Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | AgEagle Aerial Systems Inc. | |
Entity Central Index Key | 0000008504 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 14,949,394 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS: | |||
Cash | $ 2,151,124 | $ 2,601,730 | |
Accounts receivable | 11,493 | 93 | |
Inventories, net | 134,137 | 149,482 | |
Prepaid and other current assets | 66,872 | 80,370 | |
Total current assets | 2,363,626 | 2,831,675 | |
Property and equipment, net | 25,142 | 28,374 | |
Intangible assets, net | 635,282 | 677,118 | |
Goodwill | 3,270,984 | 3,270,984 | |
Total assets | 6,295,034 | 6,808,151 | |
CURRENT LIABILITIES: | |||
Accounts payable | 227,958 | 197,827 | |
Accrued expenses | 21,825 | 41,841 | |
Accrued dividends | 41,333 | 1,333 | |
Contract liability | 2,524 | 4,892 | |
Payroll liabilities | 29,172 | 13,521 | |
Promissory note | 9,028 | 40,998 | |
Total current liabilities | 331,840 | 300,412 | |
Total liabilities | 331,840 | 300,412 | |
STOCKHOLDERS' EQUITY: | |||
Preferred stock value | 0 | 0 | |
Common Stock, $0.001 par value, 250,000,000 shares authorized, 14,449,394 and 12,549,394 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 14,449 | 12,549 | |
Additional paid-in capital | 12,190,295 | 12,171,274 | |
Accumulated deficit | (6,241,556) | (5,676,091) | |
Total stockholders' equity | 5,963,194 | 6,507,739 | |
Total liabilities and stockholders' equity | 6,295,034 | 6,808,151 | |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock value | [1] | 0 | 0 |
Series C Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock value | [2] | 4 | 5 |
Series D Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock value | [3] | $ 2 | $ 2 |
[1] | Preferred stock, Series B, $0.001 par value, 0 shares authorized, 0 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | ||
[2] | Preferred stock, Series C Convertible, $0.001 par value, 10,000 shares authorized, 3,636 shares issued and outstanding at March 31, 2019 and 4,662 at December 31, 2018 | ||
[3] | Preferred stock, Series D Convertible, $0.001 par value, 2,000 shares authorized, 2,000 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively |
CONDENSED INTERIM CONSOLIDATE_2
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 14,449,394 | 12,549,394 |
Common stock, shares outstanding | 14,449,394 | 12,549,394 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 3,636 | 4,662 |
Preferred Stock, shares outstanding | 3,636 | 4,662 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 2,000 | 2,000 |
Preferred Stock, shares outstanding | 2,000 | 2,000 |
CONDENSED INTERIM CONSOLIDATE_3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 45,993 | $ 29,191 |
Cost of sales | 33,948 | 23,798 |
Gross Profit | 12,045 | 5,393 |
Operating Expenses: | ||
Selling expenses | 12,127 | 4,627 |
General and administrative | 474,902 | 40,853 |
Professional fees | 90,019 | 151,061 |
Total operating expenses | 577,048 | 196,541 |
Loss from operations | (565,003) | (191,148) |
Other Income (Expenses): | ||
Other income | 0 | 15,065 |
Interest expense | (462) | (27,414) |
Total Other Expenses, Net | (462) | (12,349) |
Loss Before Income Taxes | (565,465) | (203,497) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (565,465) | $ (203,497) |
Net Loss Per Share - Basic and Diluted | $ (0.04) | $ (0.04) |
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted | 13,254,949 | 4,919,236 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock Series A Shares | Preferred Stock Series B Shares | Preferred Stock Series C Shares | Preferred Stock Series D Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, beginning at Dec. 31, 2017 | $ 420 | $ 1,939,832 | $ (3,596,408) | $ (1,656,156) | ||||
Balance, beginning (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 | ||||
AgEagle debt conversion into common stock | $ 788 | 1,503,013 | 1,503,801 | |||||
AgEagle debt conversion into common stock (Shares) | 787,891 | |||||||
AgEagle shareholder common stock conversion to Enerjex common shares | $ 6,537 | (6,537) | ||||||
AgEagle shareholder common stock conversion to Enerjex common shares (Shares) | 2,056 | 2,757,063 | ||||||
Investment in Agribotix | $ 200 | 999,800 | 1,000,000 | |||||
Investment in Agribotix (Shares) | 200,000 | |||||||
Issuance of common and preferred stock for Enerjex shareholders upon merger | $ 0 | $ 1 | $ 1,887 | (606,443) | (604,555) | |||
Issuance of common and preferred stock for Enerjex shareholders upon merger (Share) | 197 | 1,887,094 | ||||||
Issuance of common stock Series C in connection with investment upon merger | $ 6 | 3,979,994 | 3,980,000 | |||||
Issuance of common stock Series C in connection with investment upon merger (Share) | 4,626 | |||||||
Share compensation period costs | 2,491 | 2,491 | ||||||
Net loss | (203,497) | (203,497) | ||||||
Balance, ending at Mar. 31, 2018 | $ 0 | $ 7 | $ 9,832 | 7,812,150 | (3,799,905) | 4,022,084 | ||
