Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | AgEagle Aerial Systems Inc. | ||
Entity Central Index Key | 0000008504 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,805,401,000,000 | ||
Entity Common Stock, Shares Outstanding | 14,382,763 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 2,601,730 | $ 35,289 |
Accounts receivable | 93 | 255 |
Inventories | 149,482 | 158,632 |
Prepaid and other current assets | 80,370 | 3,384 |
Total current assets | 2,831,675 | 197,560 |
Property and equipment, net | 28,374 | 38,703 |
Investment in unconsolidated investee | 0 | 75,000 |
Intangible assets, net | 677,118 | 0 |
Goodwill | 3,270,984 | 0 |
Total assets | 6,808,151 | 311,263 |
CURRENT LIABILITIES: | ||
Accounts payable | 197,827 | 426,154 |
Accrued expenses | 41,841 | 59,354 |
Accrued interest | 1,333 | 185,335 |
Contract liability | 4,892 | 0 |
Payroll liabilities | 13,521 | 5,521 |
Convertible notes payable | 0 | 1,160,005 |
Promissory note | 40,998 | 0 |
Promissory notes - related party | 0 | 131,050 |
Total current liabilities | 300,412 | 1,967,419 |
Total liabilities | 300,412 | 1,967,419 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common Stock, $0.001 par value, 250,000,000 shares authorized, 12,549,394 shares issued and outstanding at December 31, 2018, 100,000,000 shares authorized, 4,200,000 shares issued and outstanding at December 31, 2017 | 12,549 | 420 |
Additional paid-in capital | 12,171,274 | 1,939,832 |
Accumulated deficit | (5,676,091) | (3,596,408) |
Total stockholders' equity (deficit) | 6,507,739 | (1,656,156) |
Total liabilities and stockholders' equity (deficit) | 6,808,151 | $ 311,263 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized: Preferred stock, Series B, $0.001 par value, 0 shares authorized, 0 shares issued and outstanding at December 31, 2018, Preferred stock, Series C Convertible, $0.001 par value, 10,000 shares authorized, 4,662 shares issued and outstanding at December 31, 2018, Preferred stock, Series D Convertible, $0.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding at December 31, 2018. | 5 | |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized: Preferred stock, Series B, $0.001 par value, 0 shares authorized, 0 shares issued and outstanding at December 31, 2018, Preferred stock, Series C Convertible, $0.001 par value, 10,000 shares authorized, 4,662 shares issued and outstanding at December 31, 2018, Preferred stock, Series D Convertible, $0.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding at December 31, 2018. | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 25,000,000 | |
Common stock, par value | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 100,000,000 |
Common stock, shares issued | 12,549,394 | 4,200,000 |
Common stock, shares outstanding | 12,549,394 | 4,200,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 0 | |
Preferred stock, shares issued | 0 | |
Preferred Stock, shares outstanding | 0 | |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000 | |
Preferred stock, shares issued | 4,662 | |
Preferred Stock, shares outstanding | 4,662 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 2,000 | |
Preferred stock, shares issued | 2,000 | |
Preferred Stock, shares outstanding | 2,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 107,813 | $ 116,035 |
Cost of sales | 61,680 | 93,359 |
Gross Profit | 46,133 | 22,676 |
Operating Expenses: | ||
Selling expenses | 77,139 | 31,004 |
General and administrative | 1,333,371 | 247,837 |
Professional fees | 696,222 | 410,698 |
Total operating expenses | 2,106,732 | 689,539 |
Loss from operations | (2,060,599) | (666,863) |
Other Income (Expenses): | ||
Other income | 13,333 | 12,458 |
Interest expense | (32,417) | (142,810) |
Total Other Expenses, Net | (19,084) | (130,352) |
Loss Before Income Taxes | (2,079,683) | (797,215) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (2,079,683) | $ (797,215) |
Net Loss Per Share - Basic and Diluted | $ (0.25) | $ (0.19) |
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted | 8,175,639 | 4,200,000 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | Preferred Stock Series D | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2016 | $ 420 | $ 1,902,161 | $ (2,799,193) | $ (896,612) | ||||
Balance, beginning (shares) at Dec. 31, 2016 | 37,530 | 71 | 336,957 | |||||
Pre-merger issuances of shares | ||||||||
Pre-merger issuances of shares (Shares) | 42,470 | (56) | 12 | 94,756 | ||||
Shares repurchased from shareholder | 0 | |||||||
Pre-merger conversion of shares | ||||||||
Pre-merger conversion of shares (Shares) | 220,083 | |||||||
Issuance of employee and director stock options | 6,397 | 6,397 | ||||||
Issuance of employee and director stock options (shares) | ||||||||
Warrants issued with convertible promissory note | 9,082 | 9,082 | ||||||
Warrants issued with convertible promissory note (Shares) | ||||||||
Share compensation period costs | 22,192 | 22,192 | ||||||
Net loss | (797,215) | (797,215) | ||||||
Balance, ending at Dec. 31, 2017 | $ 420 | 1,939,832 | (3,596,408) | (1,656,156) | ||||
Balance, ending (shares) at Dec. 31, 2017 | 80,000 | 14 | 12 | 651,796 | ||||
Pre-merger issuances and conversions of shares | ||||||||
Pre-merger issuances and conversions of shares (shares) | (80,000) | (6) | (12) | 3,548,204 | ||||
Sale of Series C preferred stock | 250,000 | 250,000 | ||||||
Sale of Series C preferred stock (Shares) | 250 | |||||||
Founder stock returned to company | $ (75) | 75 | ||||||
Founder stock returned to company (Shares) | (75,000) | |||||||
Shares repurchased from shareholder | $ (140) | (210,503) | (210,643) | |||||
Shares repurchased from shareholder (Shares) | (139,567) | |||||||
Conversion of Series B and C preferred stock | $ (2) | $ 1,616 | (1,614) | |||||
Conversion of Series B and C preferred stock (Shares) | (8) | (2,467) | 1,616,470 | |||||
Exercise of options | $ 56 | (56) | ||||||
Exercise of options (Shares) | 55,801 | |||||||
Issuance of employee and director stock options | 0 | |||||||
Issuance of common stock for consulting services | $ 185 | 400,415 | 400,600 | |||||
Issuance of common stock for consulting services (Shares) | 185,000 | |||||||
AgEagle debt conversion into common stock | $ 788 | 1,503,015 | 1,503,803 | |||||
AgEagle debt conversion into common stock (Shares) | 787,891 | |||||||
AgEagle shareholder common stock conversion to Enerjex common shares | $ 2 | $ 6,537 | (6,539) | |||||
AgEagle shareholder common stock conversion to Enerjex common shares (Shares) | 2,056 | 2,757,063 | ||||||
Acquisition of Agribotix | $ 1,275 | 2,998,725 | 3,000,000 | |||||
Acquisition of Agribotix (Shares) | 1,275,000 | |||||||
Issuance of common and preferred stock for Enerjex shareholders upon merger | $ 1,887 | (762,662) | (760,775) | |||||
Issuance of common and preferred stock for Enerjex shareholders upon merger (Share) | 0 | 0 | 197 | 0 | 1,886,736 | |||
Issuance of Series C common stock in connection with merger, net of fees | $ 0 | $ 0 | $ 5 | $ 0 | $ 0 | 3,979,995 | 3,980,000 | |
Issuance of Series C common stock in connection with merger, net of fees (Shares) | 0 | 0 | 4,626 | 0 | 0 | |||
Warrants issued with convertible promissory note | 0 | |||||||
Issuance of Series D preferred stock and warrants for cash | $ 2 | 1,969,998 | 1,970,000 | |||||
Issuance of Series D preferred stock and warrants for cash (Shares) | 2,000 | |||||||
Share compensation period costs | 110,593 | 110,593 | ||||||
Net loss | (2,079,683) | (2,079,683) | ||||||
Balance, ending at Dec. 31, 2018 | $ 5 | $ 2 | $ 12,549 | $ 12,171,274 | $ (5,676,091) | $ 6,507,739 | ||
Balance, ending (shares) at Dec. 31, 2018 | 4,662 | 2,000 | 12,549,394 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,079,683) | $ (797,215) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 65,362 | 18,453 |
Issuance of employee and director stock options | 0 | 6,397 |
Stock-based compensation | 110,593 | 22,192 |
Shares issued for professional services | 400,600 | 0 |
Warrants issued with convertible promissory note | 0 | 9,082 |
Accretion for debt discounts, warrants and issuance cost | 0 | 25,000 |
Changes in assets and liabilities: | ||
Accounts receivable | 163 | 18,631 |
Inventories | 12,836 | (1,228) |
Prepaid expenses and other assets | (76,986) | (10,228) |
Deferred Revenue | (1,927) | 0 |
Accounts payable | (228,327) | 349,729 |
Accrued liabilities | (17,513) | (67,709) |
Accrued interest | 28,744 | 106,315 |
Accrued payroll liabilities | 8,000 | (8,297) |
Net cash used in operating activities | (1,778,138) | (328,878) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | 0 | (12,775) |
Cash received in reverse merger | 256,255 | 0 |
Payments of liabilities assumed in reverse merger | (891,474) | 0 |
Acquisition of Agribotix | (925,000) | (75,000) |
Net cash used in investing activities | (1,560,219) | (87,775) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuance of convertible notes payable | 0 | 335,005 |
Proceeds from the issuance of promissory note - related party | 0 | 101,050 |
Payments of the principle on note payable | (84,559) | 0 |
Shares repurchased from shareholder | 210,643 | 0 |
Proceeds from the issuance of Common Stock and Series C convertible preferred stock in connection with merger, net of $20,000 in fees | 3,980,000 | 0 |
Proceeds from the sale of Series C convertible preferred stock | 250,000 | 0 |
Proceeds from the issuance of Common Stock Series D | 1,970,000 | 0 |
Net cash provided by financing activities | 5,904,798 | 436,055 |
Net increase in cash | 2,566,441 | 19,402 |
Cash at beginning of period | 35,289 | 15,887 |
Cash at end of period | 2,601,730 | 35,289 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest cash paid | 39,313 | 0 |
Income taxes paid | 0 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired and (liabilities assumed) in reverse merger cash | 256,255 | 0 |
Assets acquired and (liabilities assumed) in reverse merger accounts payable | (891,474) | 0 |
Promissory note | (125,556) | 0 |
Net liabilities assumed | (760,775) | 0 |
Conversion of debt into common stock | 1,503,801 | 0 |
Conversion of Series B and C preferred stock into common stock | 613 | 0 |
Issuance of common stock as consideration | 3,000,000 | 0 |
Cash paid in the prior year | 75,000 | 0 |
Deferred revenue | 6,819 | 0 |
Inventory | (3,685) | 0 |
Fixed assets | (7,650) | 0 |
Intangible assets | (724,500) | 0 |
Goodwill | (3,270,984) | 0 |
Cash paid for acquisition | $ (925,000) | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Reverse merger Fees | $ 20,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business AgEagle Aerial Systems, Inc. (“AgEagle” or “the Company”) was created to pioneer, innovate and advance aerial imaging data collection and analytics technologies capable of addressing the impending food and environmental sustainability crises that threaten the planet. The Company’s daily efforts are focused on delivering the metrics, tools and strategies necessary to define and implement intelligent sustainability and precision farming solutions that solve important problems confronting the agricultural industry. Since its founding in 2010, the Company has remained intent on becoming a trusted partner to major food manufacturers and precision growers seeking to adopt and support productive agricultural approaches to better farming practices which limit impact on natural resources, reduce reliance on inputs and materially increase crop yields and profits. The Company designs, produces, distributes and supports technologically-advanced small unmanned aerial vehicles (UAVs or drones) that AgEagle offers for sale commercially to the precision agriculture industry. In addition to UAV sales, in late 2018, the Company introduced a new drone-leasing program, alleviating farmers and agribusinesses from significant upfront costs associated with purchasing a drone, while also relieving them from ongoing drone maintenance and support requirements. Additionally, the new program provides the option of engaging a trained AgEagle pilot to operate the drone and manage the entire image collection process, creating a truly turnkey aerial imagery capture solution for its customers. Additionally, the Company recently announced a new service offering using its leased UAVs and associated data processing services for the sustainable agriculture industry. AgEagle is the nation’s first drone-based aerial imagery company to utilize leading-edge data capture technology and customized analytics solutions to help promote and proactively support corporate and farming sustainability initiatives. On