Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36492 | |
Entity Registrant Name | AGEAGLE AERIAL SYSTEMS INC. | |
Entity Central Index Key | 0000008504 | |
Entity Tax Identification Number | 88-0422242 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8863 E. 34th Street North | |
Entity Address, City or Town | Wichita | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 67226 | |
City Area Code | 620 | |
Local Phone Number | 325-6363 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | UAVS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,145,698 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 39,214,638 | $ 23,940,333 |
Accounts receivable, net | 814,712 | |
Inventories, net | 1,030,977 | 135,647 |
Prepaid and other current assets | 697,974 | 122,011 |
Notes receivable | 500,000 | 600,000 |
Total current assets | 42,258,301 | 24,797,991 |
Property and equipment, net | 404,095 | 122,589 |
Right of use asset | 1,073,117 | 257,363 |
Intangible assets, net | 6,210,596 | 440,527 |
Goodwill | 64,573,288 | 3,108,000 |
Other assets | 25,000 | |
Total assets | 114,544,397 | 28,726,470 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 1,151,460 | 159,812 |
Accrued expenses and other liabilities | 815,515 | 1,844,825 |
Contract liabilities | 504,180 | 2,302 |
Current portion of liability related to acquisition agreements | 5,471,592 | |
Current portion of lease liability | 246,559 | 85,895 |
Current portion of promissory note | 89,533 | |
Total current liabilities | 8,189,306 | 2,182,367 |
Long term portion of lease liability | 832,117 | 171,468 |
Long term portion of promissory note | 17,906 | |
Long term portion of liability related to acquisition agreements | 10,625,000 | |
Total liabilities | 19,646,423 | 2,371,741 |
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020 | ||
Common Stock, $0.001 par value, 250,000,000 shares authorized, 74,668,560 and 58,636,365 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 74,669 | 58,636 |
Additional paid-in capital | 123,377,671 | 47,241,757 |
Accumulated deficit | (28,554,366) | (20,945,664) |
Total stockholders’ equity | 94,897,974 | 26,354,729 |
Total liabilities and stockholders’ equity | $ 114,544,397 | $ 28,726,470 |
CONDENSED INTERIM CONSOLIDATE_2
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 74,668,560 | 58,636,365 |
Common stock, shares outstanding | 74,668,560 | 58,636,365 |
CONDENSED INTERIM CONSOLIDATE_3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,937,364 | $ 16,325 | $ 3,638,955 | $ 407,605 |
Cost of sales | 959,229 | 15,030 | 1,658,097 | 188,633 |
Gross Profit | 978,135 | 1,295 | 1,980,858 | 218,972 |
Operating Expenses: | ||||
General and administrative | 4,062,800 | 721,705 | 5,681,928 | 1,161,066 |
Professional fees | 268,987 | 532,406 | 1,953,186 | 703,904 |
Research and development | 907,000 | 0 | 1,335,605 | 0 |
Sales and marketing | 559,833 | 2,552 | 791,427 | 12,643 |
Total Operating Expenses | 5,798,620 | 1,256,663 | 9,762,146 | 1,877,613 |
Loss from Operations | (4,820,485) | (1,255,368) | (7,781,288) | (1,658,641) |
Other Income (Expense): | ||||
Interest (expense) income | 6,164 | 9,015 | ||
Paycheck protection program loan forgiveness | 108,532 | 108,532 | ||
Loss on disposal of fixed assets | (3,712) | (3,712) | ||
Other income, net | 31,329 | 58,751 | ||
Total Other Income (Expense) | 142,313 | 172,586 | ||
Loss Before Income Taxes | (4,678,172) | (1,255,368) | (7,608,702) | (1,658,641) |
Provision for income taxes | ||||
Net Loss | (4,678,172) | (1,255,368) | (7,608,702) | (1,658,641) |
Deemed dividend on Series C Preferred stock and Series D warrants | (4,050,838) | (4,050,838) | ||
Deemed dividend on redemption of Series D Preferred stock | (3,763,591) | (3,763,591) | ||
Deemed dividend on issuance and repurchase of Series E Preferred stock | (1,227,120) | (1,227,120) | ||
Series D Preferred stock dividends | (29,333) | (69,778) | ||
Net Loss Available to Common Stockholders | $ (4,678,172) | $ (10,326,250) | $ (7,608,702) | $ (10,769,968) |
Net Loss Per Common Share - Basic and Diluted | $ (0.07) | $ (0.31) | $ (0.12) | $ (0.44) |
Weighted Average Number of Shares Outstanding During the Period -- Basic and Diluted | 68,338,866 | 33,192,853 | 64,795,122 | 24,394,950 |
CONDENSED INTERIM CONSOLIDATE_4
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Preferred Stock Series E [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 4 | $ 2 | $ 15,424 | $ 12,456,989 | $ (8,198,785) | $ 4,273,634 | |
Balance, beginning (shares) at Dec. 31, 2019 | 3,501 | 2,000 | 15,424,394 | ||||
Purchase of acquisition | $ (164) | 164 | |||||
Purchase of acquisition (shares) | (164,375) | ||||||
Sale of Common stock, net of issuance costs | $ 6,807 | 12,889,935 | 12,896,742 | ||||
Sale of Common stock, net of issuance costs (shares) | 6,807,400 | ||||||
Sale of Common stock from conversion of pre-paid warrants | $ 3,260 | 7 | 3,267 | ||||
Sale of Common stock from conversion of pre-paid warrants (shares) | 3,260,377 | ||||||
Issuance of Common stock for consulting services | $ 250 | 297,250 | 297,500 | ||||
Issuance of Common stock for consulting services (shares) | 250,000 | ||||||
Conversion of Series C Preferred stock | $ (4) | $ 13,634 | (13,594) | ||||
Conversion of Series C Preferred stock (shares) | (3,501) | 13,597,984 | |||||
Conversion of Series D Preferred stock and accrued dividends | $ (2) | $ 3,500 | 160,057 | 163,555 | |||
Conversion of Series D Preferred stock and accrued dividends (shares) | (1,890) | 3,500,000 | |||||
Conversion of Series D warrants | $ 2,948 | (2,948) | |||||
Conversion of Series D warrants (shares) | 2,947,739 | ||||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 1 | 1,009,999 | 1,010,000 | ||||
Issuance of Series E Preferred Stock, net of issuance costs, shares | 1,050 | ||||||
Repurchase of Series E Preferred stock | (1,110,880) | (1,110,880) | |||||
Repurchase of Series E Preferred stock, Shares | (262) | ||||||
Conversion of Series E Preferred stock | $ (1) | $ 3,152 | (3,151) | ||||
Conversion of Series E Preferred stock (shares) | (788) | 3,152,000 | |||||
Deemed dividend on Series C Preferred stock and Series D warrants | 4,050,838 | (4,050,838) | |||||
Deemed dividend on redemption of Series D Preferred stock | 3,763,591 | (3,763,591) | |||||
Exercise of options | $ 34 | (34) | |||||
Exercise of options (shares) | 33,758 | ||||||
Stock-based compensation expense | $ 170 | 139,387 | 139,557 | ||||
Stock-based compensation expense (shares) | 170,000 | ||||||
Net loss | (1,658,641) | (1,658,641) | |||||
Ending balance, value at Jun. 30, 2020 | $ 48,979 | 33,637,610 | (17,671,855) | 16,014,734 | |||
Balance, ending (shares) at Jun. 30, 2020 | 110 | 48,979,277 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 3 | $ 2 | $ 15,610 | 12,470,994 | (8,602,058) | 3,884,551 | |
Balance, beginning (shares) at Mar. 31, 2020 | 3,312 | 2,000 | 15,610,019 | ||||
Sale of Common stock, net of issuance costs | $ 6,807 | 12,889,935 | 12,896,742 | ||||
Sale of Common stock, net of issuance costs (shares) | 6,807,400 | ||||||
Sale of Common stock from conversion of pre-paid warrants | $ 3,260 | 7 | 3,267 | ||||
Sale of Common stock from conversion of pre-paid warrants (shares) | 3,260,377 | ||||||
Issuance of Common stock for consulting services | $ 250 | 297,250 | 297,500 | ||||
Issuance of Common stock for consulting services (shares) | 250,000 | ||||||
Conversion of Series C Preferred stock | $ (3) | $ 13,248 | (13,245) | ||||
Conversion of Series C Preferred stock (shares) | (3,312) | 13,247,984 | |||||
Conversion of Series D Preferred stock and accrued dividends | $ (2) | $ 3,500 | 200,502 | 204,000 | |||
Conversion of Series D Preferred stock and accrued dividends (shares) | (1,890) | 3,500,000 | |||||
Conversion of Series D warrants | $ 2,948 | (2,948) | |||||
Conversion of Series D warrants (shares) | 2,947,739 | ||||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 1 | 1,009,999 | 1,010,000 | ||||
Issuance of Series E Preferred Stock, net of issuance costs, shares | 1,050 | ||||||
Repurchase of Series E Preferred stock | (1,110,880) | (1,110,880) | |||||
Repurchase of Series E Preferred stock, Shares | (262) | ||||||
Conversion of Series E Preferred stock | $ (1) | $ 3,152 | (3,151) | ||||
Conversion of Series E Preferred stock (shares) | (788) | 3,152,000 | |||||
Deemed dividend on Series C Preferred stock and Series D warrants | 4,050,838 | (4,050,838) | |||||