Balance, ending (shares) at Mar. 31, 2018 | 8 | 6,879 | 9,832,048 | |||||
Balance, beginning at Dec. 31, 2018 | $ 5 | $ 2 | $ 12,549 | 12,171,274 | (5,676,091) | 6,507,739 | ||
Balance, beginning (shares) at Dec. 31, 2018 | 4,662 | 2,000 | 12,549,394 | |||||
Conversion of Series C Preferred Stock | $ (1) | $ 1,900 | (1,899) | |||||
Conversion of Series C Preferred Stock (Share) | (1,026) | 1,900,000 | ||||||
Conversion of Series D Preferred Stock | (40,000) | (40,000) | ||||||
Conversion of Series D Preferred Stock (Share) | ||||||||
Share compensation period costs | 60,920 | 60,920 | ||||||
Net loss | (565,465) | (565,465) | ||||||
Balance, ending at Mar. 31, 2019 | $ 4 | $ 2 | $ 14,449 | $ 12,190,295 | $ (6,241,556) | $ 5,963,194 | ||
Balance, ending (shares) at Mar. 31, 2019 | 3,636 | 2,000 | 14,449,394 |
CONDENSED INTERIM CONSOLIDATE_4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (565,465) | $ (203,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 45,068 | 4,151 |
Stock-based compensation | 60,920 | 2,491 |
Changes in assets and liabilities: | ||
Accounts receivable | (11,400) | 171 |
Inventories | 15,345 | 15,267 |
Prepaid expenses and other assets | 13,498 | (114,276) |
Contract liability | (2,368) | 0 |
Accounts payable | 30,131 | (461,415) |
Accrued liabilities | (20,016) | (39,634) |
Accrued interest | 0 | 27,412 |
Accrued payroll liabilities | 15,651 | (469) |
Net cash used in operating activities | (418,636) | (769,799) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Cash received in reverse merger | 0 | 256,255 |
Investment in unconsolidated investee | 0 | (35,000) |
Net cash used in investing activities | 0 | 221,255 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on promissory note | (31,970) | 0 |
Proceeds from the issuance of Common Stock and Series C convertible preferred stock in connection with merger, net of $20,000 in fees | 0 | 3,980,000 |
Net cash (used in) provided by financing activities | (31,970) | 3,980,000 |
Net increase (decrease) in cash | (450,606) | 3,431,456 |
Cash at beginning of period | 2,601,730 | 35,289 |
Cash at end of period | 2,151,124 | 3,466,745 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest cash paid | 462 | 0 |
Income taxes paid | 0 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Assets acquired and (liabilities assumed) in reverse merger cash | 0 | 256,255 |
Assets acquired and (liabilities assumed) in reverse merger accounts payable | 0 | (860,812) |
Net liabilities assumed | 0 | (604,557) |
Investment made in unconsolidated investee | 0 | 1,000,000 |
Accrued dividends on Series D Preferred Stock | $ 40,000 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Reverse merger Fees | $ 20,000 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business AgEagle Aerial Systems Inc. (“AgEagle,” “the Company,” “we,” “our,” “us” or “its,”) 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 our 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, AgEagle has been 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 the impact on our natural resources, reduce reliance on inputs and materially increase crop yields and profits. In early 2019, AgEagle expanded its marketing efforts to provide for the introduction of its proprietary aerial imagery and data analytics platform to municipal, state and federal agencies charged with assessing and supporting sustainability initiatives involving public parks and recreation areas, also referred to as urban green spaces. The Company also 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. Central to the Company’s long-term growth strategy, AgEagle will continue to identify opportunities to leverage its proprietary technological platform and industry expertise to penetrate new, high growth market sectors that may benefit from the Company’s advanced aerial imagery-based data collection and analytics solutions. The Company is headquartered at 117 South 4 th Corporate History; Recent Business Combination On March 26, 2018, our predecessor company, EnerJex Resources, Inc. (“EnerJex”), a Nevada company, consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), 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 and AgEagle Sub changed its name to “Eagle Aerial, Inc.” Prior to the Merger, EnerJex was formerly known as Millennium Plastics Corporation (“Millennium) and was incorporated in the State of Nevada on March 31, 1999. In August 2006, Millennium 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. Midwest then 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”). Our leasehold interests were held in our wholly-owned subsidiaries Black Sable, Working Interest, LLC, EnerJex Kansas and Black Raven. On August 28, 2018, AgEagle acquired all right, title and interest in and to all assets owned by Agribotix, LLC, Agribotix, LLC, a Colorado limited liability company (“Agribotix” ) 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™, will benefit the Company and its shareholders by developing important vertically integrated products and services. FarmLens is a subscription cloud analytics service that processes data, primarily collected with a drone such as ours, and makes such data actionable by farmers and agronomists. FarmLens is currently sold by the Company as a subscription service and offered either standalone or in a bundle with drone platforms manufactured by leading drone providers like AgEagle, DJI and senseFly. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 and Black Raven Energy, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, which included condensed consolidated financial statements of the Company and its wholly owned subsidiaries as of March 31, 2019. Accordingly, the condensed consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of the financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2018 and included in the Form 10-K filed with the SEC on March 27, 2019. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 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 - . The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 Our bank balances at time may exceed the FDIC limit. To date, the Company has not experienced any losses on its invested cash. 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 March 31, 2019 and December 31, 2018. Inventorie Goodwill – When assessing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform a two-step impairment test. If we conclude otherwise, then no further action is taken. We also have the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, we measure the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. Intangible Assets – Acquired in Business Combinations – Long-Lived Assets – 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 Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized below: Percent of total sales for three months ended March 31, Customers 2019 2018 Customer A 68.0 % — Customer B 29.1 % — Customer C — 31.8 % Customer D — 27.8 % Customer E — 19.1 % The table below reflects our revenue for the periods indicated by product mix. For three months ended March 31, Type 2019 2018 Product Sales $ 38,083 $ 29,191 Subscription Sales 7,910 — Total $ 45,993 $ 29,191 Vendor Concentration FarmLens Shipping Costs - Shipping costs for the three months ended March 31, 2019 and 2018 totaled $758 and $952, respectively . All shipping costs billed directly to the customer are directly offset to shipping costs resulting in a net expense to the Company which is included in cost of goods sold on the statement of operations. Advertising Costs Earnings Per Share Potentially Dilutive Securities Income Taxes - Share-Based Compensation Awards 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 | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 — Inventories Inventories consist of the following at: March 31, 2019 December 31, 2018 Raw materials $ 97,427 $ 109,826 Work-in-process 27,364 30,088 Finished goods 19,346 19,937 Gross inventory $ 144,136 $ 158,851 Less obsolete reserve (10,000 ) (10,369 ) Total $ 134,137 $ 149,482 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 — Property and Equipment Property and equipment consist of the following at: March 31, 2019 December 31, 2018 Property and equipment $ 116,313 $ 116,313 Less accumulated depreciation (91,171 ) (87,939 ) $ 25,142 $ 28,374 Depreciation expense for the three months ended March 31, 2019 and 2018 was $3,232 and $4,151, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 — Intangible Assets Intangible assets are recorded at cost and consist of the assets acquired in 2018 related to the acquisition of Agribotix. Amortization is computed using the straight-line method over the estimate useful life of the asset. We will annually assess intangible and other long-lived assets for impairment. Intangible assets were comprised of the following at March 31, 2019: Intangible Assets Estimated Life Gross Cost Accumulated Amortization Net Book Value Intellectual Property/Technology 5 yrs. $ 433,400 $ (50,563 ) $ 382,837 Customer Base 5 yrs. 72,000 (8,400 ) 63,600 Tradenames - Trademarks 5 yrs. 58,200 (6,790 ) 51,410 Non-compete agreement 4 yrs. 160,900 (23,465 ) 137,435 Carrying value as of March 31, 2019 $ 724,500 $ (89,218 ) $ 635,282 Amortization expense for the three months ended March 31, 2019 and 2018 was $41,836 and $0, respectively. |
Promissory Note