August 28, 2018, AgEagle acquired all right, title and interest in and to all assets owned by Agribotix, LLC to be utilized in their business of providing integrated agricultural drone solutions and drone-enabled software technologies and services for precision agriculture. AgEagle’s management believes that purchasing Agribotix’s primary product, FarmLens™, FarmLens FarmLens The Company is headquartered in Neodesha, Kansas. Its website address is http://www.ageagle.com. Corporate History; Recent Business Combinations On March 26, 2018 (the “Merger Date”), the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a Nevada corporation and the Company’s wholly-owned subsidiary, merged with and into AgEagle Aerial Systems Inc., a privately held company organized under the laws of the state of Nevada (“AgEagle Sub”), with AgEagle Sub surviving as its wholly-owned subsidiary (the “Merger”). In connection with the Merger, the Company changed its name to AgEagle Aerial Systems Inc. and AgEagle Sub changed its name to “AgEagle Aerial, Inc.” The Company’s Common Stock continues to trade on the NYSE American under its new symbol “UAVS” since March 27, 2018. Prior to the merger, the Company was formerly known as Millennium Plastics Corporation and was incorporated in the State of Nevada on March 31, 1999. In August 2006, the Company acquired Midwest Energy, Inc., a Nevada corporation pursuant to a reverse merger. After such merger, Midwest Energy became a wholly-owned subsidiary, and as a result of such merger, the former Midwest Energy stockholders controlled approximately 98% of our outstanding shares of Common Stock. The Company changed its name to EnerJex Resources, Inc., (“EnerJex”) in connection with this merger, and in November 2007, it changed the name of Midwest Energy (one of our wholly-owned subsidiaries) to EnerJex Kansas, Inc. (“EnerJex Kansas”). All of its operations conducted prior to this merger were through EnerJex Kansas, Inc., Black Sable Energy, LLC, a Texas limited liability company (“Black Sable”) and Black Raven Energy, Inc. a Nevada corporation (“Black Raven”). The Company’s leasehold interests were held in our wholly-owned subsidiaries Black Sable, Working Interest, LLC, EnerJex Kansas and Black Raven. On August 28, 2018, the Company closed the transactions contemplated by the previously announced Asset Purchase Agreement (the “Purchase Agreement”) dated July 25, 2018 with AgEagle Aerial, Inc., a wholly-owned subsidiary of the Company, Agribotix, LLC, a Colorado limited liability company (sometimes also referred to herein as” Agribotix” or the “Seller”), and the other parties named therein. Pursuant to the Purchase Agreement, the Company acquired all right, title and interest in and to all assets owned by the Seller utilized in the Seller’s business of providing integrated agricultural drone solutions and drone-enabled software technologies and services for precision agriculture, except for certain excluded assets as set forth in the Purchase Agreement. At closing, the Company also assumed certain liabilities under various third-party contracts pursuant to the terms of the Purchase Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle Aerial Systems Inc. and its wholly-owned subsidiaries AgEagle Aerial, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC, Black Raven Energy, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such 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 consolidated financial statements. Use of Estimates - Fair Value of Financial Instruments - Cash and Cash Equivalents - Receivables and Credit Polic - The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The Company determined that no allowance was necessary as of December 31, 2018 and December 31, 2017. Inventorie Goodwill - Intangible Assets – Acquired in Business Combinations - Business Combinations Revenue Recognition and Concentration- As a result of the Agribotix acquisition, the Company now has an additional product line which is the sale of subscription services for use of the FarmLens The Company has executed one significant non-exclusive worldwide distributor agreement in 2016 and amended this agreement to make it non-exclusive by allowing the Company the right to sell its products directly into the marketplace. Only the non-exclusive worldwide distributor has the right of return within twelve months of purchase up to a certain percentage of the annual sales volume less a restocking fee. As of December 31, 2018, no sales of the Company are subject to this right of return clause per the distributor agreement. Sales concentration information for customers comprising more than 10% of the Company’s total net sales such customers is summarized below: Percent of total sales for year ended December 31, Customers 2018 2017 Customer A 18.0 % * Customer B 10.4 % * Customer C * 20.9 % The table below reflects our revenue for the periods indicated by product mix. For the Year Ended December 31, Type 2018 2017 Product Sales $ 93,219 $ 116,035 Subscription Sales 14,594 — Total $ 107,813 $ 116,035 Vendor Concentration FarmLens Shipping Costs - Advertising Costs . Earnings Per Share Potentially Dilutive Securities Income Taxes - Accounting for Income Taxes Share-Based Compensation Awards Recently Issued Accounting Standards - Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services and recognize revenue under the new standard as costs are incurred. Under previous U.S. generally accepted accounting principles (GAAP), revenue was generally recognized when deliveries were made, performance milestones were attained, or as costs were incurred. The new standard accelerates the timing of when the revenue is recognized, however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition for purposes of the Company’s sales as each of the Company’s revenue transactions represent a single performance obligation that is satisfied at a point time or monthly subscription fees which are recognized ratably over the subscription period, as defined in the new ASU. Accordingly, the Company recognizes revenue for small UAVS product contracts with customers at the point in time when the transfer of control passes to the customer, which is generally when title and risk of loss transfer. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on the Company’s consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue on a majority of its revenue transactions. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, FASB issued Account Standards Update 2016-02 – Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU 2017-01, Business Combinations—Clarifying the definition of a business In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation 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 financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 — Inventories Inventories consist of the following at: December 31, 2018 2017 Raw materials $ 109,826 $ 106,569 Work-in process 30,088 34,850 Finished goods 19,937 32,582 Gross inventory 159,851 174,001 Less obsolete reserve (10,369 ) (15,369 ) Total $ 149,482 $ 158,632 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 — Property and Equipment Property and equipment consist of the following at: December 31, 2018 2017 Property and equipment $ 116,313 $ 108,664 Less accumulated depreciation (87,939 ) (69,961 ) $ 28,374 $ 38,703 Depreciation expense for the years ended December 31, 2018 and 2017 was $17,980 and $18,453 respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 — Intangible Assets Intangible assets are recorded at cost and consist of the assets acquired for the acquisition of Agribotix. Amortization is computed using the straight-line method over the estimated life of the asset. The Company will annually assess intangible and other long-lived assets for impairment. Intangible assets were comprised of the following at December 31, 2018: Estimated Life Gross Cost Accumulated Amortization Net Book Value Carrying value as of December 31, 2017 $ — $ — $ — Intellectual Property/Technology 5 Years 433,400 (28,893 ) 404,507 Customer Base 20 Years 72,000 (1,200 ) 70,800 Tradenames and Trademarks 5 Years 58,200 (3,880 ) 54,320 Non-compete Agreement 4 Years 160,900 (13,409 ) 147,491 Carrying value as of December 31, 2018 $ 724,500 $ (47,382 ) $ 677,118 Amortization expense for the years ended December 31, 2018 and 2017 was $47,382 and $0, respectively. |
Investment in Unconsolidated In
Investment in Unconsolidated Investee | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Investee | N ote 6 —Investment in Unconsolidated Investee In November 2017, AgEagle Sub entered into a multi-agreement arrangement with Agribotix, headquartered in Boulder, Colorado, an agricultural information processing company providing actionable data to the agriculture industry. Pursuant to the Exchange Agreement whereby AgEagle Sub exchanged 200,000 shares of the Company’s Common Stock it received in the Merger (equal to an aggregate value of $1,000,000) for 20% of the equity membership interests of Agribotix. Prior to August 28, 2018, the Company accounted for its initial investment in Agribotix using the equity method of accounting. The ownership interest was accounted for as if Agribotix was a consolidated subsidiary and all identifiable assets, including goodwill and identifiable intangibles, were recorded at fair value and amortized, with this amortization recorded in “memo” and included in the Company’s portion of earnings of Agribotix. The Company acquired all the assets of Agribotix on August 28, 2018. As of the date of acquisition, the Company adjusted the difference between the carrying value of the Company’s investment to fair value, which is reflected in the purchase consideration recorded upon the acquisition of Agribotix. See Note 7. unaudited summary financial information for Agribotix for the five months ended August 28, 2018 is as follows: STATEMENT OF OPERATIONS Revenues $ 129,171 Cost of sales 100,366 Gross profit 28,805 Operating expenses 418,333 Operating loss (389,528 ) Other expense (3,845 ) Net loss (393,373 ) Amortization of “memo” intangible assets (88,755 ) Total adjusted net loss (482,128 ) Adjustment to fair value of ownership interest $ (482,128 ) Ownership interest 20 % Share of adjusted net income — |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Note 7 – Acquisition On August 28, 2018, pursuant to the Purchase Agreement, the Company acquired, all right, title and interest in and to all assets owned by the Seller utilized in the Seller’s business of providing integrated agricultural drone solutions and drone-enabled software technologies and services for precision agriculture, except for certain excluded assets as set forth in the Purchase Agreement (the “Purchased Assets”). At closing, the Company assumed certain liabilities under various third-party contracts pursuant to the terms of the Purchase Agreement. The consideration for the Purchased Assets made at closing included the following: (a) a cash payment of $150,000 (of which $110,000 was previously paid), (b) 200,000 shares of Common Stock of the Company at a value of $5.00 per share (all of which shares were issued to the Seller pursuant to an exchange agreement between the Company and the Seller dated as of November 20, 2017), (c) an amount payable at closing equal to the sum of: (i) 500,000 shares of Common Stock at a value of $2.00 per share (the “Closing Shares”); and (ii) $450,000 in cash. In addition, the Seller paid on the 90th day following the closing equal to the sum of: (i) the number of shares of Common Stock that is calculated by dividing $2,000,000 by the $2.00 share and (ii) $400,000 in cash. If revenue of the business for the one-year period ending on the first anniversary of the closing date is at least $1,000,000, plus the Capital Investment Multiplier (as defined below), then the Seller shall earn the number of shares of Common Stock that is calculated by dividing $250,000 by the Average Price (calculated as if the 20–trading day period to which reference is made above ends on such first anniversary), provided that in no event shall the Average Price be less than $2.00. “Capital Investment Multiplier” means 1.5 times the amount of capital invested by the Company or its affiliates in the Seller to support and advance the business, inclusive of loans or other investments provided to Seller prior to the closing, less $250,000. The Purchase Agreement contains customary representations, warranties and covenants, including provisions for indemnification in the event of any damages suffered