Deemed dividend on redemption of Series D Preferred stock | 3,763,591 | (3,763,591) | |||||
Exercise of options | $ 34 | (34) | |||||
Exercise of options (shares) | 33,758 | ||||||
Stock-based compensation expense | $ 170 | 84,752 | 84,922 | ||||
Stock-based compensation expense (shares) | 170,000 | ||||||
Net loss | (1,255,368) | (1,255,368) | |||||
Ending balance, value at Jun. 30, 2020 | $ 48,979 | 33,637,610 | (17,671,855) | 16,014,734 | |||
Balance, ending (shares) at Jun. 30, 2020 | 110 | 48,979,277 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 58,636 | 47,241,757 | (20,945,664) | 26,354,729 | |||
Balance, beginning (shares) at Dec. 31, 2020 | 58,636,365 | ||||||
Sale of Common stock, net of issuance costs | $ 6,328 | 34,954,776 | 34,961,104 | ||||
Sale of Common stock, net of issuance costs (shares) | 6,328,314 | ||||||
Sale of Common Stock from exercise of warrants | $ 2,517 | 8,302,851 | 8,305,368 | ||||
Sale of Common Stock from exercise of warrants, shares | 2,516,778 | ||||||
Issuance of Common stock for acquisition of MicaSense | $ 541 | 2,999,459 | 3,000,000 | ||||
Issuance of Common stock for acquisition of MicaSense, shares | 540,541 | ||||||
Issuance of Common stock for acquisition of Measure | $ 5,319 | 24,369,681 | 24,375,000 | ||||
Issuance of Common stock for acquisition of Measure, shares | 5,319,145 | ||||||
Stock issued in exchange for professional services | $ 550 | 2,906,450 | 2,907,000 | ||||
Stock issued in exchange for professional services, shares | 550,000 | ||||||
Exercise of options | $ 407 | 75,418 | 75,825 | ||||
Exercise of options (shares) | 406,015 | ||||||
Stock-based compensation expense | $ 371 | 2,527,279 | 2,527,650 | ||||
Stock-based compensation expense (shares) | 371,402 | ||||||
Net loss | (7,608,702) | (7,608,702) | |||||
Ending balance, value at Jun. 30, 2021 | $ 74,669 | 123,377,671 | (28,554,366) | 94,897,974 | |||
Balance, ending (shares) at Jun. 30, 2021 | 74,668,560 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 62,501 | 62,344,452 | (23,876,194) | 38,530,759 | |||
Balance, beginning (shares) at Mar. 31, 2021 | 62,500,815 | ||||||
Sale of Common stock, net of issuance costs | $ 5,271 | 28,641,890 | 28,647,161 | ||||
Sale of Common stock, net of issuance costs (shares) | 5,271,100 | ||||||
Issuance of Common stock for acquisition of MicaSense | $ 541 | 2,999,459 | 3,000,000 | ||||
Issuance of Common stock for acquisition of MicaSense, shares | 540,541 | ||||||
Issuance of Common stock for acquisition of Measure | $ 5,319 | 24,369,681 | 24,375,000 | ||||
Issuance of Common stock for acquisition of Measure, shares | 5,319,145 | ||||||
Stock issued in exchange for professional services | $ 550 | 2,906,450 | 2,907,000 | ||||
Stock issued in exchange for professional services, shares | 550,000 | ||||||
Exercise of options | $ 131 | 34,314 | 34,445 | ||||
Exercise of options (shares) | 130,557 | ||||||
Stock-based compensation expense | $ 356 | 2,081,425 | 2,081,781 | ||||
Stock-based compensation expense (shares) | 356,402 | ||||||
Net loss | (4,678,172) | (4,678,172) | |||||
Ending balance, value at Jun. 30, 2021 | $ 74,669 | $ 123,377,671 | $ (28,554,366) | $ 94,897,974 | |||
Balance, ending (shares) at Jun. 30, 2021 | 74,668,560 |
CONDENSED INTERIM CONSOLIDATE_5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,608,702) | $ (1,658,641) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of fixed assets | 3,712 | |
Depreciation and amortization | 454,876 | 84,358 |
Allowance for bad debts | 47,262 | |
Stock-based compensation | 2,527,650 | 139,557 |
Stock issued in exchange for professional services | 2,907,000 | 297,500 |
Paycheck protection program loan forgiveness | (108,532) | |
Changes in assets and liabilities: | ||
Accounts receivable | (383,059) | 65,833 |
Inventories | (206,031) | (241,876) |
Prepaid expenses and other assets | (220,339) | (47,058) |
Accounts payable | 587,482 | 84,291 |
Accrued expenses and other liabilities | (1,649,198) | 60,765 |
Contract liabilities | 141,644 | 504,592 |
Net cash used in operating activities | (3,506,235) | (710,679) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (210,576) | (6,173) |
Acquisition of MicaSense | (14,536,863) | |
Acquisition of Measure | (9,445,258) | |
Platform development costs | (369,060) | |
Net cash used in investing activities | (24,561,757) | (6,173) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from promissory note | 107,439 | |
Issuance of Series E Preferred stock | 1,010,000 | |
Repurchase of Series E Preferred stock | (1,110,880) | |
Sales of Common stock, net of issuance cost | 34,961,104 | 12,896,742 |
Sale of Common stock from exercise of warrants | 8,305,368 | 3,267 |
Exercise of stock options | 75,825 | |
Net cash provided by financing activities | 43,342,297 | 12,906,568 |
Net increase in cash | 15,274,305 | 12,189,716 |
Cash at the beginning of the year | 23,940,333 | 717,997 |
Cash at the end of the period | 39,214,638 | 12,907,713 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest cash paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Series B, C, D and E preferred stock into Common stock | 6,441 | |
Deemed dividends | 7,884,207 | |
Liability related to MicaSense Acquisition | 5,000,000 | |
Stock consideration for MicaSense Acquisition | 3,000,000 | |
Liability related to Measure Acquisition | 5,471,592 | |
Stock consideration for Measure Acquisition | $ 24,375,000 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business AgEagle™ Aerial Systems Inc. (“AgEagle” or the “Company”), through its wholly owned subsidiaries, is actively engaged in designing, and delivering best-in-class drones, sensors and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected, industry leader offering best-in-class, full stack drone solutions to a wide range of industries, including energy, construction, agriculture and government. AgEagle is led by a proven management team with years of drone industry experience. In the first half of 2019, the Company introduced HempOverview In January 2021, AgEagle acquired MicaSense™, Inc. (“MicaSense”), based in Seattle, Washington. MicaSense has been at the forefront of advanced drone sensor development since its founding in 2014, having formed integration partnerships with several leading fixed wing and multi-rotor drone manufacturers. MicaSense’s patented, high precision thermal and multispectral sensors serve the aerial mapping and analytics needs of the agriculture market. MicaSense’s high performance proprietary products, including Altum RedEdge-MX RedEdge-MX Blue Atlas Flight In April 2021, AgEagle acquired Measure Global, Inc. (“Measure”), a company founded in 2020 with business operations in Washington, D.C. and Austin, Texas. Serving a world class customer base, Measure enables its customers to realize the transformative benefits of drone technology through its Ground Control Ground Control We intend to grow our business and preserve our leadership position by developing new drones, sensors and software and capturing a significant share of the global drone market. In addition, we expect to accelerate our growth and expansion through strategic acquisitions of companies offering distinct technological and competitive advantages and have defensible IP protection in place, if applicable. The Company is headquartered in Wichita, Kansas with business operations and several offices located throughout the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant 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., AgEagle Sensors, Inc., MicaSense, Inc., and Measure Global, Inc., 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 condensed interim 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. Correction of Prior Period Information Use of Estimates – Impact of COVID-19 Pandemic As of June 30, 2021, our locations and primary suppliers continue to operate. During the first half of 2021, there has been a trend in many parts of the world of increasing availability and administration of the vaccine against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. However, infection rates and regulation continue to fluctuate, and there continues to be global impacts resulting from the pandemic, including increases in costs in connection with logistics services and supply chains, port congestion, supplier delays and shortfalls in microchip supply. We continue to work through supplier constraints caused by