Promissory Note | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Promissory Note | Note 6 — Promissory Note 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 March 31, 2019 was $9,028, resulting in principal payments of $31,970 made in the first three months of 2019. The Company recorded interest of $462 for the three months ended March 31, 2019. The note was paid in full in April 2019. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Note 7 – Equity Capital Stock Issuances During the three months ended March 31, 2019, Alpha Capital Anstalt converted 1,026 shares of Series C Preferred Stock into 1,900,000 shares of Common Stock at a conversion price of $0.54. Series D Preferred Stock On December 27, 2018, AgEagle Aerial Systems Inc.(the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Alpha Capital Anstalt (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 to purchase 3,703,703 shares of common stock, par value $0.001 per share (the “Warrant,” and the shares of common stock underling the warrants, the “Warrant Shares”) for $2,000,000 in gross proceeds. The Company also entered into a Registration Rights Agreement, granting registration rights to the Purchaser with respect to the Warrant Shares. During the three months ended March 31, 2019, the Company recorded $40,000 of accrued dividends. 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. The Preferred Stock is non-convertible, provides for an 8% annual dividend payable semi-annually and has liquidation rights senior to the Common Stock, but pari passu with the Company’s Series C Preferred Stock. The Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. The Preferred Stock is subject to optional redemption by the Company at 115% of the stated value of the Preferred Stock outstanding at the time of such redemption, plus any accrued but unpaid dividends and all liquidated damages or other amounts due. Any such optional redemption may only be exercised after giving notice and upon satisfaction of certain equity conditions set forth in the Certificate of Designation, including (i) all dividends, liquidated damages and other amounts have been paid; (ii) there is an effective registration statement covering the Warrant Shares, or the Warrant Shares can be exercised through a cashless exercise without restriction under Rule 144, (iii) the Warrant Shares are listed on an exchange, (iv) the holder is not in possession of material, non-public information, (v) there is a sufficient number of authorized shares for issuance of all Warrant Shares, and (vi) for each trading day in a period of 20 consecutive trading days prior to the redemption date, the daily trading volume for the Common Stock on the principal trading market exceeds $200,000 per trading day. Note 7 – Equity-Continued Series C Preferred Stock On November 21, 2017, Alpha Capital Anstalt (“Alpha”) signed a binding commitment letter EnerJex to provide prior to or at the closing of the Merger a minimum of $4 million in new equity capital (the “Private Placement”). The Private Placement was consummated on March 26, 2018. In connection with the Private Placement, Alpha purchased an additional 4,000 shares of Series C Preferred Stock at a purchase price of $1,000 per share for total aggregate consideration of $4 million. At the time of private placement the Series C Preferred Stock was convertible into 2,612,245 shares of our Common Stock. In addition, as consideration for their funding commitment, Alpha received a fee equal to 408,552 shares of our Common Stock. Each share of Series C Preferred Stock is convertible into a number of shares of our Common Stock equal to the quotient determined by dividing (x) the stated value of $1,000 per share, by (y) a conversion price of $1.53. Until the volume weighted average price of our Common Stock on NYSE exceeds $107.50 with average trading volume of 200,000 shares per day for ten consecutive trading days, the conversion price of our Series C Preferred Stock is subject to full-ratchet, anti-dilution price protection. Under that provision, if, while that full-ratchet, anti-dilution price protection is in effect, we issue shares of our Common Stock at a price per share (the “Dilutive Price”) that is less than the conversion price, then the conversion price of our Series C Preferred Stock is automatically reduced to be equal to the Dilutive Price. The effect of that reduction is that, upon the issuance of shares of Common Stock at a Dilutive Price, the Series C Preferred Stock would be convertible into a greater number of shares of our Common Stock. O ptions Issued The Board of Directors of the Company 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. During the three months ended March 31, 2019, the Company issued options to purchase 540,000 shares of Common Stock to directors and employees of the Company at the fair value exercise price ranging from $0.41 to $0.54 per share expiring on March 30, 2024 to March 31, 2029. The Company determined the fair-market value of the options to be $156,134. In connection with the issuance of these options, the Company recognized $1,944 in stock compensation expense for the three months ended March 31, 2019. During the year ended 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 between 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 $57,627 stock compensation expense for the three months ended March 31, 2019. 