by either party as a result of, among other things, breaches of representations and warranties contained therein. An aggregate amount equal $75,000 in cash, 50% of the number of Closing Shares and 25% of the number of Post-Closing Shares were deposited in an escrow account with a third-party escrow agent to secure the indemnification obligations of the Seller pursuant to the terms of the Purchase Agreement. In accordance with ASC 805, “Business Combinations”, the Company accounted for the acquisition of Agribotix using the acquisition method of accounting. The purchase price was allocated to specific identifiable tangible and intangible assets at their respective fair values at the date of acquisition. The following table summarizes the total fair value of the consideration transferred as well as the fair values of the assets acquired and liabilities assumed. Common Stock consideration $ 3,000,000 Cash paid 1,000,000 Total purchase consideration 4,000,000 Inventory (3,685 ) Property and equipment (7,650 ) Intangibles assets (724,500 ) Deferred revenue 6,819 Goodwill $ 3,270,984 Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and benefits of the combined company. As noted above, control was obtained on August 28, 2018, the closing date of the transactions contemplated by the Purchase Agreement, at which time the Company took over the operations of Agribotix and personnel. The accompanying consolidated financial statement includes the activity of Agribotix for the period after the acquisition commencing August 29, 2018 and ending December 31, 2018. The following unaudited proforma financial information gives effect to the Company’s acquisition of Agribotix as if the acquisition had occurred on January 1, 2018 and had been included in the Company’s consolidated statement of operations for the years ended December 31, 2018 and 2017: For the years ended December 31, 2018 2017 Revenue $ 314,486 $ 357,727 Net Income $ (2,702,928 ) $ (1,460,046 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 – Debt Convertible Notes Payable On May 6, 2015, the Company closed a private placement pursuant to a subscription agreement whereby two institutional investors (the “2015 Holders”) purchased convertible notes having an aggregate principal amount of $500,000, convertible into Common Stock of the Company at $2.00 per share and maturing on November 6, 2016. Interest on the notes accrued at a rate of 8% annually and was payable quarterly. It was determined that there were no aggregate beneficial conversion features. On or about March 4, 2016, the Company and the 2015 Holders entered into extension and modification agreements whereby the 2015 Holders agreed to extend the maturity date of the notes to November 6, 2016, and permanently waive all rights and remedies, of whatever nature, with respect to the various defaults that occurred under this subscription agreement and notes, including, without limitation, (I) the Company’s failure to become a public SEC reporting company on or before September 30, 2015, (ii) the Company’s failure to pay interest on the notes, and (iii) modifying and waiving certain participation rights in future financings. For the years ended December 31, 2018 and $9,111 and On September 6, 2016, the Company closed a private placement pursuant to a subscription agreement whereby an existing institutional investor (the “2016 Holder”) purchased a convertible note having a principal amount of $300,000, convertible into shares of Common Stock of the Company at $3.00 per share and maturing on September 30, 2017. Interest on the note accrues at a rate of 8% annually and is payable quarterly. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and , $5,467 and On February 3, 2017, the Company closed a private placement pursuant whereby a bridge loan (the “2017 Note A”) agreement was executed with an accredited investor (the “2017 Holder Note A”) to purchase a convertible promissory note with an aggregate principal amount of $175,000, an original issue discount of $25,000, convertible into shares of Common Stock of the Company at $2.50 per share and maturing 90 days following issuance, or May 4, 2017. After payment of a finder’s fee and other expenses, the Company received net proceeds of $101,250. In addition, the Company also issued to the 2017 Holder Note A warrant to purchase 200,000 shares of the Company’s Common Stock at an exercise price per share of $2.50. To the extent the entire unpaid principal balance of the note is not paid in full on the maturity date, (i) interest on the unpaid principal balance will accrue from the maturity date at the rate of 18% per annum, and will continue until the date the note is paid in full, and (ii) the Company will issue to the 2017 Holder Note A an additional warrant to purchase 100,000 shares of Common Stock for each ninety (90) calendar day period that the unpaid principal balance of the note and any accrued interest is not paid in full by such date. Upon conversion as of Merger Date, the Company had issued an additional 300,000 warrants to purchase shares resulting from the default of the loan. For the year ended December 31, 2018, the Company recorded $7,077 of interest expense. For the year ended December 31, 2017 , On July 2017, the Company closed a private placement pursuant to a subscription agreement whereby an existing institutional investor (the “2017 Note B”) purchased a convertible note having a principal amount of $100,005, convertible into Common Stock of the Company at $2.00 per share and maturing on February 28, 2018. Interest on the note accrues at a rate of 8% annually payable upon maturity. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and $1,822 and On September 2017, the Company closed a private placement pursuant to a subscription agreement whereby an existing institutional investor (the “2017 Note C”) purchased a convertible note having a principal amount of $35,000, convertible into shares of Common Stock of the Company at $2.00 per share and maturing on February 28, 2018. Interest on the note accrues at a rate of 8% annually payable upon maturity. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and $638 and On October 2017, the Company closed a private placement pursuant to a subscription agreement whereby an existing institutional investor purchased a convertible note having a principal amount of $50,000, (the “2017 Note D”) convertible into shares of Common Stock of the Company at $2.00 per share and maturing on February 28, 2018. Interest on the note accrues at a rate of 8% annually payable upon maturity. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and $911 and 1 As Promissory Notes On December 15, 2016, the Company issued a promissory note with an aggregate principal amount of $30,000 to a shareholder of the Company. On January 24, 2017, the Company issued a second promissory note with an aggregate principal amount of $30,000 to the same related party. On September 14, 2017, the Company issued a third promissory note with an aggregate principal amount of $16,050 to the same shareholder. All three promissory notes (the “Related Party Notes A”) accrue interest at an annual rate of 2% and matured on November 6, 2017. On or about August 1, 2017, the Company and the shareholder promissory note A holder entered into extension and modification agreements whereby they agreed to extend the maturity date of the Related Party Notes A to February 28, 2018, added a conversion feature whereby the debt can be converted into shares of Common Stock of the Company at $2.00 per share and amended the interest rate on the note retroactively to accrue at a rate of 8% annually. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and 2017, the Company recorded $1,386 and On March 5, 2017, the Company issued a promissory note with an aggregate principal amount of $10,000 to an executive of the Company. On May 15, 2017, the Company issued a second promissory note with an aggregate principal amount of $10,000 to the same executive of the Company. On September 15, 2017, the Company issued a 3 rd rd As of the Merger Date, all the AgEagle shares of Common Stock issued in connection with conversion of debt noted above were subsequently converted into EnerJex shares and then split at a rate of 25 to 1 resulting in a conversion rate of 1.6564 per AgEagle share into a total of 787,891 shares of EnerJex Common Stock and 1,631 shares of Series C Preferred Stock. As part of the liabilities assumed from the EnerJex Merger, the Company recorded a promissory note for a principal amount of $125,556 and accrued interest of $4,171 payable over twelve months and maturing on March 27, 2019. The total amount outstanding as of December 31, 2018 was $40,998, resulting in payments of $88,729 made in 2018. The Company recorded interest of $3,670 for the year ended December 31, 2018. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 9 – Equity Capital Stock Issuances As a result of the Merger all the holders of the Company’s 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) had their shares automatically converted into 902,186 shares of the Company’s Common Stock. The Company’s Series B Convertible Preferred Stock of 8.25 shares (the “Series B Preferred Stock”) remained outstanding and were convertible into 5,388 shares of the Company’s Common Stock. The Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) included 2,879 of remaining shares after the conversion and retirement of all the Company’s promissory notes due. These shares are convertible into 1,471,425 shares of the Company’s Common Stock. Furthermore, an additional 4,000 shares of Series C Preferred Stock were issued and are convertible into 3,020,797 shares of the Company’s Common Stock, as they were issued to the current holder of Series C Preferred Stock in connection with a $4 million financing of Series C Preferred Stock (the “Financing”). On May 11, 2018, we issued an additional 250 shares of our Series C Preferred Stock, convertible into 163,265 shares of our Common Stock and received a cash payment of $250,000 for the issuance of the Series C Preferred Stock. The Series C Preferred Stock includes a beneficial ownership limitation preventing conversion of shares of Series C Preferred Stock into more than 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock. On April 16, 2018, Alpha Capital Anstalt converted 8.25 shares of Series B Preferred Stock, representing the last of the outstanding Series B shares, into 5,388 shares of Common Stock at a conversion price of $1.53. During the year ended December 31 2018, Alpha Capital Anstalt converted 2,467 shares of Series C Preferred Stock into 1,611,082 shares of Common Stock at a conversion price of $1.53. In connection with an investor relations agreement, dated April 4, 2018, the Company issued 60,000 shares of its Common Stock to the investor relations firm, and its designees, and agreed to register such shares on its next registration statement (the “Registration Rights”). On July 24, 2018, in connection with the filing of the Company’s registration statement on form S-1, a waiver of the Registration Rights was obtained from the investor relations firm in exchange for 125,000 additional shares, which were issued by the Company and approved by the Board. The Company recognized a total of $400,415 of investor relations expense at a fair value of $2.12 and $2.26 per share within general and administrative costs related to these issuances. On August 28, 2018 and ninety-days thereafter, pursuant to the Purchase Agreement for Agribotix the Company issued 1,275,000 shares at a $2.00 share price. On December 4 ,2018, our former board director Mr. Scott Burell exercised 60,724 options at an exercise price of $0.06 resulting in the issuance of 55,801 shares as due to the Company’s withholding obligation relating to the exercise of these options some shares were held back. On December 27, 2018, AgEagle Aerial Systems Inc. (the “Company”) entered into Securities Purchase Agreement (the “Agreement”) with an institutional investor (the “Purchaser”). Pursuant to the terms of the Agreement, the Board of Directors of the Company (the “Board”) designated a new series of preferred stock, the Series D Preferred Stock, which is non-convertible and provides for an 8% annual dividend and is subject to optional redemption by the Company (the “Preferred Stock”). The Company issued 2,000 shares of Preferred Stock and a warrant (the “Warrant”) to purchase 3,703,703 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), for $2,000,000 in gross proceeds. The shares