the COVID-19 outbreak, as well as the microchip shortage. Fair Value Measurements and Disclosures The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, notes receivable, accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of June 30, 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis. Concentration – 250,000 As of June 30, 2021 and 2020, there was one significant vendor that the Company relied upon to perform certain services for the Company’s technology platforms. This vendor provides services to the Company which can be replaced by alternative vendors should the need arise. Receivables and Credit Policy – 814,712 0 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 $ 47,262 no Inventorie – 10,000 Goodwill and Intangible Assets Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology, and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from two to ten years. Business Combinations – Revenue Recognition and Concentration – Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation are completed. The balance of contract liabilities as of June 30, 2021, was $ 504,180 2,302 The Company’s FarmLens, Atlas Ground Control Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized as follows: Sales concentration information Percent of total revenues for the three and six months ended June 30, Customers 2021 2020 Customer A — % 91.8 % No accounts receivable was due from Customer A as of June 30, 2020 and December 31, 2020, respectively. The table below reflects our revenue for the quarters indicated by product mix. Revenue indicated by product mix For the three months ended June 30, For the six months ended June 30, Type 2021 2020 2021 2020 Drone and Custom Manufacturing Sales $ 59,893 $ — $ 59,893 $ 374,278 Sensors Sales 1,705,220 — 3,382,568 — Software Subscription Sales 172,251 16,325 196,494 33,327 Total $ 1,937,364 $ 16,325 $ 3,638,955 $ 407,605 Shipping Costs – Research and Development Expenses Loss Per Common Share – Potentially Dilutive Securities – 2,311,167 3,283,697 2,550,387 Leases – Leases Income Taxes – Accounting for Income Taxes Stock-Based Compensation Awards – ”Compensation – Stock Compensation,” The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses In December 2019, the FASB issued ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes. 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 consolidated financial statements. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 — Inventories Inventories consist of the following at: Inventories June 30, December 31, Raw materials $ 331,642 $ 88,091 Work-in process 615,133 50,447 Finished goods 94,202 7,109 Gross inventory 1,040,977 145,647 Less: inventory reserve (10,000 ) (10,000 ) Total $ 1,030,977 $ 135,647 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Notes Receivable | |
Notes Receivable | Note 4 – Notes Receivable On October 14, 2020, the Company executed a Convertible Promissory Note pursuant to which the Company has made a loan to Valqari, LLC (“Valqari”), in the principal aggregate amount of $ 500,000 The loan matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that has accrued, but remains, unpaid was due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $15,000,000, (y) such offer, upon consummation, would result in a change in control (as defined in the note) of Valqari, and (z) at such time Valqari, is actively engaged in the negotiation or finalization of such acquisition transaction; or (ii) Valqari has initiated, or is in the process of initiating, a conversion to a “C-Corporation” under the Internal Revenue Code, whereas such conversion will be completed no later than one day prior to the extended Maturity Date. Valqari may not prepay the Note prior to the Maturity Date. On April 15, 2021, the Note was extended for an additional six months as outlined per the agreement until October 15, 2021. In the event of a change in control or conversion of Valqari to a “C-Corporation” under the Internal Revenue Code on or before the Maturity Date, the Company may convert the outstanding principal amount of the Note and any unpaid accrued interest into (i) Class B Common Units of Valqari: immediately prior to the closing of a Change in Control or (ii) upon Valqari’s conversion to a C-corporation, shares of Valqari Common Stock, in both cases at a conversion price no higher than a pre-money valuation of $15,000,000. The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter. AgEagle demanded payment of the Note, including accrued interest; based on the initial maturity date of April 14, 2021; however, Valqari has alleged that the note’s maturity date was extended to October 14, 2021. AgEagle disputes this extension; however, for practical reasons AgEagle intends to wait until October in order to pursue collection actions, if necessary On November 16, 2020, the Company (Payee) executed a promissory note in connection with a proposed acquisition (the “Proposed Acquisition”) by the Payee or its affiliate, for 100% of the capital stock of MicaSense Inc., (“MicaSense”). As of June 30, 2021, Parrot Drones S.A.S. promised to pay to the Company the principal amount of $100,000 provided, however that such principal amount was off-set and reduced by all amounts paid or due in connection with the purchase price upon closing of the Proposed Acquisition. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment Property and equipment consist of the following at: Property and Equipment Type Estimated Life June 30, 2021 December 31, 2020 Leasehold improvements 3 $ 22,265 $ 22,265 Equipment and vehicles 5 126,667 100,532 Computer equipment 3 5 290,788 23,369 Office furniture 5 110,586 54,798 Drone equipment 3 95,393 32,138 Production fixtures 5 125,936 — Total 771,635 233,102 Less accumulated depreciation (367,540 ) (110,513 ) Total Property and equipment, net $ 404,095 $ 122,589 Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 34,321 3,947 54,055 7,886 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 – Goodwill and Intangible Assets Intangible assets are recorded at cost and consist of the assets acquired for the acquisition of the FarmLens HempOverview Goodwill and intangible assets were comprised of the following as of June 30, 2021 and December 31, 2020: Intangible Assets Name Estimated Life Balance at December 31, 2020 Additions Amortization Impairment Balance at June 30, 2021 Intellectual property/technology 5 7 $ 231,146 $ 2,664,448 $ (163,724 ) $ — $ 2,731,870 Customer relationships 3 10 38,400 1,878,658 (103,094 ) — 1,813,964 Tradenames and trademarks 5 10 31,040 1,196,203 (46,022 ) — 1,181,221 Non-compete agreement 2 4 67,042 62,521 (27,927 ) — 101,636 Platform development costs 3 72,899 369,060 (60,054 ) — 381,905 Total Intangible Assets $ 440,527 $ 6,170,890 $ (400,821 ) $ $ 6,210,596 Goodwill 3,108,000 61,465,288 — — 64,573,288 Total $ 3,548,527 $ 67,636,178 $ (400,821 ) $ — $ 70,783,884 The weighted average remaining amortization period in years is 6.69 years. 288,065 38,236 400,821 76,472 Future amortization is as follows for fiscal years ending: Future amortization 2021 2022 2023 2024 2025 and Thereafter Total Intellectual property/technology $ 233,658 $ 467,315 $ 438,422 $ 380,635 $ 1,211,840 $ 2,731,870 Customer relationships 150,460 300,921 296,121 180,819 885,643 1,813,964 Tradenames and trademarks 65,630 131,260 127,380 119,620 737,330 1,181,220 Non-compete agreement 35,743 58,077 7,816 — — 101,636 Platform development costs 73,660 147,320 147,320 13,606 — 381,906 Total $ 559,151 $ 1,104,893 $ 1,017,059 $ 694,680 $ 2,834,813 $ 6,210,596 |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Note 7 – Acquisition On January 27, 2021, the Company entered into a stock purchase agreement (the “MicaSense Purchase Agreement”) with Parrot Drones S.A.S. and Justin B. McAllister (the “MicaSense Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of MicaSense, Inc. (“MicaSense”) from the MicaSense Sellers. MicaSense is based in Washington and manufactures and sells its patented, high precision thermal and multispectral sensors, serving the aerial mapping and analytics needs of the agriculture market. In addition, MicaSense’s patented technologies are well positioned to address applications in advanced inspection in the energy, construction and government sectors, among other solutions. MicaSense’s high performance proprietary products, including Altum RedEdge-MX RedEdge-MX Blue Atlas Flight The Company