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 three months ended March 31, 2019 and 2018, the Company recorded $1,349 and $2,491, respectively of stock compensation expense. The fair value of options granted during the three months ended March 31, 2019 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 three months ended March 31, 2019 were as follows: March 31, 2019 Dividend yield 0% Expected life 3.5-6.5 Years Expected volatility 82.4% Risk-free interest rate 2.23% A summary of the options activity for the three months ended March 31, 2019 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2019 1,494,158 $ 0.46 6.93 Years $ 409,678 Granted 540,000 0.42 8.68 Years — Exercised/Forfeited (70,438 ) 0.49 — Years — Outstanding at March 31, 2019 1,963,720 0.45 7.19 Years 256,049 Exercisable at period end 1,101,835 $ 0.26 6.75 Years $ 256,049 For options granted during the three months ended March 31, 2019, the fair value of the Company’s stock was based upon the close of market price on the date of grant. The future expected stock-based compensation expense expected to be recognized in future years is $383,614, through March 29, 2022. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2019 (for outstanding options), less the applicable exercise price. A summary of the options activity for the three months ended March 31, 2018 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2018 1,134,830 $ 0.06 8.5 years $ — Granted 49,500 4.33 5.0 years — Outstanding at March 31, 2018 1,184,330 $ 4.19 4.0 years $ — Exercisable at end of the year 786,914 $ 0.06 4.0 years $ — |
Warrants to Purchase Common Sto
Warrants to Purchase Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Warrants to Purchase Common Stock | Note 8 – Warrants to Purchase Common Stock As of March 31, 2019, the Company had outstanding, in connection with the issuance of debentures in 2017, warrants to purchase 828,221 shares of the Company’s Common Stock at an exercise price of $1.51 with expiration on August 2, 2024. On December 27, 2018, 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 Warrant is 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. All warrants outstanding as of March 31, 2019 are scheduled to expire between December 26, 2023 and October 21, 2024. A summary of activity related to warrants for the three months ended March 31, 2019 follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2019 4,531,924 $ 0.72 5.05 Outstanding at March 31, 2019 4,531,924 0.72 5.05 Exercisable at March 31, 2019 4,531,924 0.72 5.05 A summary of activity related to warrants for the three months ended March 31, 2018 follows: Shares Weighted- Average Exercise Price ($) Weighted-Average Remaining Contractual Term Outstanding at January 1, 2018 828,221 $ 1.51 — Outstanding at March 31, 2018 828,221 $ 1.51 6.10 Exercisable at March 31, 2018 828,221 $ 1.51 6.10 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Operating Leases The Company leases office space in Neodesha, Kansas for $500 a month. The lease terminates on September 30, 2019 with a year to year option to renew upon approval by the city commission of Neodesha. Rent expense was $1,500 and $900 for the three months ended March 31, 2019 and 2018, respectively. 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 $6,000 for the three months ended March 31, 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 — Related Party Transactions The following reflects the related party transactions during the three months ended March 31, 2019 and 2018. 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 three months ended March 31, 2019 and 2018, Premier Financial Filings provided services to the Company resulting in fees of $2,674 and $110, respectively. The fee incurred during the three months ended March 31, 2019 is included in accounts payable as of March 31, 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On May 3, 2019, AgEagle Aerial Systems Inc. (the “Company”), entered into a Consulting Agreement with GreenBlock Capital LLC (“Consultant”), to serve as strategic advisor and consultant to the Company with respect to the development of business opportunities and the implementation of business strategies to be agreed to by both parties (the “Services”). The extent of the Services will be set forth in separate scopes of work, from time to time, to be prepared and mutually agreed to by the parties. As compensation for the Services under the terms of the agreement, Consultant shall receive (i) $25,000 per month during the term of the agreement, (ii) 500,000 shares of restricted stock upon execution of the agreement, and (iii) up to 2,500,000 shares of restricted stock upon the achievement of to-be-determined milestones. The Consultant was previously engaged by the Company between March 2015 and August 2016 to provide consulting services. The Consultant beneficially owns approximately 5.86% of the shares of the Company’s common stock issued and outstanding shares, and holds options to purchase 207,055 shares of the Company’s common stock, exercisable until January 14, 2021 at an exercise price of $0.06 per share. On April 15, 2019, AgEagle Aerial Systems, Inc. (the “Company”), received notification from Mr. Corbett Kull that effective immediately he is resigning as a director of the Company. Mr. Kull did not serve on any of the committees of the Board of Directors (the “Board”). Mr. Kull’s resignation was not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of Mr. Kull’s resignation, the Board currently consists of four directors, three of whom are independent. The Company is not looking for a replacement for Mr. Kull at this time. |