of Common Stock underling the Warrant are referred to as the “Warrant Shares”. The Company also entered into a registration rights agreement (the “Registration Rights Agreement”) granting registration rights to the Purchaser with respect to the Warrant Shares. The Agreement provides that upon a subsequent financing or financings with net proceeds of at least $500,000, the Company must exercise its optional redemption of the Preferred Stock (as more fully described below in Item 5.03) and apply any and all net proceeds from such financing(s) to the redemption in full of the Preferred Stock. Warrants Issued The Warrants of 3,703,703 are exercisable for a period of five years through December 26, 2023, at an exercise price equal to $0.54 per share, and is subject to customary adjustments for stock splits dividend, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Company undertakes a subsequent equity financing or financings at an effective price per share that is less than $0.54, the exercise price of the Warrant shall be reduced to the lower price. The Warrant provides that the Warrant holder shall have a “Beneficial Ownership Limitation” equal to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Warrant holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation, as provided for in the Warrant. Pursuant to the terms of the Registration Rights Agreement, the Company shall file an initial registration statement registering the Warrant Shares no later than the 20 th th th Options Issued The Board of Directors of the Company has unanimously approved a proposal to adopt and approve the EnerJex 2017 Omnibus Equity Incentive Plan (the “Plan”). The Board of Directors recommended that this proposal be presented to the EnerJex shareholders for approval. The Plan became effective on March 26, 2018, the date of the Merger, and is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, the Company. The purpose of the Plan is to help the Company attract, motivate and retain such persons and thereby enhance shareholder value. The Company has reserved a total of 2,000,000 shares of Common Stock for issuance as or under awards to be made under the Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for the grant of a new award. The Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. The number of shares for which awards which are options or SARs may be granted to a participant under the Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Plan in any single calendar year shall be $500,000. On December 31, 2018, the Company issued options to purchase 534,598 shares of Common Stock to directors and employees of the Company at the fair value exercise price ranging from $0.51 to $4.33 per share expiring on March 30, 2023 to December 17, 2028. The Company determined the fair-market value of the options to be $449,491. In connection with the issuance of these options, the Company recognized $102,698 stock compensation expense for the year ended December 31, 2018. On October 4, 2017, AgEagle Sub issued options to purchase 927,774 shares of Common Stock to employees and directors, that were approved by the board at an exercise price of $0.06 per share. These options were assumed by the Company in the Merger. In connection with the issuance of these options to employees and directors for the year ended December 31, 2018, the Company recorded $7,895 of stock compensation expense and $22,192 for the year ended December 31, 2017. On March 1, 2015, AgEagle Sub entered into a strategic consulting agreement with a related party and granted 207,055 stock options exercisable over five years from the grant date at an exercise price per share of $2.60. On October 4, 2017, AgEagle Sub held a board meeting to approve the modification of the existing 207,055 options to purchase Common Stock from an exercise price of $2.60 to $0.06 per share. These options were assumed by the Company in the Merger. In connection with these options, the Company recognized no stock compensation expense for the year ended December 31, 2018 as they were all fully vested. The fair value of options granted during the year ended December 31, 2018 were determined using the Black-Scholes option valuation model. The expected term of options granted is based on the simplified method in accordance with Securities and Exchange Commission Staff Accounting Bulletin 107 and represents the period of time that options granted are expected to be outstanding. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk-free rate by selecting the U.S. Treasury with maturities similar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day. The significant weighted average assumptions relating to the valuation of the Company’s stock options granted during the year ended December 31, 2018 were as follows: December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Dividend Yield 0 % 0 % 0 % 0 % 0 % Expected life 3.04 to 6.25 Years 3.5 Years 3.5 Years 3.5 Years 3.5-6.5 Years Expected volatility 74.80 to 80.41% 77.03 % 78.66 % 76.04 % 80.5 % Risk-free interest rate 1.89 to 2.33% 2.81 % 2.68 % 3.01 % 2.59 % For options granted in 2018, the fair value of the Company’s stock was obtained per the close of market as of December 31, 2018. The future expected stock-based compensation expense expected to be recognized in future years is $288,401, through December 31, 2020. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at December 31, 2018 (for outstanding options), less the applicable exercise price. A summary of the options activity for the year ended December 31, 2018, are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2018 1,134,830 $ 0.06 8.5 Years $ — Granted 534,598 1.35 5.94 Years $ — Exercised/Cancelled (175,270 ) 0.60 - Years $ — Outstanding at December 31, 2018 1,494,158 $ 0.46 6.93 Years $ — Exercisable at December 31, 2018 782,147 $ 0.22 7.07 Years $ — For options granted or modified in 2017, the fair value of the Company’s stock used in estimating the fair value of the stock options was estimated using a discounted cash flow method and recent sales of its Common Stock. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at December 31, 2017 (for outstanding options), less the applicable exercise price. A summary of the options activity for the year ended December 31, 2017 are as follows: For the Year Ended December 31, 2017 Shares* Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at beginning of year 207,055 $ 0.06 4.0 years $ — Granted 927,775 $ 0.06 10.0 years $ — Outstanding at end of year 1,134,830 $ 0.06 8.5 years $ — Exercisable at end of year 521,873 $ 0.06 7.9 years $ — *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. As of the Merger Date, all outstanding AgEagle shares of Common Stock and newly issued in connection with conversion of debt were subsequently converted into EnerJex shares and then split at a rate of 25 to 1 resulting in a conversion rate of 1.6564 per AgEagle share. The financial statements give a retrospective effect to the reverse stock split. |
Warrants to Purchase Common Sto
Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Warrants to Purchase Common Stock | Note 10 – Warrants to Purchase Common Stock-Continued A summary of activity related to warrants for the year ended December 31, 2018 follows: Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Outstanding at December 31, 2017 828,221 $ 1.51 5.34 Granted 3,703,703 $ 0.54 4.99 Outstanding at December 31, 2018 4,531,924 $ 0.72 5.05 Exercisable at December 31, 2018 4,531,924 $ 0.72 5.05 *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. A summary of activity related to warrants for the year ended December 31, 2017 follows: Shares* Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Outstanding at December 31, 2016 — $ — — Granted 828,221 $ 1.51 6.60 Outstanding at December 31, 2017 828,221 $ 1.51 6.40 Exercisable at December 31, 2017 828,221 $ 1.51 6.40 *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Operating Leases The Company leases office space in Neodesha, Kansas for $500 a month. On August 22, 2018, the Company executed an amendment to the lease to renew the term of the lease for an additional one year terminating on September 30, 2019 with no option to renew unless approved by the city commission of Neodesha. As a result of the Agribotix acquisition, the Company assumed a lease for offices in Boulder, Colorado for $2,000 a month. The lease ends on May 31, 2019 and has an option to terminate at any time with a 30-day prior notice period. Rent expense was $13,600 and $3,900 for the years ended December 31, 2018 and 2017, respectively. Merger Agreement On March 26, 2018, EnerJex Resources, Inc. (“EnerJex”), a Nevada company, consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of EnerJex, merged with and into AgEagle Aerial Systems Inc., a privately held company organized under the laws of the state of Nevada (“AgEagle Sub”), with AgEagle Sub surviving as a wholly-owned subsidiary of EnerJex (the “Merger”). In connection with the Merger, EnerJex changed its name to AgEagle Aerial Systems Inc. (the “Company”) and AgEagle Sub changed its name to “Eagle Aerial Systems, Inc.” The Company’s Common Stock will continue to trade on the NYSE American under its new symbol “UAVS” commencing on March 27, 2018. As a result of the Merger, through AgEagle Sub, the Company is now engaged in the business of designing, developing, producing, distributing and supporting technologically-advanced small unmanned aerial vehicles (UAVs or drones) that it supplies to the precision agriculture industry. Each share of Common Stock issued and outstanding and underlying options and warrants of AgEagle Sub outstanding immediately prior to the Merger was exchanged for 1.66 shares of Company Common Stock (the “Exchange Ratio”). As a result, at the effective time of the Merger (the “Effective Time”), 5,439,526 shares of AgEagle Sub’s capital stock, representing all currently outstanding shares of Common Stock and all other debt or equity securities convertible into Common Stock (except options and warrants as described below) were automatically converted into 7,944,941 shares of Company Common Stock. In addition, at the Effective Time, 685,100 outstanding options and 500,000 warrants to purchase shares of AgEagle Sub Common Stock were assumed by EnerJex and converted into 1,134,830 options and 828,221 warrants to purchase shares of Common Stock of the Company. All holders of EnerJex’s 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) had their shares automatically converted into 896,640 shares of the Company’s Common Stock. EnerJex’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) remains outstanding, and 1,624 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) are now convertible into 1,060,432 shares of Company Common Stock. Furthermore, an additional 5,051 shares of Series C Preferred Stock, convertible into 3,298,348 shares of Company Common Stock, were issued to the current holder of Series C Preferred Stock in connection with a $4 million financing of Series C Preferred Stock (the “Financing”) and the conversion and retirement of $425,000 in prior EnerJex promissory notes due and owing to such holder. As of the Effective Time, the former shareholders of AgEagle Sub owned approximately 67% of the Company’s Common Stock (inclusive of the AgEagle Sub assumed stock options and warrants), the former EnerJex holders of Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, which were outstanding immediately prior to the Financing, collectively own 12.7% of the Company’s Common Stock on a fully-diluted basis. In connection with the Merger, AgEagle waived the requirement for EnerJex to have paid and satisfied in full all outstanding indebtedness of EnerJex such that there would be no continuing liabilities of EnerJex subsequent to the closing of the Merger (“Liability Condition”). In consideration for AgEagle waiving the Liability Condition, the 1,215,278 shares of Common Stock to be held in escrow (valued at $350,000) owned by certain former principal stockholders, officers and directors of EnerJex to secure losses, if any, that may be suffered by the AgEagle indemnified parties pursuant to the indemnification obligations under the Merger Agreement, were never issued and such former principal stockholders, officers and directors are not entitled to receive such shares. However, such former principal stockholders, officers and directors received, in the aggregate, deferred salaries and fees valued at approximately $297,500. In lieu of payment of the deferred salaries and fees