filed a Form S-3 Registration Statement (the “Registration Statement”) covering the resale of the Shares with the SEC on May 10, 2021. The Registration Statement was declared effective on June 1, 2021 (File Number: 333-255940). In addition, the Company shall use its best efforts to keep the Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary) until all Shares and other securities covered by such Registration Statement have been disposed of. The MicaSense Sellers are required to reimburse the Company up to $50,000 for reasonable legal fees and expenses incurred by the Company in connection with such registration. The MicaSense Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the MicaSense Sellers with respect to MicaSense’s business, operations and financial condition. The MicaSense Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the MicaSense Sellers, and the agreement of the MicaSense Sellers not to compete with certain aspects of the business of MicaSense following the closing of the transaction. The completion of the transactions contemplated by the MicaSense Purchase Agreement is subject to customary closing conditions, including, among others: (i) the absence of a material adverse effect on MicaSense, (ii) the delivery by the parties of certain ancillary documents, including the Registration Rights Agreement, and (iii) the execution by a key employee of MicaSense of an employment agreement. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the MicaSense Purchase Agreement. . The fair value of the purchase consideration was allocated to the net tangible assets acquired and to the separately identifiable intangible assets. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as goodwill in accordance with ASC 805. The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of tangible assets; (2) changes in allocations to intangible assets such as trade names, developed technology and customer relationships, as well as goodwill; and (3) other changes to assets and liabilities. As of June 30, 2021, the Company has recorded a change to Goodwill as a result of changes in the preliminary allocation used to determine revenue and costs attributed to the purchase price allocation. The following table summarizes the allocation of the purchase price as of the acquisition date of January 27, 2021: Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,554,169 Plus: fair value of liabilities assumed: Deferred revenue 40,812 Fair value of liabilities assumed $ 40,812 Less: fair value of assets acquired: Cash & short-term investments 885,272 Other tangible assets 542,978 Identifiable intangibles 3,133,141 Fair value of assets acquired $ 4,561,391 Net nonoperating assets 25,000 Adjustment for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,976,558 On April 19, 2021, the Company entered into a stock purchase agreement (the “Measure Purchase Agreement”) with Brandon Torres Declet, in his capacity as Measure Sellers’ representative, and the sellers named in the Measure Purchase Agreement (the “Measure Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Measure Global Inc., a Delaware corporation (“Measure”) from the Measure Sellers. Measure is an aerial intelligence company that builds software to automate drone operations workflows. The aggregate purchase price for the shares of Measure is $45,000,000, less the amount of Measure’s debt and transaction expenses and subject to a customary working capital adjustment. The purchase price is comprised of $15,000,000 in cash, and shares of common stock of the Company, having an aggregate value of $30,000,000 based on a volume weighted average trading price of the Common Stock over a seven consecutive trading day period prior to the date of issuance of the shares of Common Stock to the Measure Sellers (the “Shares”). The Company issued 5,319,145 shares, in the aggregate, to the Measure Sellers and will pay $5,000,000 of the cash portion of the purchase price 90 days after the closing date of the transaction. As a result of this transaction, Measure is now a wholly-owned subsidiary of the Company. The consideration is also subject to a $5,625,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released on the date that is 18 months from the closing date, less any amounts paid or reserved for outstanding indemnity claims and certain amounts subject to employee retention conditions set forth in the Measure Purchase Agreement. The Measure Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the Measure Sellers with respect to Measure’s business, operations and financial condition. The Measure Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Measure Sellers, and the agreement of the Measure Sellers not to compete with certain aspects of the business of Measure following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to: (i) the absence of a material adverse effect on Measure, (ii) the delivery by the parties of certain ancillary documents, and (iii) the execution by key employees of Measure of employment offer letters. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties and covenants in the Purchase Agreement. The Shares issuable to the Measure Sellers pursuant to the Measure Purchase Agreement were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. The fair value of the purchase consideration was allocated to the preliminary fair value of the net tangible assets acquired and to the separately identifiable intangible assets. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as goodwill in accordance with ASC 805. The Company has performed a preliminary valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities. The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of tangible assets; (2) changes in allocations to intangible assets such as trade names, developed technology and customer relationships, as well as goodwill; and (3) other changes to assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date of April 19, 2021: Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Fair value of liabilities assumed $ 319,422 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 39,078 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,194,311 Net nonoperating assets 39,775 Goodwill $ 42,488,730 |
Promissory Note
Promissory Note | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Promissory Note | Note 8 – Promissory Note On May 6, 2020, the Company received a loan in the amount of $ 107,439 May 6, 2022 The unforgiveable portion of the PPP loan was payable over two years and could be extended to five years if agreed upon by both parties and bears interest at a rate of 1%, with a deferral of payments for the first six months. The Company intended to use the proceeds for purposes consistent with the PPP. On May 16, 2021, the outstanding principal and interest accrued on the PPP Term Note were fully forgiven. The Company recognized $108,532 in gain on the forgiveness of the PPP Term Note including interest accrued, which was recorded in other (expense) income on the condensed interim consolidated statements of operations. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 9 – Equity Capital Stock Issuances On January 2021, the Company issued 1,057,214 shares of Common Stock in connection with a securities purchase agreement (the “December Purchase Agreement”) entered on December 31, 2020, the gross proceeds associated to this exercise were $ 6,313,943 On February 8, 2021, the Company received $8,305,368 in additional gross proceeds associated with the exercise of 2,516,778 of warrants issued at a price of $3.30 in connection with a securities purchase agreement dated August 4, 2020. Securities Purchase Agreement Dated December 31, 2020 On December 31, 2020, the Company and an Investor entered into the December Purchase Agreement pursuant to which the Company agreed to sell to the Investor in a registered direct offering pre-funded warrants (the “December Pre-Funded Warrants”) to purchase up to 1,057,214 shares of Common Stock, par value $0.001 Common Stock, for gross proceeds of approximately $6.35 million (which includes subsequent payment of the exercise price of the December Pre-Funded Warrants in the amount of $1,057). The shares of Common Stock underlying the December Pre-Funded Warrants are referred to as the “December Warrant Shares.” The purchase price for each December Pre-Funded Warrant was $6.029, the exercise price for each December