
EMEA [Member] | SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 661 | 661 | ||
Asia Pacific [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 415,406 | 983,838 | 1,142,542 | 2,018,849 |
Asia Pacific [Member] | Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 68,165 | 286,884 | 188,764 | 777,217 |
Asia Pacific [Member] | Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 342,502 | 696,954 | 949,040 | 1,241,632 |
Asia Pacific [Member] | SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 4,739 | 4,738 | ||
Other Geographic Area [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 9,584 | 127,015 | 45,801 | 291,105 |
Other Geographic Area [Member] | Drones And Custom Manufacturing [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | ||||
Other Geographic Area [Member] | Sensors [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total | 9,584 | 127,015 | 45,801 | 291,105 |
Other Geographic Area [Member] | SaaS [Member] | ||||
RevenuesFromExternalCustomersAndLongLivedAssetsLineItems [Line Items] | ||||
Total |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 10, 2023 | Oct. 05, 2023 | Oct. 05, 2023 | Dec. 06, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
SubsequentEventLineItems [Line Items] | ||||||
Net proceeds percentage | 50% | |||||
Net proceeds | $ 3,285,000 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||
Subsequent Event [Member] | ||||||
SubsequentEventLineItems [Line Items] | ||||||
Reverse stock split | 1-for-10 shares and 1-for-20 shares | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
SubsequentEventLineItems [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
SubsequentEventLineItems [Line Items] | ||||||
Common stock, shares authorized | 15,000,000 | |||||
Second Note Amendment Agreemen [Member] | Subsequent Event [Member] | ||||||
SubsequentEventLineItems [Line Items] | ||||||
Net proceeds percentage | 50% | |||||
Net proceeds | $ 2,000,000 |