in cash, such amounts have been converted into an aggregate of 1,032,986 shares of Company Common Stock. Prior to the Merger, EnerJex operated as an oil exploration and production company engaged in the acquisition, development, exploration and production of oil in Eastern Kansas. In connection with the Merger, EnerJex disposed of its principal assets, consisting primarily of its Kansas oil and gas properties. Employment and Board Agreements On July 10, 2018, the Company appointed Corbett Kull as an independent director to serve on the Company’s Board of Directors (the “Board”). Mr. Kull’s appointment fills a vacancy on the Board. As compensation for his services as an independent director, Mr. Kull received an initial grant of 41,250 stock options at an exercise price of $1.77 per share (the “Initial Grant”). The Initial Grant is exercisable for a period of five years and vests in equal quarterly installments over a one-year period from the date of grant. In addition, Mr. Kull will receive a quarterly grant of 16,500 with an exercise price at the current market price of the Company’s Common Stock at the time of issuance (the “Quarterly Options”). The Quarterly Options are exercisable for a period of five years from the date of grant and vest in equal quarterly installments over a period of two years from the date of grant. Effective November 21, 2018, Mr. Scott Burell resigned from the Board of Directors of the Company and his positions as a member of the Compensation and Nominating and Corporate Governance Committee and Chairman of the Audit Committee. As a result of his resignation, Mr. Burell did not receive any options for the last quarter of 2018 as options are awarded upon completion of the term. To replace Mr. Burell, Ms. Louisa Ingargiola was appointed on November 27, 2018 as a director of the Board of Directors of the Company, a member of the Compensation and Nominating and Corporate Governance Committee and Chairman of the Audit Committee. Pursuant to his offer letter Mr. Louisa Ingargiola is entitled to receive for his service on the board: (1) an initial grant of five-year options to purchase 41,250 shares of Common Stock upon appointment, which was at an exercise price of $0.77 (equal to the market price of our Common Stock on the date of grant) that will vest in equal installments every calendar quarter over a one year period; and (2) five-year options to purchase 16,500 shares of Common Stock per calendar quarter of service at an exercise price per share equal to the market price of our Common Stock at the time of issuance that will vest in equal installments every calendar quarter for the two year period after date the grant. Effective as of July 18, 2018, Mr. Barrett Mooney joined the Company as Chief Executive Officer. Mr. Bret Chilcott, founder of the Company, stepped down as Chief Executive Officer, but will remain with the Company as President and Chairman of the Board. Pursuant to an employment offer letter dated July 9, 2018, Mr. Mooney will receive as compensation for his services as Chief Executive Officer a base salary of $220,000 per year, which shall be subject to annual performance review by the Compensation Committee of the Board and may be revised by the Board, in its sole discretion. Mr. Mooney received an initial grant of 75,000 shares of restricted Common Stock of the Company which is fully vested. Mr. Mooney was also eligible to receive an award of 75,000 shares of restricted Common Stock of the Company which fully vested as of January 1, 2019 if, and only if, the stock price of the Company reached $3.55 per share and the closing price per share was at or above such price at the end of the day on January 1, 2019. In addition, Mr. Mooney is eligible to receive an award of 20,000 non-qualified stock options under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) upon securing one sustainability pilot program on or before October 31, 2018, and an additional award of 30,000 non-qualified stock options under the Equity Plan upon securing a second sustainability pilot program on or before January 31, 2019. Both awards shall provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the Company’s shares of Common Stock underlying the options as of the date of grant. Mr. Mooney will also be eligible to receive an award of up to 55,000 non-qualified stock options under the Equity Plan based upon the results of his annual performance review in the first quarter of 2019. Effective December 18, 2018, an amendment was signed for the original employment offer letter dated July 9, 2018 hereby providing an amendment to provide that in lieu of the issuance of 75,000 shares of restricted Common Stock of the Company (the “Shares”), the Company shall award to Executive 125,000 Nonqualified Stock Options (the “Stock Options”) under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”). The Stock Options shall be subject to the terms of the Equity Plan and standard option award agreement which shall have a term of 10 years and provide for vesting over a one-year period and exercisability at an exercise price equal to the fair market value of the Company’s Common Stock as of the date of the grant. The award of 75,000 shares were returned to the company and immediately cancelled. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions The following reflects the related party transactions during the years ended December 31, 2018 and 2017. Consulting Ag r On March 1, 2015, the Company entered into a strategic consulting agreement to assist it with raising capital and strategic positioning in an e f ’ r Promissory Notes The Company issued promissory notes for an aggregate amount of $76,050 (the “Related Party Notes A”) that accrued interest at an annual rate of 8% and were set to mature as of the date of the Merger. For the years ended December 31, 2018 and 2017, the Company recorded $1,386 and The Company issued promissory notes for an aggregate amount of $55,000 (the “Related Party Notes B”) that accrued interest at an annual rate of 8% and were set to mature as of the date of the Merger. It was determined that there were no aggregate beneficial conversion features. For the years ended December 31, 2018 and 2017 the Company recorded $1,002 and $2,684 of interest expense, respectively. As of the Merger Date, the principal of $55,000 and the accrued interest of $3,686 were converted at $1.25 per share into 77,769 shares of the Company’s Common Stock. Transactions with Officers The Company’s Chief Financial Officer, Nicole Fernandez-McGovern, is one of the principals of Premier Financial Filings, a full-service financial printer. Premier Financial Filings provided contracted financial services to the Company and their related expenses have been included within general and administrative expenses. For the year ended December 31, 2018, Premier Financial Filings provided services to the Company resulting in fees of $13,302, and an accounts payable of $1,915 as of December 31, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes Prior to April 15, 2015, AgEagle Aerial Systems Inc. was treated as a disregarded entity for income tax purposes. Income taxes, if any, were the responsibility of the sole member. In April 2015, the Company was converted to a corporation. The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At December 31, 2018 and 2017, the total of all deferred tax assets was $1,400,620 and $899,073 respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the deferred tax assets the Company has established a valuation allowance of $1,400,620 and $899,073 for the years ended December 31, 2018 and 2017, respectively. The change in the valuation allowance for the years ended December 31, 2018 and 2017 was $501,548 and $192,125 respectively. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The impact of the re-measurement on the Corporation’s net deferred tax asset, as of December 31, 2017, was an approximately $99,539 decrease in deferred tax assets, with a corresponding decrease in the Company’s valuation allowance, and no impact on income tax expense. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods. At December 31, 2018, the Company had a net operating loss carry forward of approximately $2 million expiring in 2035-2037. Approximately a $100,000 of net operating loss carry forward with no expiration. Management has determined that a 100% valuation allowance be established against net operating losses where it is more likely than not that such losses will expire or will not be available before they are utilized. The Company acquired EnerJex, Inc. in 2018 and changed the name from EnerJex, Inc. to AgEagle Aerial Systems Inc. The federal net operating losses carried forward by EnerJex, Inc. prior to the acquisition are not available to the Company. This limitation is due to the IRC 382 limitation requirement that the business that generated the net operating losses continue for a minimum of two years after the acquisition. The components of income tax benefit for the years ended December 31, 2018 and 2017 consist of the following: 2018 2017 Deferred tax benefit: Federal $ (435,942 ) $ (166,991 ) State (65,606 ) (25,134 ) Increase in valuation allowance $ (501,548 ) $ (192,125 ) A reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate for the years ended December 31 is as follows: 2018 2017 Amount Rate Amount Rate Computed tax at the expected statutory rate $ (436,733 ) 21.00 % $ (271,053 ) 34.00 % State and local income taxes, net of federal (65,606 ) 3.16 (20,998 ) 2.64 Other non-deductible expenses 743 (0.04 ) 387 (0.05 ) Change due to impact of tax rates — (0.00 ) 99,502 (12.49 ) Provision to return true up 48 (0.00 ) 37 (0.00 ) Change in valuation allowance 501,548 (24.12 ) 192,125 (24.10 ) Income tax benefit $ — 0.00 % $ — 0.00 % The temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets at December 31 is as follows: Deferred tax assets: 2018 2017 Deferred revenue $ 1,182 $ — Property and equipment 6,221 5,209 Interest 5,826 38,629 Goodwill amortization (17,876 ) — Intangibles tax amortization 7,488 — Stock options for consulting services employees and directors 32,083 5,363 Stock options for consulting services-related party 51,878 51,878 Common Stock for consulting services-related party 302,000 302,000 Warrant expense 2,194 2,194 Net operating loss carryforward 1,021,276 493,751 Total Deferred tax assets 1,400,620 899,024 Valuation allowance (1,400,620 ) (899,024 ) Net Deferred tax assets $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14- Subsequent Events Preferred C Share Conversions During the month of January 2019, Alpha Capital Anstalt converted 270 shares of Series C Preferred Stock into 433,369 shares of Common Stock at a conversion price of $0.54. During the month of February 2019, Alpha Capital Anstalt converted 216 shares of Series C Preferred Stock into 400,000 shares of Common Stock at a conversion price of $0.54. During the month of March 2019, Alpha Capital Anstalt converted 540 shares of Series C Preferred Stock into 1,000,000 shares of Common Stock at a conversion price of $0.54. New Employment Agreement with Chief Financial Officer Effective January 1, 2019, Ms. Fernandez-McGovern signed a new employment agreement with the Company, whereby her annual base salary increased to $180,000 and a ten-year grant of 50,000 stock options to purchase shares of Common Stock at an exercise price of $0.54 were granted. In addition, Ms. Fernandez-McGovern will continue to receive quarterly awards of 12,000 stock options to purchase Common Stock at an exercise price equal to the market price of our Common Stock at the time of issue during the term of her employment. All of the awards will vest equally over two years. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle Aerial Systems Inc. and its wholly-owned subsidiaries AgEagle Aerial, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC, Black Raven Energy, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such 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 consolidated financial statements. |
Use of estimates | Use of Estimates - |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - |
Cash and Cash Equivalents | Cash and Cash Equivalents - |
Receivables and Credit Policy | Receivables and Credit Polic - The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The Company determined that no allowance was necessary as of December 31, 2018 and December 31, 2017. |
Inventories | Inventorie |
Goodwill | Goodwill - |
Intangible Assets | Intangible Assets – Acquired in Business Combinations - |