Pre-Funded Warrant was $0.001. Net proceeds from the sale were used for working capital. The December Pre-Funded Warrants and the December Warrant Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-239157), which was declared effective on June 19, 2020. Pursuant to the terms of the December Purchase Agreement, the Company agreed to certain restrictions on future stock offerings, including that during the 45-trading day period following the closing, the Company did not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain limited exceptions. The Investor had a right from the date of the December Purchase Agreement until April 30, 2021 to participate in a subsequent financing by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. The exercise price of the December Prefunded Warrants and the number of December Warrant Shares issuable upon the exercise thereof were subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the December Prefunded Warrants. The December Pre-Funded Warrants allowed for cashless exercise at any time. The December Pre-Funded Warrants contained a beneficial ownership limitation such that none of the December Pre-Funded Warrants could be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 9.99% of our outstanding shares of Common Stock following the exercise of such December Pre-Funded Warrants. Filing of Registration Statement and Sales Agreement Pursuant to the terms of the Registration Rights Agreement executed on February 5, 2021, the Company filed an initial registration statement for up to $200,000,000 of securities which may be issued by the registrant from time to time in indeterminate amounts and at indeterminate times. On May 25, 2021, the Company entered into an at-the-market Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents (the “Agents”), in connection with the offer and sale from time to time of shares of the Company’s common stock, having an aggregate offering price of up to $100,000,000 (the “ATM Shares”), through an at-the-market equity offering program (the “ATM Offering”). The ATM Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252801), which was filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2021 and declared effective on May 6, 2021. A prospectus supplement relating to the ATM Offering was filed with the SEC on May 25, 2021. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Under the Sales Agreement, the Sales Agents may sell ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, including, without limitation, sales made by means of ordinary brokers’ transactions, directly on or through NYSE American LLC, on or through any other national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, in the over-the-counter market, in privately negotiated transactions, to or through a market maker or a combination of any such methods. The Company agreed to pay the Sales Agents a commission equal to 3% of the gross proceeds from the sales of ATM Shares pursuant to the Sales Agreement. The Sales Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Sales Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC. During the period from May 29, 2021, through June 30, 2021, the Company sold 5,271,100 shares of Common Stock, par value $0.001, at a stock price between $5.02 and $6.30 per shares, for proceeds of $28,647,161, net of costs. Issuances of Restricted Stock Units (RSUs) On May 18, 2020, the Company issued in connection with the commencement of employment of its Chief Executive Officer, 100,000 shares of restricted stock units under the Company’s 2017 Omnibus Equity Incentive Plan (the “ Plan”), which will fully vest after one year of continued employment. The Company determined the fair-market value of the restricted stock units to be $134,000. In connection with the issuance of these restricted stock units, the Company recognized $ 50,516 in stock compensation expense for the six months ended June 30, 2021 which is included in general and administrative expenses on the condensed interim consolidated statements of operations. There was no remaining unrecognized stock compensation expense as of June 30, 2021. On March 5, 2021, the Company issued its Chief Financial Officer 10,000 restricted shares of Common Stock and 5,000 restricted shares of Common Stock to another employee of the Company. The Company recognized a total of $87,600 of expense at a fair value of $5.84 per share within stock compensation expense related to these issuances for the six months ended June 30, 2021, which is included in general and administrative expenses on the consolidated statements of operations. On April 19, 2021, he board of directors of the Company (the “Board”), upon recommendation of the Compensation Committee, approved an award under the Company’s Plan of 100,000 RSUs to the Company’s former Chief Executive Officer, and 125,000 RSUs to the Company’s Chief Financial Officer and EVP of Operations, in accordance therewith with their amended respective employment letters. The Company determined the fair market value of the restricted stock units to be $1,215,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $179,271 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations. On April 19, 2021, the Board approved, in connection with the acquisition of Measure, an award of 125,000 RSUs under the Company’s Plan to Brandon Torres-Declet upon his appointment as senior management of the Company. The Company determined the fair market value of the restricted stock units to be $675,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $134,273 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations. On April 19, 2021, the Board approved, in connection with the acquisition of Measure, an award of 10,000 RSUs under the Company’s Plan to Jesse Stepler upon his appointment of as senior management of Measure Global, Inc. The Company determined the fair market value of the restricted stock units to be $54,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $10,738 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations. During the month of May 2021, pursuant to a review of the compensation of the senior management managements’ performance in 2020, the Board granted 229,750 RSUs to certain senior managers of the Company. These awards were valued at approximately $1,196,565 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vested immediately. For the three and six months ended June 30, 2021, the Company recorded $1,196,565 in stock-based expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations. On May 24, 2021, the Company issued to the former Chief Executive Officer, 26,652 RSUs as part of the separation agreement. These awards were valued at approximately $125,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vested immediately. For the three and six months ended June 30, 2021, the Company recorded $125,000 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations. The following table outlines the restricted stock unit activity for the six months ended June 30, 2021: Schedule of restricted stock unit activity Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2020 100,000 $ 1.34 Granted 631,402 $ 5.31 Canceled (91,667 ) $ 5.40 Released during period (100,000 ) $ 1.34 Vested (323,067 ) $ 5.23 Non-vested, June 30, 2021 216,668 $ 5.40 As of June 30, 2021, the Company had approximately $1,124,716 of total unrecognized compensation cost related to stock options which will be amortized over approximately ten months. Issuance of common stock for acquisitions On April 19, 2021, the Company issued 5,319,145 shares of Common Stock in connection with the Measure Purchase Agreement based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of these shares of Common Stock at the fair market value of $24,375,000. On April 27, 2021, the Company issued 540,541 shares of Common Stock in connection with the MicaSense Purchase Agreement based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of these shares of Common Stock at the fair market value of $3,000,000. Options On March 26, 2018, the 2017 Omnibus Equity Incentive Plan (the “Plan”) became effective. Under the Plan, 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 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. On June 16, 2021, the Company held its 2021 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Plan from 4,000,000 to 10,000,000. 