Summary of Accounting Policies
Summary of Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | 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 and Black Raven Energy, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information, which included condensed consolidated financial statements of the Company and its wholly owned subsidiaries as of March 31, 2019. Accordingly, the condensed consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of the financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2018 and included in the Form 10-K filed with the SEC on March 27, 2019. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 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 - . The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 Our bank balances at time may exceed the FDIC limit. To date, the Company has not experienced any losses on its invested cash. |
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 March 31, 2019 and December 31, 2018. |
Inventories | Inventorie |
Goodwill | Goodwill – When assessing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform a two-step impairment test. If we conclude otherwise, then no further action is taken. We also have the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, we measure the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. |
Intangible Assets | Intangible Assets – Acquired in Business Combinations – |
Long-Lived Assets | Long-Lived Assets – |
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 Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized below: Percent of total sales for three months ended March 31, Customers 2019 2018 Customer A 68.0 % — Customer B 29.1 % — Customer C — 31.8 % Customer D — 27.8 % Customer E — 19.1 % The table below reflects our revenue for the periods indicated by product mix. For three months ended March 31, Type 2019 2018 Product Sales $ 38,083 $ 29,191 Subscription Sales 7,910 — Total $ 45,993 $ 29,191 |
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 - |
Share-Based Compensation Awards | Share-Based Compensation Awards 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 |
Summary of Accounting Policie_2
Summary of Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Sales concentration information | Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized below: Percent of total sales for three months ended March 31, Customers 2019 2018 Customer A 68.0 % — Customer B 29.1 % — Customer C — 31.8 % Customer D — 27.8 % Customer E — 19.1 % |
Revenue indicated by product mix | The table below reflects our revenue for the periods indicated by product mix. For three months ended March 31, Type 2019 2018 Product Sales $ 38,083 $ 29,191 Subscription Sales 7,910 — Total $ 45,993 $ 29,191 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at: March 31, 2019 December 31, 2018 Raw materials $ 97,427 $ 109,826 Work-in-process 27,364 30,088 Finished goods 19,346 19,937 Gross inventory $ 144,136 $ 158,851 Less obsolete reserve (10,000 ) (10,369 ) Total $ 134,137 $ 149,482 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following at: March 31, 2019 December 31, 2018 Property and equipment $ 116,313 $ 116,313 Less accumulated depreciation (91,171 ) (87,939 ) $ 25,142 $ 28,374 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets were comprised of the following at March 31, 2019: Intangible Assets Estimated Life Gross Cost Accumulated Amortization Net Book Value Intellectual Property/Technology 5 yrs. $ 433,400 $ (50,563 ) $ 382,837 Customer Base 5 yrs. 72,000 (8,400 ) 63,600 Tradenames - Trademarks 5 yrs. 58,200 (6,790 ) 51,410 Non-compete agreement 4 yrs. 160,900 (23,465 ) 137,435 Carrying value as of March 31, 2019 $ 724,500 $ (89,218 ) $ 635,282 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 were as follows: March 31, 2019 Dividend yield 0% Expected life 3.5-6.5 Years Expected volatility 82.4% Risk-free interest rate 2.23% |