Business Combinations | Business Combinations |
Revenue Recognition and Concentration | Revenue Recognition and Concentration- As a result of the Agribotix acquisition, the Company now has an additional product line which is the sale of subscription services for use of the FarmLens The Company has executed one significant non-exclusive worldwide distributor agreement in 2016 and amended this agreement to make it non-exclusive by allowing the Company the right to sell its products directly into the marketplace. Only the non-exclusive worldwide distributor has the right of return within twelve months of purchase up to a certain percentage of the annual sales volume less a restocking fee. As of December 31, 2018, no sales of the Company are subject to this right of return clause per the distributor agreement. Sales concentration information for customers comprising more than 10% of the Company’s total net sales such customers is summarized below: Percent of total sales for year ended December 31, Customers 2018 2017 Customer A 18.0 % * Customer B 10.4 % * Customer C * 20.9 % The table below reflects our revenue for the periods indicated by product mix. For the Year Ended December 31, Type 2018 2017 Product Sales $ 93,219 $ 116,035 Subscription Sales 14,594 — Total $ 107,813 $ 116,035 Vendor Concentration FarmLens |
Vendor Concentration | Vendor Concentration FarmLens |
Shipping Costs | Shipping Costs - |
Advertising Costs | Advertising Costs . |
Earnings Per Share | Earnings Per Share |
Potentially Dilutive Securities | Potentially Dilutive Securities |
Income Taxes | Income Taxes - Accounting for Income Taxes |
Share-Based Compensation Awards | Share-Based Compensation Awards |
Recently Issued Accounting Standards | Recently Issued Accounting Standards - Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services and recognize revenue under the new standard as costs are incurred. Under previous U.S. generally accepted accounting principles (GAAP), revenue was generally recognized when deliveries were made, performance milestones were attained, or as costs were incurred. The new standard accelerates the timing of when the revenue is recognized, however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition for purposes of the Company’s sales as each of the Company’s revenue transactions represent a single performance obligation that is satisfied at a point time or monthly subscription fees which are recognized ratably over the subscription period, as defined in the new ASU. Accordingly, the Company recognizes revenue for small UAVS product contracts with customers at the point in time when the transfer of control passes to the customer, which is generally when title and risk of loss transfer. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method, however the new standard did not have a material impact on the Company’s consolidated financial position and consolidated results of operations, as it did not change the manner or timing of recognizing revenue on a majority of its revenue transactions. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, FASB issued Account Standards Update 2016-02 – Leases In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU 2017-01, Business Combinations—Clarifying the definition of a business In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation 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 financial statements. |
Summary of Accounting Policie_2
Summary of Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Sales concentration information | Sales concentration information for customers comprising more than 10% of the Company’s total net sales such customers is summarized below: Percent of total sales for year ended December 31, Customers 2018 2017 Customer A 18.0 % * Customer B 10.4 % * Customer C * 20.9 % |
Revenue indicated by product mix | The table below reflects our revenue for the periods indicated by product mix. For the Year Ended December 31, Type 2018 2017 Product Sales $ 93,219 $ 116,035 Subscription Sales 14,594 — Total $ 107,813 $ 116,035 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at: December 31, 2018 2017 Raw materials $ 109,826 $ 106,569 Work-in process 30,088 34,850 Finished goods 19,937 32,582 Gross inventory 159,851 174,001 Less obsolete reserve (10,369 ) (15,369 ) Total $ 149,482 $ 158,632 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following at: December 31, 2018 2017 Property and equipment $ 116,313 $ 108,664 Less accumulated depreciation (87,939 ) (69,961 ) $ 28,374 $ 38,703 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets are recorded at cost and consist of the assets acquired for the acquisition of Agribotix. Amortization is computed using the straight-line method over the estimated life of the asset. The Company will annually assess intangible and other long-lived assets for impairment. Intangible assets were comprised of the following at December 31, 2018: Estimated Life Gross Cost Accumulated Amortization Net Book Value Carrying value as of December 31, 2017 $ — $ — $ — Intellectual Property/Technology 5 Years 433,400 (28,893 ) 404,507 Customer Base 20 Years 72,000 (1,200 ) 70,800 Tradenames and Trademarks 5 Years 58,200 (3,880 ) 54,320 Non-compete Agreement 4 Years 160,900 (13,409 ) 147,491 Carrying value as of December 31, 2018 $ 724,500 $ (47,382 ) $ 677,118 |
Investment in Unconsolidated _2
Investment in Unconsolidated Investee (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Business combination | Unaudited summary financial information for Agribotix for the five months ended August 28, 2018 is as follows: STATEMENT OF OPERATIONS Revenues $ 129,171 Cost of sales 100,366 Gross profit 28,805 Operating expenses 418,333 Operating loss (389,528 ) Other expense (3,845 ) Net loss (393,373 ) Amortization of “memo” intangible assets (88,755 ) Total adjusted net loss (482,128 ) Adjustment to fair value of ownership interest $ (482,128 ) Ownership interest 20 % Share of adjusted net income — |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair values of the assets acquired and liabilities | The following table summarizes the total fair value of the consideration transferred as well as the fair values of the assets acquired and liabilities assumed. Common Stock consideration $ 3,000,000 Cash paid 1,000,000 Total purchase consideration 4,000,000 Inventory (3,685 ) Property and equipment (7,650 ) Intangibles assets (724,500 ) Deferred revenue 6,819 Goodwill $ 3,270,984 |
Proforma financial information | The following unaudited proforma financial information gives effect to the Company’s acquisition of Agribotix as if the acquisition had occurred on January 1, 2018 and had been included in the Company’s consolidated statement of operations for the years ended December 31, 2018 and 2017: For the years ended December 31, 2018 2017 Revenue $ 314,486 $ 357,727 Net Income $ (2,702,928 ) $ (1,460,046 ) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The significant weighted average assumptions relating to the valuation of the Company’s stock options granted during the year ended December 31, 2018 were as follows: December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Dividend Yield 0 % 0 % 0 % 0 % 0 % Expected life 3.04 to 6.25 Years 3.5 Years 3.5 Years 3.5 Years 3.5-6.5 Years Expected volatility 74.80 to 80.41% 77.03 % 78.66 % 76.04 % 80.5 % Risk-free interest rate 1.89 to 2.33% 2.81 % 2.68 % 3.01 % 2.59 % |
Summary of Stock Options | A summary of the options activity for the year ended December 31, 2018, are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2018 1,134,830 $ 0.06 8.5 Years $ — Granted 534,598 1.35 5.94 Years $ — Exercised/Cancelled (175,270 ) 0.60 - Years $ — Outstanding at December 31, 2018 1,494,158 $ 0.46 6.93 Years $ — Exercisable at December 31, 2018 782,147 $ 0.22 7.07 Years $ — A summary of the options activity for the year ended December 31, 2017 are as follows: For the Year Ended December 31, 2017 Shares* Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at beginning of year 207,055 $ 0.06 4.0 years $ — Granted 927,775 $ 0.06 10.0 years $ — Outstanding at end of year 1,134,830 $ 0.06 8.5 years $ — Exercisable at end of year 521,873 $ 0.06 7.9 years $ — *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. |
Warrants to Purchase Common S_2
Warrants to Purchase Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Summary of activity related to warrants | A summary of activity related to warrants for the year ended December 31, 2018 follows: Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Outstanding at December 31, 2017 828,221 $ 1.51 5.34 Granted 3,703,703 $ 0.54 4.99 Outstanding at December 31, 2018 4,531,924 $ 0.72 5.05 Exercisable at December 31, 2018 4,531,924 $ 0.72 5.05 *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. A summary of activity related to warrants for the year ended December 31, 2017 follows: Shares* Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Outstanding at December 31, 2016 — $ — — Granted 828,221 $ 1.51 6.60 Outstanding at December 31, 2017 828,221 $ 1.51 6.40 Exercisable at December 31, 2017 828,221 $ 1.51 6.40 *- Amounts have been converted to reflect a stock split and conversion rate of 1.656 that occurred upon the EnerJex merger. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit for the years ended December 31, 2018 and 2017 consist of the following: 2018 2017 Deferred tax benefit: Federal $ (435,942 ) $ (166,991 ) State (65,606 ) (25,134 ) Increase in valuation allowance $ (501,548 ) $ (192,125 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate for the years ended December 31 is as follows: 2018 2017 Amount Rate Amount Rate Computed tax at the expected statutory rate $ (436,733 ) 21.00 % $ (271,053 ) 34.00 % State and local income taxes, net of federal (65,606 ) 3.16 (20,998 ) 2.64 Other non-deductible expenses 743 (0.04 ) 387 (0.05 ) Change due to impact of tax rates — (0.00 ) 99,502 (12.49 ) Provision to return true up 48 (0.00 ) 37 (0.00 ) Change in valuation allowance 501,548 (24.12 ) 192,125 (24.10 ) Income tax benefit $ — 0.00 % $ — 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | The temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets at December 31 is as follows: Deferred tax assets: 2018 2017 Deferred revenue $ 1,182 $ — Property and equipment 6,221 5,209 Interest 5,826 38,629 Goodwill amortization (17,876 ) — Intangibles tax amortization 7,488 — Stock options for consulting services employees and directors 32,083 5,363 Stock options for consulting services-related party 51,878 51,878 Common Stock for consulting services-related party 302,000 302,000 Warrant expense 2,194 2,194 Net operating loss carryforward 1,021,276 493,751 Total Deferred tax assets 1,400,620 899,024 Valuation allowance (1,400,620 ) (899,024 ) Net Deferred tax assets $ — $ — |
Summary of Accounting Policie_3
Summary of Accounting Policies (Details) - Sales Revenue, Net [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Customer A | |||
Concentration percentage | 18.00% | ||
Customer B | |||
Concentration percentage | 10.40% | ||
Customer C | |||
Concentration percentage | 20.90% | ||
[1] | Represents less than 10% of total revenue |
Summary of Accounting Policie_4
Summary of Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 107,813 | $ 116,035 |
Product [Member] | ||
Revenues | 93,219 | 116,035 |
Subscription [Member] | ||
Revenues | $ 14,594 | $ 0 |
Summary of Accounting Policie_5
Summary of Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Accounting Policies [Line Items] | ||
Estimated obsolescence and shrinkage of inventory | $ 10,369 | $ 15,369 |
Shipping Costs | 5,239 | 5,648 |
Advertising costs | $ 1,454 | $ 11,775 |
Warrant [Member] | ||
Summary Of Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,703,703 | 828,200 |
Option [Member] | ||
Summary Of Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,287,103 | 1,134,800 |
Series C Preferred Stock [Member] | ||
Summary Of Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,662 | |
Common Stock [Member] | ||
Summary Of Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,633,333 | |
Convertible notes [Member] | ||
Summary Of Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,095,864 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 109,826 | $ 106,569 |
Work-in-process | 30,088 | 34,850 |
Finished goods | 19,937 | 32,582 |
Gross Inventory | 159,851 | 174,001 |
Less obsolete reserve | (10,369) | (15,369) |
Total inventory | $ 149,482 | $ 158,632 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 116,313 | $ 108,664 |