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 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 six months ended June 30, 2021, the Company issued options to purchase 659,500 5.03 10.11 2,474,944 224,305 326,495 The Company previously issued options to purchase 3,469,540 0.06 3.18 The fair value of options granted during the six months ended June 30, 2021 and 2020 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 assumptions relating to the valuation of the Company’s stock options granted during the six months ended June 30, 2021 were as follows: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions March 31, 2021 June 30, 2021 Dividend yield 0.00 0.00 Expected life 3.02 3.01 Expected volatility 85.41 84.16 Risk-free interest rate 0.36 0.32 Exercise price $ 0.06 0.56 $ 0.06 2.28 A summary of the options activity for the six months ended June 30, 2021 is as follows: Summary of Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 2,255,267 $ 1.46 5.31 $ 10,247,548 Granted 659,500 6.99 4.74 2,400 Exercised (406,015 ) 0.21 — 2,090,198 Expired/Forfeited (197,585 ) 5.53 — 81,485 Outstanding at June 30, 2021 2,311,167 $ 2.92 4.59 $ 6,526,820 Exercisable at period end 1,187,099 $ 1.41 4.46 $ 4,820,479 For options granted during the six months ended June 30, 2021, the fair value of the Company’s Common 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 $2,697,970 through June 30, 2023. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at June 30, 2021 (for outstanding options), less the applicable exercise price. |
Warrants to Purchase Common Sto
Warrants to Purchase Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Warrants To Purchase Common Stock | |
Warrants to Purchase Common Stock | Note 10 – Warrants to Purchase Common Stock Warrant Conversions On February 8, 2021, the Company received $ 8,305,368 2,516,778 3.30 A summary of activity related to warrants for the six months ended June 30, 2021 follows: Summary of activity related to warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2021 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) 3.30 — Outstanding at June 30, 2021 — $ — — A summary of activity related to warrants for the six months ended June 30, 2020 follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2020 4,531,924 $ 0.72 4.05 Outstanding at June 30, 2020 4,531,924 $ 0.72 3.80 Exercisable at June 30, 2020 4,531,924 $ 0.72 3.80 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Operating Leases Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease terms at the commencement dates. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The incremental borrowing rate for all existing leases as of the opening balance sheet date was based upon the remaining terms of the leases; the incremental borrowing rate for all new or amended leases is based upon the lease terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by options to extend the leases that the Company is reasonably certain to exercise. Operating lease expense is recognized on a straight-line basis over the lease term and is included in operating costs or General and administrative expense. Variable lease payments are expensed as incurred. The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. Leases with an initial term of 12 months or less but greater than one month are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date, or the opening balance sheet date for leases existing at adoption of Topic 842. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. The Company has various operating leases, one of which is located at 8863 E. 34 th As a result of the Measure acquisition the Company acquired leases for office space in Washington, D.C., under a monthly operating lease expiring in September 2021 for Austin, Texas also under a monthly operating lease expiring December 2021 that are both less twelve months currently. The remaining lease payments due for these offices are $46,115. The aggregate estimated rent payments due over the initial three-to-six-year term is $1,374,097. Operating lease assets are recorded net of accumulated amortization of $1,078,676 as of June 30, 2021. Lease expense for lease payments is recognized on a straight-line basis over the lease terms. The aggregate estimated rent payments due over the option term would be $314,640. Lease expense payment was $217,428 and $15,300 for the six months ended June 30, 2021 and 2020, respectively, which is included in general and administrative expenses on the condensed interim consolidated statements of operations. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of June 30, 2021: Schedule of operating lease liabilities Year Ending December 31, Amount 2021 $ 120,173 2022 257,133 2023 262,886 2024 200,500 2025 219,125 2026 18,859 Total $ 1,078,676 GreenBlock Capital LLC Consulting Agreement On May 3, 2019, we entered into a consulting agreement with GreenBlock Capital LLC (“Consultant”) to serve as strategic advisor and consultant with respect to the development of new business opportunities and the implementation of business strategies related to expansion into the emerging domestic hemp cultivation market. 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, the Consultant can receive (i) $25,000 per month during the term of the agreement, (ii) 500,000 shares of restricted Common Stock upon execution of the agreement and up to (iii) up to 2,500,000 On October 31, 2019, the consulting agreement was terminated as a result of the Company no longer needing these services to be provided by an outside consultant. The Company has settled with the Consultant. The Consultant made a demand for an additional 750,000 shares of common stock to be issued. Although the Company disputed that the milestones were successfully achieved by the Consultant and believed that no additional shares of Common Stock were owed, the Company has offered and the Consultant has accepted, in the form of a settlement, a total of 550,000 additional shares of Common Stock issued on May 17, 2021. On March 31, 2021, the Company recorded additional stock compensation expense within general & administrative expenses in the amount of $1,407,000 based upon the fair market value of $4.69 per share of the Company’s Common Stock as of May 12, 2021, resulting in a liability amount of $2,907,000 for purposes of payment of the settlement. Valqari Agreement On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement to produce Drone Delivery Station for Valqari, Also on October 14, 2020, AgEagle entered into a manufacturing agreement with Valqari for the manufacture and assembly of Valqari’s patented Drone Delivery Station, in accordance with the specifications provided by, and the components designated by Valqari, for sale and delivery to its customers. AgEagle was appointed as Valqari’s exclusive manufacturer of its products in the United States of America for a term of two-years, unless terminated earlier. Valqari, based in Chicago, Illinois, is engaged in the development, manufacture and sale of a patented Drone Delivery Station, including related software. In June 2021, AgEagle gave notice of termination of the manufacturing agreement for cause based on material defects in the specifications and other information provided by Valqari, and without cause as otherwise permitted in the agreement. Valqari disputes the allegations of breach, but AgEagle believe that Valqari has in effect consented to termination of the agreement, with both parties reserving their rights to claim damages based on alleged past breaches. AgEagle has claimed that Valqari owes $43,945 for two outstanding invoices from AgEagle for units built and delivered, as well as additional amounts for two units as to which Valqari has refused to take delivery. AgEagle has also demanded payment of the note, including accrued interest; based on the initial maturity date of April 14, 2021; however, Valqari has alleged that the note’s maturity date was extended to October 14, 2021. AgEagle disputes this extension; however, for practical reasons AgEagle intends to wait until October in order to pursue collection actions, if necessary. Appointment of Chief Operating Officer On April 19, 2021, in connection with the acquisition of Measure, the Board of Directors of the Company (the “Board”) approved the appointment of Brandon Torres Declet as the Company’s Chief Operating Officer. Mr. Declet also served as the President of Measure, the Company’s wholly-owned subsidiary. Prior