Summary of Stock Options | A summary of the options activity for the three months ended March 31, 2019 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2019 1,494,158 $ 0.46 6.93 Years $ 409,678 Granted 540,000 0.42 8.68 Years — Exercised/Forfeited (70,438 ) 0.49 — Years — Outstanding at March 31, 2019 1,963,720 0.45 7.19 Years 256,049 Exercisable at period end 1,101,835 $ 0.26 6.75 Years $ 256,049 A summary of the options activity for the three months ended March 31, 2018 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2018 1,134,830 $ 0.06 8.5 years $ — Granted 49,500 4.33 5.0 years — Outstanding at March 31, 2018 1,184,330 $ 4.19 4.0 years $ — Exercisable at end of the year 786,914 $ 0.06 4.0 years $ — |
Warrants to Purchase Common S_2
Warrants to Purchase Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Summary of activity related to warrants | A summary of activity related to warrants for the three months ended March 31, 2019 follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2019 4,531,924 $ 0.72 5.05 Outstanding at March 31, 2019 4,531,924 0.72 5.05 Exercisable at March 31, 2019 4,531,924 0.72 5.05 A summary of activity related to warrants for the three months ended March 31, 2018 follows: Shares Weighted- Average Exercise Price ($) Weighted-Average Remaining Contractual Term Outstanding at January 1, 2018 828,221 $ 1.51 — Outstanding at March 31, 2018 828,221 $ 1.51 6.10 Exercisable at March 31, 2018 828,221 $ 1.51 6.10 |
Summary of Accounting Policie_3
Summary of Accounting Policies (Details) - Sales Revenue, Net [Member] | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Customer A | ||
Concentration percentage | 68.00% | |
Customer B | ||
Concentration percentage | 29.10% | |
Customer C | ||
Concentration percentage | 31.80% | |
Customer D | ||
Concentration percentage | 27.80% | |
Customer E | ||
Concentration percentage | 19.10% |
Summary of Accounting Policie_4
Summary of Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 45,993 | $ 29,191 |
Product [Member] | ||
Revenues | 38,083 | 29,191 |
Subscription [Member] | ||
Revenues | $ 7,910 | $ 0 |
Summary of Accounting Policie_5
Summary of Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Summary Of Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
FDIC limit | 250,000 | ||
Estimated obsolescence and shrinkage of inventory | 10,000 | $ 10,369 | |
Shipping Costs | 758 | 952 | |
Impairment losses | 0 | 0 | |
Advertising costs | $ 0 | $ 906 | |
Warrant [Member] | |||
Summary Of Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,531,924 | 828,200 | |
Option [Member] | |||
Summary Of Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,756,665 | 1,184,300 | |
Series C Preferred Stock [Member] | |||
Summary Of Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,636 | ||
Common Stock [Member] | |||
Summary Of Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,733,067 | 4,498,002 | |
Series B And C Preferred Stock [Member] | |||
Summary Of Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,887 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 97,427 | $ 109,826 |
Work-in-process | 27,364 | 30,088 |
Finished goods | 19,346 | 19,937 |
Gross Inventory | 144,136 | 158,851 |
Less obsolete reserve | (10,000) | (10,369) |
Total inventory | $ 134,137 | $ 149,482 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 116,313 | $ 116,313 |
Less accumulated depreciation | (91,171) | (87,939) |
Property and equipment, net | $ 25,142 | $ 28,374 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,232 | $ 4,151 |
Intangible Assets (Details)
Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Gross Cost | $ 724,500 |
Accumulated Amortization | (89,218) |
Net Book Value | $ 635,282 |
Intellectual Property/Technology [Member] | |
Estimated Life | 5 years |
Gross Cost | $ 433,400 |
Accumulated Amortization | (50,563) |
Net Book Value | $ 382,837 |
Customer Base [Member] | |
Estimated Life | 5 years |
Gross Cost | $ 72,000 |
Accumulated Amortization | (8,400) |
Net Book Value | $ 63,600 |
Trademarks and Trade Names [Member] | |
Estimated Life | 5 years |
Gross Cost | $ 58,200 |
Accumulated Amortization | (6,790) |
Net Book Value | $ 51,410 |
Non-compete agreement [Member] | |
Estimated Life | 4 years |
Gross Cost | $ 160,900 |
Accumulated Amortization | (23,465) |
Net Book Value | $ 137,435 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 41,836 | $ 0 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - EnerJex | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Debt Instrument [Line Items] | |
Convertible Notes Payable | $ 9,028 |
Interest expenses | $ 462 |
Common stock | shares | 787,891 |
Maturity date | Mar. 27, 2019 |
Principal payments | $ 31,970 |
Accrued Interest | |
Debt Instrument [Line Items] | |
Conversion of debt amount | 4,171 |
Principal | |
Debt Instrument [Line Items] | |
Conversion of debt amount | $ 125,556 |
Equity (Details)
Equity (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Dividend yield | 0.00% | |
Expected volatility | 82.40% | |
Risk-free interest rate | 2.23% | |
Minimum [Member] | ||
Expected life | 3 years 6 months | |
Maximum [Member] | ||
Expected life | 6 years 6 months |
Equity (Details 1)
Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Options | |||