Less accumulated depreciation | (87,939) | (69,961) |
Property and equipment, net | $ 28,374 | $ 38,703 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 17,980 | $ 18,453 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Gross Cost | $ 724,500 | $ 0 |
Accumulated Amortization | (47,382) | 0 |
Net Book Value | $ 677,118 | $ 0 |
Intellectual Property/Technology [Member] | ||
Estimated Life | 5 years | |
Gross Cost | $ 433,400 | |
Accumulated Amortization | (28,893) | |
Net Book Value | $ 404,507 | |
Customer Base [Member] | ||
Estimated Life | 20 years | |
Gross Cost | $ 72,000 | |
Accumulated Amortization | (1,200) | |
Net Book Value | $ 70,800 | |
Trademarks and Trade Names [Member] | ||
Estimated Life | 5 years | |
Gross Cost | $ 58,200 | |
Accumulated Amortization | (3,880) | |
Net Book Value | $ 54,320 | |
Non-compete agreement [Member] | ||
Estimated Life | 4 years | |
Gross Cost | $ 160,900 | |
Accumulated Amortization | (13,409) | |
Net Book Value | $ 147,491 |
Investment in Unconsolidated _3
Investment in Unconsolidated Investee (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses | $ 2,106,732 | $ 689,539 |
Operating loss | $ (2,060,599) | $ (666,863) |
Ownership interest | 20.00% | |
Agribotix LLC | ||
Revenues | $ 129,171 | |
Cost of sales | 100,366 | |
Gross profit | 28,805 | |
Operating expenses | 418,333 | |
Operating loss | (389,528) | |
Other expense | (3,845) | |
Net loss | (393,373) | |
Amortization of "memo" intangible assets | (88,755) | |
Total adjusted net loss | (482,128) | |
Adjustment to fair value of ownership interest | $ (482,128) | |
Ownership interest | 20.00% | |
Share of adjusted net loss | $ 0 |
Investment in Unconsolidated _4
Investment in Unconsolidated Investee (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock issued | 12,549,394 | 4,200,000 |
Ownership interest | 20.00% | |
Agribotix LLC | ||
Agreegate value of equity membership interests | $ 1,000,000 | |
Common stock issued | 200,000 | |
Ownership interest | 20.00% |
Acquisition (Details)
Acquisition (Details) - USD ($) | 1 Months Ended | ||
Jul. 25, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | $ 3,270,984 | $ 0 | |
Agribotix [Member] | |||
Common stock consideration | $ 3,000,000 | ||
Cash paid | 1,000,000 | ||
Total purchase consideration | 4,000,000 | ||
Inventory | (3,685) | ||
Property and equipment | (7,650) | ||
Intangibles | (724,500) | ||
Deferred revenue | 6,819 | ||
Goodwill | $ 3,270,984 |
Acquisition (Details 1)
Acquisition (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 314,486 | $ 357,727 |
Net Income | $ (2,702,928) | $ (1,460,046) |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - Seller [Member] | Nov. 02, 2017USD ($)$ / sharesshares |
Cash payment | $ | $ 150,000 |
Common stock issued | shares | 200,000 |
Share Price | $ / shares | $ 5 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Dec. 15, 2017 | Mar. 05, 2017 | Feb. 03, 2017 | Dec. 15, 2016 | Sep. 06, 2016 | May 06, 2015 | Mar. 26, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Sep. 15, 2017 | May 15, 2017 | Jan. 24, 2017 |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from convetible debt | $ 0 | $ 335,005 | ||||||||||||||
Exercise price | $ 1.51 | |||||||||||||||
Promissory notes | $ 0 | $ 40,998 | 0 | |||||||||||||
Accrued interest | 185,335 | 1,333 | 185,335 | |||||||||||||
EnerJex | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | 40,998 | |||||||||||||||
Interest expenses | $ 3,670 | |||||||||||||||
Common stock | 787,891 | |||||||||||||||
Accrued interest | $ 88,729 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Preffered shares | 1,631 | |||||||||||||||
Related Party Notes A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Share price | $ 2 | $ 2 | $ 2 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||||||
Interest expenses | $ 1,386 | 5,420 | ||||||||||||||
Number of shares con version | 110,371 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
Promissory notes | $ 30,000 | $ 16,050 | $ 30,000 | |||||||||||||
Related Party Notes B | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Share price | $ 2 | $ 2 | $ 2 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||||||
Interest expenses | 1,002 | 2,684 | ||||||||||||||
Number of shares con version | 77,769 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
Promissory notes | $ 10,000 | $ 32,000 | $ 10,000 | |||||||||||||
Principal | EnerJex | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 125,556 | |||||||||||||||
Principal | Related Party Notes A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 76,050 | |||||||||||||||
Principal | Related Party Notes B | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 55,000 | |||||||||||||||
Accrued Interest | EnerJex | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 4,171 | |||||||||||||||
Accrued Interest | Related Party Notes A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 7,239 | |||||||||||||||
Accrued Interest | Related Party Notes B | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 3,686 | |||||||||||||||
2015 Holders | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 500,000 | |||||||||||||||
Share price | $ 2 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Maturity date | Nov. 6, 2016 | |||||||||||||||
Interest expenses | 9,111 | 40,000 | ||||||||||||||
Number of shares con version | 814,381 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
2015 Holders | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 500,000 | |||||||||||||||
2015 Holders | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 114,556 | |||||||||||||||
2016 Holders | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 300,000 | |||||||||||||||
Share price | $ 3 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Maturity date | Sep. 30, 2017 | |||||||||||||||
Interest expenses | 5,467 | 24,000 | ||||||||||||||
Number of shares con version | 454,440 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
2016 Holders | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 300,000 | |||||||||||||||
2016 Holders | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 42,933 | |||||||||||||||
2017 Holder Note A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 175,000 | |||||||||||||||
Original issue discount | $ 25,000 | 25,000 | ||||||||||||||
Share price | $ 2.50 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||
Interest expenses | 7,077 | 28,566 | ||||||||||||||
Number of shares con version | 139,567 | |||||||||||||||
Conversion price | $ 2.50 | |||||||||||||||
Proceeds from convetible debt | $ 101,250 | |||||||||||||||
Warrants purchase | 200,000 | |||||||||||||||
Exercise price | $ 2.50 | |||||||||||||||
2017 Holder Note A | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 175,000 | |||||||||||||||
2017 Holder Note A | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 35,642 | |||||||||||||||
2017 Holder Note A | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants purchase | 300,000 | |||||||||||||||
2017 Note B | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 100,005 | |||||||||||||||
Share price | $ 2 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Maturity date | Feb. 28, 2018 | |||||||||||||||
Interest expenses | 1,822 | 3,778 | ||||||||||||||
Number of shares con version | 139,943 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
2017 Note B | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | 100,005 | |||||||||||||||
2017 Note B | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 5,600 | |||||||||||||||
2017 Note C | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 35,000 | $ 35,000 | ||||||||||||||
Share price | $ 2 | $ 2 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||
Maturity date | Feb. 28, 2018 | |||||||||||||||
Interest expenses | 638 | $ 731 | ||||||||||||||
Number of shares con version | 48,194 | |||||||||||||||
Conversion price | $ 1.25 | $ 1.25 | ||||||||||||||
2017 Note C | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 35,000 | |||||||||||||||
2017 Note C | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 1,369 | |||||||||||||||
2017 Note D | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Notes Payable | $ 50,000 | |||||||||||||||
Share price | $ 2 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Interest expenses | $ 911 | $ 811 | ||||||||||||||
Number of shares con version | 68,540 | |||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||
2017 Note D | Principal | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 50,000 | |||||||||||||||
2017 Note D | Accrued Interest | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of debt amount | $ 1,722 |
Equity (Details)
Equity (Details) | 3 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 6 months | 3 years 6 months | 3 years 6 months | ||
Expected volatility | 80.50% | 76.04% | 78.66% | 77.03% | |
Risk-free interest rate | 2.59% | 3.01% | 2.68% | 2.81% | |
Minimum [Member] | |||||
Expected life | 3 years 6 months | 3 years 15 days | |||
Expected volatility | 74.80% | ||||
Risk-free interest rate | 1.89% | ||||
Maximum [Member] | |||||
Expected life | 6 years 6 months | 6 years 2 months 30 days | |||
Expected volatility | 80.41% | ||||
Risk-free interest rate | 2.33% |
Equity (Details 1)
Equity (Details 1) - USD ($) | Oct. 04, 2017 | May 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Options | |||||
Options Outstanding, Beginning Balance | 1,134,830 | 207,055 | |||
Options Granted | 534,598 | 927,775 | |||
Options cancelled | (175,270) | ||||
Options Outstanding, Ending Balance | 1,494,158 | 1,134,830 | 207,055 | ||
Options Exercisable at end | 782,147 | 521,873 | |||
Weighted Avg. Exercise Price | |||||
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 0.06 | $ 0.06 | |||
Weighted Avg. Exercise Price Granted | $ 0.06 | $ 2.60 | 1.35 | 0.06 | |
Weighted Avg. Exercise Price cancelled | 0.6 | ||||
Weighted Avg. Exercise Price Outstanding, Ending balance | 0.46 | 0.06 | $ 0.06 | ||
Weighted Avg. Exercise Price Exercisable at end | $ 0.22 | $ 0.06 | |||
Weighted Average Remaining Contractual Term | |||||
Weighted Average Remaining Contractual Term Outstanding | 6 years 11 months 4 days | 8 years 6 months | 4 years | ||
Weighted Average Remaining Contractual Term Granted | 5 years | 5 years 11 months 8 days | 10 years | ||
Weighted Average Remaining Contractual Term Exercisable at end | 7 years 26 days | 7 years 10 months 25 days | |||
Aggregate Intrinsic Value | |||||
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 0 | $ 0 | |||
Aggregate Intrinsic Value Granted | 0 | 0 | |||
Aggregate Intrinsic Value Cancelled | 0 | 0 | |||
Aggregate Intrinsic Value Outstanding, at end | 0 | 0 | $ 0 | ||
Aggregate Intrinsic Value Exercisable at end | $ 0 | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | May 11, 2018 | Oct. 04, 2017 | Oct. 04, 2015 | May 01, 2015 | Apr. 30, 2018 | Apr. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Option available under plan | 2,000,000 | |||||||
Cash compensation | $ 500,000 | |||||||
Option to purchase stock | $ 207,055 | |||||||
Option granted | 534,598 | 927,775 | ||||||
Term | 5 years | 5 years 11 months 8 days | 10 years | |||||
Exercise price | $ 0.06 | $ 2.60 | $ 1.35 | $ 0.06 | ||||
Modification of options to purchase common stock | 207,055 | |||||||
Stock-based compensation expense | $ 283,833 | |||||||
Investor relations expense | $ 400,415 | |||||||
Warrants exercisable | 3,703,703 | |||||||
Warrant term | 5 years | |||||||
Warrant Exercise price | $ 0.54 | |||||||
Employees and directors [Member] | ||||||||
Option to purchase stock | $ 927,774 | |||||||
Exercise price | $ 0.06 | |||||||
Stock-based compensation expense | $ 2,491 | $ 22,192 | ||||||
Employees and directors one [Member] | ||||||||
Option to purchase stock | 534,598 | |||||||
Fair-value of options | 449,491 | |||||||
Stock-based compensation expense | $ 102,698 | |||||||
Employees and directors one [Member] | Minimum [Member] | ||||||||
Exercise price | $ 0.51 | |||||||
Expiration date | Mar. 30, 2023 | |||||||
Employees and directors one [Member] | Maximum [Member] | ||||||||
Exercise price | $ 4.33 | |||||||
Expiration date | Dec. 17, 2028 | |||||||
Alpha Capital Anstalt [Member] | Series B Preferred Stock [Member] | ||||||||
Common stock issued upon conversion of preferred stock (shares) | 5,388 | |||||||
Preferred stock converted (shares) | 8.25 | |||||||
Alpha Capital Anstalt [Member] | Series C Convertible Preferred Stock [Member] | ||||||||
Common stock issued upon conversion of preferred stock (shares) | 2,879 | 1,611,082 | ||||||
Preferred stock converted (shares) | 621.86 | 2,467 | ||||||