to joining the Company, Mr. Declet, age 45, co-founded Measure and served as its President since 2014. In his position as Chief Operating Officer, Mr. Declet received a base salary of $225,000 per year, subject to increase at the discretion of the Board. Mr. Declet will be eligible for an annual cash bonus of up to 20% of his then-current base salary, as determined by the Board in its good faith discretion, based on the achievement of a combination of personal and Company objectives. Mr. Declet was also eligible to participate in any benefit plans offered by the Company as in effect from time to time on the same basis as generally made available to other employees of the Company. Mr. Declet was awarded a one-time grant of 125,000 Restricted Stock Units (RSUs) that will vest on a pro rata basis over one year commencing on the date of closing of the acquisition of Measure. Such grant of 125,000 RSUs shall be subject to the terms of an RSU grant agreement. Additionally, Mr. Declet will be granted, on a quarterly basis, non-qualified options to acquire 25,000 shares of Company Common Stock. Such options will be subject to the terms of the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”), and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Mr. Declet is subject to the terms of a confidentiality and proprietary rights agreement. In the event that Mr. Declet is terminated by the Company other than for cause or for good reason (as such terms are defined in Mr. Declet’s employment offer letter), he is entitled to base salary continuation for six months, reimbursement of COBRA health insurance premiums for a period of 6 months, and a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment. Furthermore, in the event the Board determines in its discretion that Mr. Declet must relocate from his principal place of performance of his duties, the Company shall pay and/or reimburse him for expenses, up to $100,000, in connection with such relocation. Appointment of Director Effective on April 19, 2021, the closing date of Measure acquisition, Mr. Declet was appointed to serve as a non-independent member of the Board until his successor is elected and qualified or until his earlier death or resignation. Approval of Changes to Executive Compensation On April 19, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved changes in the compensation of Mr. Michael Drozd, the Company’s Chief Executive Officer, and Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer and EVP of Operations, and in accordance therewith, amended their respective employment offer letters. With respect to Mr. Drozd, the Board approved the following amendments to current compensation terms: (i) an additional one-time grant of 100,000 RSUs that will vest on a pro rata basis over one year subject to the terms of an RSU grant agreement, and (ii) an increase in the number of grants, on a quarterly basis, of non-qualified options from 15,000 to 25,000 shares of Company common stock subject to the terms of the Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Mr. Drozd’s current base salary and potential bonus payments have not been changed. With respect to Ms. Fernandez-McGovern, the Board approved: (i) an additional one-time grant of 125,000 RSUs that will vest on a pro rata basis over one year subject to the terms of an RSU grant agreement, and (ii) an increase in the number of grants, on a quarterly basis, of non-qualified options from 15,000 to 25,000 shares of Company Common Stock subject to the terms of the Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Ms. Fernandez-McGovern’s current base salary and potential bonus payments have not been changed. In addition, Mr. Drozd and Ms. Fernandez-McGovern were provided with severance benefits in the event of termination without cause or for good reason, as defined in the amended employment offer letters. The severance benefits consist of (i) 6 months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment, pursuant to the terms of, and effective on the effective date of, the Separation Agreement. The severance benefits are conditioned upon each persons (i) continued compliance in all material respects with their respective continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. Furthermore, in the event the Board determines in its discretion that the executive officers must relocate their principal place of performance of their duties, the Company shall pay and/or reimburse them for expenses, up to $100,000, in connection with such relocation. On June 11, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an increase in Mr. Torres Declet’s annual base salary from $225,000 to $235,000, effective as of May 24, 2021, to be commensurate with his new position as Chief Executive Officer. Departure-Appointment of Certain Officers and Changes in Compensatory Arrangements On May 24, 2021, the Company and J. Michael Drozd mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer of the Company, effective on May 24, 2021 (the “Termination Date”). Mr. Drozd resigned to pursue new career opportunities. In connection with Mr. Drozd’s departure, the Company and Mr. Drozd entered into a Separation Agreement and General Release, dated June 11, 2021 (the “Separation Agreement”), pursuant to which, among other things, the Company has agreed to pay Mr. Drozd (i) regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus consisting of $37,130 in cash and 118,500 shares of the Company’s common stock, (iii) severance pay equal to six (6) months of his base salary as of the Termination Date; and (iv) cash payment equal to three (3) days of accrued and unused vacation days. Pursuant to the Separation Agreement, Mr. Drozd was also granted 26,652 fully-vested restricted shares of the Company’s common stock valued at approximately $125,000 on the Termination Date. In addition, Mr. Drozd’s outstanding equity awards from the Company continue to be governed by the terms of the applicable award agreements, except that 8,333 of the 100,000 RSUs granted to him in accordance with his employment agreement with the Company became vested as of the effective date of the Separation Agreement. Mr. Drozd’s receipt of any of the payments or benefits set forth in the Separation Agreement was conditioned upon the execution and non-revocation of a general release of claims, and was made in lieu of any payments, severance or other benefits described in his employment agreement. Under the Separation Agreement, Mr. Drozd confirmed the continued effectiveness of the restrictive covenants applicable to him under his existing confidentiality and proprietary rights agreement with the Company and his continuing noncompetition and non-solicitation obligations to the Company. Mr. Brandon Torres Declet, the Company’s current Chief Operating Officer, was appointed to serve as the new Chief Executive Officer of the Company. Mr. Torres Declet will not continue to serve as Chief Operating Officer. On June 14, 2021, the Company’s Board, upon recommendation of the Compensation Committee, also approved the adoption of its 2021 Executive Bonus Plan pursuant to which, if all performance milestones related to the Company’s operational, financial and strategic targets are met, the following bonuses shall be paid: (i) Mr. Torres Declet, as the Company’s Chief Executive Officer, can receive up to a maximum of an additional $47,000 (i.e., 20% of the annual base salary) in cash bonus and 300,000 RSUs; (ii) Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer, can receive up to a maximum of an additional $44,000 (i.e., 20% of the annual base salary) in cash bonus and 275,000 RSUs; and (iii) the Company’s Chief Operating Officer, at such time as the position has been filled, can receive up to a maximum of an additional $45,000 (i.e., 20% of the annual base salary) in cash bonus and 285,000 RSUs. On June 14, 2021, the Company’s Board also approved the promotion of Mr. Jesse Stepler, SVP of Product and Strategy of Measure Global, Inc., the Company’s wholly-owned subsidiary (“Measure”) to become President of Measure, effective June 17, 2021. Purchase Commitment The Company routinely places orders for manufacturing services and material. At June 30, 2021, the Company had purchase commitments that approximate $2,000,000. These commitments are expected to be realized during the 2021 and 2022 fiscal years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions The following reflects the related party transactions during the three months ended June 30, 2021 and 2020. 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 six months ended June 30, 2021 and 2020, Premier Financial Filings provided services to the Company resulting in fees of $ 17,907 11,949 One of four directors, Thomas Gardner, is one of the principals of NeuEon, Inc, which provide fractional Chief Technology Officer services to the Company. For the six months ended June 30, 2021 and 2020, the Company recorded $ 82,500 61,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events The Company signed a new operating lease agreement for its office space in Washington, D.C. and Austin, Texas in July 2021. The commitment term is for fifteen months and will begin on October 1, 2021. Monthly rent expense will be approximately $ 13,654 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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., AgEagle Sensors, Inc., MicaSense, Inc., and Measure Global, Inc., 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 condensed interim 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. |