Options Outstanding, Beginning Balance | 1,494,158 | 1,134,830 | 1,134,830 |
Options Granted | 540,000 | 49,500 | |
Options Exercised/Forfeited | (70,438) | ||
Options Outstanding, Ending Balance | 1,963,720 | 1,184,330 | 1,494,158 |
Options Exercisable at period end | 1,101,835 | 786,914 | |
Weighted Avg. Exercise Price | |||
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 0.46 | $ 0.06 | $ 0.06 |
Weighted Avg. Exercise Price Granted | 0.42 | 4.33 | |
Weighted Avg. Exercise Price Exercised/Forfeited | 0.49 | ||
Weighted Avg. Exercise Price Outstanding, Ending balance | 0.45 | 4.19 | $ 0.46 |
Weighted Avg. Exercise Price Exercisable at period end | $ 0.26 | $ 0.06 | |
Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term Outstanding | 6 years 11 months 4 days | 8 years 6 months | |
Weighted Average Remaining Contractual Term Granted | 8 years 8 months 5 days | 5 years | |
Weighted Average Remaining Contractual Term Outstanding at end | 7 years 2 months 8 days | 4 years | |
Weighted Average Remaining Contractual Term Exercisable at end | 6 years 9 months | 4 years | |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 409,678 | $ 0 | $ 0 |
Aggregate Intrinsic Value Granted | 0 | 0 | |
Aggregate Intrinsic Value Exercised/Forfeited | 0 | ||
Aggregate Intrinsic Value Outstanding, at end | 256,049 | 0 | $ 409,678 |
Aggregate Intrinsic Value Exercisable at period end | $ 256,049 | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Oct. 04, 2015 | Nov. 21, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Option available under plan | 2,000,000 | ||||
Cash compensation | $ 500,000 | ||||
Option granted | 540,000 | 49,500 | |||
Term | 8 years 8 months 5 days | 5 years | |||
Exercise price | $ 0.42 | $ 4.33 | |||
Stock-based compensation expense | $ 383,614 | ||||
Warrants exercisable | 3,703,703 | ||||
Warrant term | 5 years | ||||
Warrant Exercise price | $ 0.54 | ||||
Employees and directors Two [Member] | |||||
Option to purchase stock | $ 540,000 | ||||
Fair-value of options | 156,134 | ||||
Stock-based compensation expense | $ 1,944 | ||||
Employees and directors Two [Member] | Minimum [Member] | |||||
Exercise price | $ 0.41 | ||||
Expiration date | Mar. 30, 2024 | ||||
Employees and directors Two [Member] | Maximum [Member] | |||||
Exercise price | $ 0.54 | ||||
Expiration date | Mar. 31, 2029 | ||||
Employees and directors one [Member] | |||||
Option to purchase stock | $ 534,598 | ||||
Fair-value of options | $ 449,491 | ||||
Stock-based compensation expense | $ 57,627 | ||||
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 | ||||
Employees and directors [Member] | |||||
Option to purchase stock | $ 927,774 | ||||
Exercise price | $ 0.06 | ||||
Stock-based compensation expense | $ 1,349 | $ 2,491 | |||
Alpha Capital Anstalt [Member] | Series C Convertible Preferred Stock [Member] | |||||
Common stock issued upon conversion of preferred stock (shares) | 408,552 | 1,611,082 | |||
Preferred stock converted (shares) | 1,900,000 | ||||
Common stock issued upon conversion of preferred stock (shares) | $ 2,612,245 |
Warrants to Purchase Common S_3
Warrants to Purchase Common Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Warrants | ||
Warrants Outstanding, Beginning Balance | 4,531,924 | 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 | $ 0.72 | $ 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 at beginning | 5 years 18 days | |
Weighted-Average Remaining Contractual Term Outstanding at beginning | 5 years 18 days | 6 years 1 month 6 days |
Weighted-Average Remaining Contractual Term Exercisable at end | 5 years 18 days | 6 years 1 month 6 days |
Warrants to Purchase Common S_4
Warrants to Purchase Common Stock (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / 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 |
Warrants expiration date | Aug. 2, 2024 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense | $ 1,500 | $ 900 |
Periodic payment | $ 500 | |
Lease termination date | Sep. 30, 2019 | |
Agribotix | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Leases, Rent Expense | $ 6,000 | $ 6,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
General and administrative expenses | $ 474,902 | $ 40,853 |
Premier Financial Filings | Chief Financial Officer | Nicole Fernandez-McGovern | ||
General and administrative expenses | $ 2,674 | $ 110 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 03, 2019 | Aug. 31, 2016 |
Consulting Agreement [Member] | ||
Exercise price | $ 0.06 | |
Option to purchase stock | $ 207,055 | |
Expiration date | Jan. 14, 2021 | |
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | Series C Convertible Preferred Stock [Member] | ||
Subsequent Event, Description | Consultant shall receive (i) $25,000 per month during the term of the agreement, (ii) 500,000 shares of restricted stock upon execution of the agreement, and (iii) up to 2,500,000 shares of restricted stock upon the achievement of to-be-determined milestones |