Common stock issued upon conversion of preferred stock (shares) | $ 250,000 | |||||||
Additional Common stock issued upon conversion of preferred stock (shares) | 163,265 | |||||||
Additional Preferred stock converted (shares) | 250 | |||||||
AgEagle | Series C Convertible Preferred Stock [Member] | ||||||||
Common stock issued upon conversion of preferred stock (shares) | 1,471,425 | |||||||
Preferred stock converted (shares) | 1,624 | |||||||
Additional Common stock issued upon conversion of preferred stock (shares) | 3,020,797 | |||||||
Additional Preferred stock converted (shares) | 4,000 | |||||||
Financing cost | $ 4,000,000 | |||||||
AgEagle | Series A Preferred Stock [Member] | ||||||||
Common stock issued upon conversion of preferred stock (shares) | 902,186 |
Warrants to Purchase Common S_3
Warrants to Purchase Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants | ||
Warrants Outstanding, Beginning Balance | 828,221 | 0 |
Warrants Granted | 3,703,703 | 828,221 |
Warrants Outstanding, Ending Balance | 4,531,924 | 828,221 |
Warrants Exercisable at end | 4,531,924 | 828,221 |
Weighted Avg. Exercise Price | ||
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 1.51 | $ 0 |
Warrants Granted | 0.54 | 1.51 |
Weighted Avg. Exercise Price Outstanding, Ending balance | 0.72 | 1.51 |
Weighted Avg. Exercise Price Exercisable at end | $ 0.72 | $ 1.51 |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term Outstanding | 4 years 11 months 26 days | 5 years 4 months 2 days |
Weighted-Average Remaining Contractual Term Granted | 5 years 18 days | 6 years 7 months 6 days |
Weighted-Average Remaining Contractual Term Exercisable at end | 5 years 18 days | 6 years 4 months 24 days |
Warrants to Purchase Common S_4
Warrants to Purchase Common Stock (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Notes to Financial Statements | |
Number of warrants purchased | shares | 828,221 |
Exercise price | $ / shares | $ 1.51 |
Warrants exercisable | shares | 3,703,703 |
Proceeds from warrants | $ | $ 2,000,000 |
Warrant term | 5 years |
Warrant Exercise price | $ / shares | $ 0.54 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | Jul. 10, 2018 | Jul. 09, 2018 | Jan. 31, 2019 | Dec. 18, 2018 | Nov. 21, 2018 | Oct. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 24, 2018 | Apr. 04, 2018 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Operating Leases, Rent Expense | $ 13,600 | $ 3,900 | ||||||||||
Periodic payment | $ 500 | |||||||||||
Lease termination date | Sep. 30, 2019 | |||||||||||
Option outstanding | 1,494,158 | 1,134,830 | 207,055 | |||||||||
Common stock to be held in escrow , Shares | 1,215,278 | |||||||||||
Common stock to be held in escrow, Value | $ 350,000 | |||||||||||
Stock option granted | 534,598 | 927,775 | ||||||||||
Common stock, shares issued | 12,549,394 | 4,200,000 | ||||||||||
Commitments description | Effective December 18, 2018, an amendment was signed for the original employment offer letter dated July 9, 2018 hereby providing an amendment to provide that in lieu of the issuance of 75,000 shares of restricted Common Stock of the Company (the “Shares”), the Company shall award to Executive 125,000 Nonqualified Stock Options (the “Stock Options”) under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”). The Stock Options shall be subject to the terms of the Equity Plan and standard option award agreement which shall have a term of 10 years and provide for vesting over a one-year period and exercisability at an exercise price equal to the fair market value of the Company’s Common Stock as of the date of the grant. The award of 75,000 shares were returned to the company and immediately cancelled. | |||||||||||
Investor relations agreement [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Common stock, shares issued | 125,000 | 60,000 | ||||||||||
Louisa Ingargiola [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Stock option granted | 41,250 | |||||||||||
Exercise price | $ 0.77 | |||||||||||
Additionally quarterly grant received | $ 16,500 | |||||||||||
Independent director [Member] | Kull [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Stock option granted | 41,250 | |||||||||||
Exercise price | $ 1.77 | |||||||||||
Additionally quarterly grant received | $ 16,500 | |||||||||||
Chief Executive Officer [Member] | Barrett Mooney [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Stock option granted | 75,000 | |||||||||||
Exercise price | $ 3.55 | |||||||||||
Base salary | $ 220,000 | |||||||||||
Restricted common stock issued | 75,000 | |||||||||||
Chief Executive Officer [Member] | Barrett Mooney [Member] | 2017 Omnibus Equity Incentive Plan [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Nonqualified stock options | 30,000 | 20,000 | 55,000 | |||||||||
AgEagle | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Capital stock oustanding | 5,439,526 | |||||||||||
Common stock conversion | 7,944,941 | |||||||||||
Option outstanding | 685,100 | |||||||||||
Warrants to purchase in connection with common stock | 500,000 | |||||||||||
Conversion of option | 1,134,830 | |||||||||||
Warrants to purchase shares of common stock | 828,221 | |||||||||||
AgEagle | Series A Preferred Stock [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Common stock issued upon conversion of preferred stock (shares) | 902,186 | |||||||||||
Deferred salaries and fees | $ 297,500 | |||||||||||
Common stock issued in connection with payment to deferred salaries and fees | 1,032,986 | |||||||||||
AgEagle | Series C Convertible Preferred Stock [Member] | ||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||
Common stock issued upon conversion of preferred stock (shares) | 1,471,425 | |||||||||||
Preferred stock converted (shares) | 1,624 | |||||||||||
Additional Common stock issued upon conversion of preferred stock (shares) | 3,020,797 | |||||||||||
Additional Preferred stock converted (shares) | 4,000 | |||||||||||
Financing cost | $ 4,000,000 | |||||||||||
Retirement of promissory notes cost | $ 425,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 15, 2017 | Mar. 05, 2017 | Dec. 15, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Sep. 15, 2017 | May 15, 2017 | Jan. 24, 2017 |
Consulting Agreement description | On March 1, 2015, the Company entered into a strategic consulting agreement to assist it with raising capital and strategic positioning in an effort to increase its valuation. Under the terms of the agreement, the Company agreed to issue 125,000 shares of the Company’s Common Stock on May 1, 2015, an additional 125,000 shares of Common Stock on January 15, 2016 and 125,000 stock options exercisable for five years from the issuance date. As of December 31, 2015, no shares were issued to the consultant. The Company recognized $1,250,000 of consulting expense during 2015 and 2016 related to the value of the shares earned, which was based on the estimated fair value of the stock as of December 31, 2015, based on the terms of a transaction which ultimately closed on February 22, 2016 by issuing 500,000 shares of its Common Stock, as there was no dis-incentive for non-performance. During 2016, the Company recognized $555,556 of consulting expense related to the issuance of the Common Stock and $138,802 related to the stock options. No additional expense was recorded for the year-ended December 31, 2017 for the common shares granted in connection with the strategic consulting agreement executed in March 2015. During the 2017, the Company recognized $6,397 of additional consulting expense related to the issuance of the Common Stock for the stock options as a result of the modification of the exercise price of the options from $2.60 per share to $0.10 per share. | ||||||||
Promissory notes | $ 40,998 | $ 0 | |||||||
General and administrative expenses | 1,333,371 | 247,837 | |||||||
Related Party Notes A | |||||||||
Promissory notes | $ 30,000 | $ 16,050 | $ 30,000 | ||||||
Number of shares con version | 110,371 | ||||||||
Conversion price | $ 1.25 | ||||||||
Related Party Notes A | Principal | |||||||||
Conversion of debt amount | $ 76,050 | ||||||||
Related Party Notes A | Accrued Interest | |||||||||
Conversion of debt amount | $ 7,239 | ||||||||
Related Party Notes B | |||||||||
Promissory notes | $ 10,000 | $ 32,000 | $ 10,000 | ||||||
Number of shares con version | 77,769 | ||||||||
Conversion price | $ 1.25 | ||||||||
Related Party Notes B | Principal | |||||||||
Conversion of debt amount | $ 55,000 | ||||||||
Related Party Notes B | Accrued Interest | |||||||||
Conversion of debt amount | $ 3,686 | ||||||||
Nicole Fernandez-McGovern | Premier Financial Filings | Chief Financial Officer | |||||||||
General and administrative expenses | 13,302 | ||||||||
Accounts payables | 1,915 | ||||||||
Consulting Agreement | Related Party Notes A | |||||||||
Promissory notes | $ 76,050 | ||||||||
Accrued interest rate | 8.00% | ||||||||
Interest expense | $ 1,386 | 5,420 | |||||||
Number of shares con version | 110,371 | ||||||||
Conversion price | $ 1.25 | ||||||||
Consulting Agreement | Related Party Notes A | Principal | |||||||||
Conversion of debt amount | $ 76,050 | ||||||||
Consulting Agreement | Related Party Notes A | Accrued Interest | |||||||||
Conversion of debt amount | 7,239 | ||||||||
Consulting Agreement | Related Party Notes B | |||||||||
Promissory notes | $ 55,000 | ||||||||
Accrued interest rate | 8.00% | ||||||||
Interest expense | $ 1,002 | $ 2,684 | |||||||
Number of shares con version | 77,769 | ||||||||
Conversion price | $ 1.25 | ||||||||
Consulting Agreement | Related Party Notes B | Principal | |||||||||
Conversion of debt amount | $ 55,000 | ||||||||
Consulting Agreement | Related Party Notes B | Accrued Interest | |||||||||
Conversion of debt amount | $ 3,686 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax benefit: | ||
Federal | $ (435,942) | $ (166,991) |
State | (65,606) | (25,134) |
Increase in valuation allowance | $ (501,548) | $ (192,125) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at the expected statutory rate | $ (436,733) | $ (271,053) |
State and local income taxes, net of federal | (65,606) | (20,998) |
Other non-deductible expenses | 743 | 387 |
Change due to impact of tax rates | 0 | 99,502 |
Provision to return true up | 48 | 37 |
Change in valuation allowance | 501,548 | 192,125 |
Income tax benefit | $ 0 | $ 0 |
Computed tax at the expected statutory rate | 21.00% | 34.00% |
State and local income taxes, net of federal | 3.16% | 2.64% |
Other non-deductible expenses | (0.04%) | (0.05%) |
Change due to impact of tax rates | 0.00% | (12.49%) |
Provision to return true up | 0.00% | 0.00% |
Change in valuation allowance | (24.12%) | (24.10%) |
Income tax benefit | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred revenue | $ 1,182 | $ 0 |
Property and equipment | 6,221 | 5,209 |
Interest | 5,826 | 38,629 |
Goodwill amortization | (17,876) | 0 |
Intangibles tax amortization | 7,488 | 0 |
Stock options for consulting services employees and directors | 32,083 | 5,363 |
Stock options for consulting services-related party | 51,878 | 51,878 |
Common Stock for consulting services-related party | 302,000 | 302,000 |
Warrant expense | 2,194 | 2,194 |
Net operating loss carryforward | 1,021,276 | 493,751 |
Total Deferred tax assets | 1,400,620 | 899,024 |
Valuation allowance | (1,400,620) | (899,024) |
Net Deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Deferred tax assets | $ 1,400,620 | $ 899,024 |
Valuation allowance | (1,400,620) | (899,024) |
Increase in valuation allowance | (501,548) | $ (192,125) |
Decrease in deferred tax assets | (99,539) | |
Operating loss carry forward | $ 2,000,000 | |
Minimum [Member] | ||
Expiration period | Jan. 1, 2035 | |
Maximum [Member] | ||
Expiration period | Dec. 31, 2037 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock option granted | 534,598 | 927,775 | ||||
Alpha Capital Anstalt [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Common stock issued upon conversion of preferred stock (shares) | 2,879 | 1,611,082 | ||||
Preferred stock converted (shares) | 621.86 | 2,467 | ||||
Subsequent Event [Member] | EmploymentAgreement [Member] | Fernandez-McGovern [Member] | ||||||
Stock option granted | 50,000 | |||||
Exercise price | $ 0.54 | |||||
Additionally quarterly grant received | $ 12,000 | |||||
Base salary | $ 180,000 | |||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Common stock issued upon conversion of preferred stock (shares) | 1,000,000 | 400,000 | 433,369 | |||
Preferred stock converted (shares) | 540 | 540 | 270 |