Correction of Prior Period Information | Correction of Prior Period Information |
Use of Estimates | Use of Estimates – |
Impact of COVID-19 Pandemic | Impact of COVID-19 Pandemic As of June 30, 2021, our locations and primary suppliers continue to operate. During the first half of 2021, there has been a trend in many parts of the world of increasing availability and administration of the vaccine against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. However, infection rates and regulation continue to fluctuate, and there continues to be global impacts resulting from the pandemic, including increases in costs in connection with logistics services and supply chains, port congestion, supplier delays and shortfalls in microchip supply. We continue to work through supplier constraints caused by the COVID-19 outbreak, as well as the microchip shortage. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, notes receivable, accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of June 30, 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis. |
Concentration | Concentration – 250,000 As of June 30, 2021 and 2020, there was one significant vendor that the Company relied upon to perform certain services for the Company’s technology platforms. This vendor provides services to the Company which can be replaced by alternative vendors should the need arise. |
Receivables and Credit Policy | Receivables and Credit Policy – 814,712 0 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 $ 47,262 no |
Inventorie | Inventorie – 10,000 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology, and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from two to ten years. |
Business Combinations | Business Combinations – |
Revenue Recognition and Concentration | Revenue Recognition and Concentration – Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation are completed. The balance of contract liabilities as of June 30, 2021, was $ 504,180 2,302 The Company’s FarmLens, Atlas Ground Control Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized as follows: Sales concentration information Percent of total revenues for the three and six months ended June 30, Customers 2021 2020 Customer A — % 91.8 % No accounts receivable was due from Customer A as of June 30, 2020 and December 31, 2020, respectively. The table below reflects our revenue for the quarters indicated by product mix. Revenue indicated by product mix For the three months ended June 30, For the six months ended June 30, Type 2021 2020 2021 2020 Drone and Custom Manufacturing Sales $ 59,893 $ — $ 59,893 $ 374,278 Sensors Sales 1,705,220 — 3,382,568 — Software Subscription Sales 172,251 16,325 196,494 33,327 Total $ 1,937,364 $ 16,325 $ 3,638,955 $ 407,605 |
Shipping Costs | Shipping Costs – |
Research and Development Expenses | Research and Development Expenses |
Loss Per Common Share | Loss Per Common Share – |
Potentially Dilutive Securities | Potentially Dilutive Securities – 2,311,167 3,283,697 2,550,387 |
Leases | Leases – Leases |
Income Taxes | Income Taxes – Accounting for Income Taxes |
Stock-Based Compensation Awards | Stock-Based Compensation Awards – ”Compensation – Stock Compensation,” The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses In December 2019, the FASB issued ASU 2019-12, “ Income Taxes Simplifying the Accounting for Income Taxes. 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Sales concentration information | Sales concentration information Percent of total revenues for the three and six months ended June 30, Customers 2021 2020 Customer A — % 91.8 % |
Revenue indicated by product mix | Revenue indicated by product mix For the three months ended June 30, For the six months ended June 30, Type 2021 2020 2021 2020 Drone and Custom Manufacturing Sales $ 59,893 $ — $ 59,893 $ 374,278 Sensors Sales 1,705,220 — 3,382,568 — Software Subscription Sales 172,251 16,325 196,494 33,327 Total $ 1,937,364 $ 16,325 $ 3,638,955 $ 407,605 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories June 30, December 31, Raw materials $ 331,642 $ 88,091 Work-in process 615,133 50,447 Finished goods 94,202 7,109 Gross inventory 1,040,977 145,647 Less: inventory reserve (10,000 ) (10,000 ) Total $ 1,030,977 $ 135,647 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Type Estimated Life June 30, 2021 December 31, 2020 Leasehold improvements 3 $ 22,265 $ 22,265 Equipment and vehicles 5 126,667 100,532 Computer equipment 3 5 290,788 23,369 Office furniture 5 110,586 54,798 Drone equipment 3 95,393 32,138 Production fixtures 5 125,936 — Total 771,635 233,102 Less accumulated depreciation (367,540 ) (110,513 ) Total Property and equipment, net $ 404,095 $ 122,589 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Name Estimated Life Balance at December 31, 2020 Additions Amortization Impairment Balance at June 30, 2021 Intellectual property/technology 5 7 $ 231,146 $ 2,664,448 $ (163,724 ) $ — $ 2,731,870 Customer relationships 3 10 38,400 1,878,658 (103,094 ) — 1,813,964 Tradenames and trademarks 5 10 31,040 1,196,203 (46,022 ) — 1,181,221 Non-compete agreement 2 4 67,042 62,521 (27,927 ) — 101,636 Platform development costs 3 72,899 369,060 (60,054 ) — 381,905 Total Intangible Assets $ 440,527 $ 6,170,890 $ (400,821 ) $ $ 6,210,596 Goodwill 3,108,000 61,465,288 — — 64,573,288 Total $ 3,548,527 $ 67,636,178 $ (400,821 ) $ — $ 70,783,884 |
Future amortization | Future amortization 2021 2022 2023 2024 2025 and Thereafter Total Intellectual property/technology $ 233,658 $ 467,315 $ 438,422 $ 380,635 $ 1,211,840 $ 2,731,870 Customer relationships 150,460 300,921 296,121 180,819 885,643 1,813,964 Tradenames and trademarks 65,630 131,260 127,380 119,620 737,330 1,181,220 Non-compete agreement 35,743 58,077 7,816 — — 101,636 Platform development costs 73,660 147,320 147,320 13,606 — 381,906 Total $ 559,151 $ 1,104,893 $ 1,017,059 $ 694,680 $ 2,834,813 $ 6,210,596 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Parrot Drones S A S [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,554,169 Plus: fair value of liabilities assumed: Deferred revenue 40,812 Fair value of liabilities assumed $ 40,812 Less: fair value of assets acquired: Cash & short-term investments 885,272 Other tangible assets 542,978 Identifiable intangibles 3,133,141 Fair value of assets acquired $ 4,561,391 Net nonoperating assets 25,000 Adjustment for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,976,558 |
Brandon Torres Declet [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Fair value of liabilities assumed $ 319,422 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 39,078 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,194,311 Net nonoperating assets 39,775 Goodwill $ 42,488,730 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of restricted stock unit activity | Schedule of restricted stock unit activity Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2020 100,000 $ 1.34 Granted 631,402 $ 5.31 Canceled (91,667 ) $ 5.40 Released during period (100,000 ) $ 1.34 Vested (323,067 ) $ 5.23 Non-vested, June 30, 2021 216,668 $ 5.40 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions March 31, 2021 June 30, 2021 Dividend yield 0.00 0.00 Expected life 3.02 3.01 Expected volatility 85.41 84.16 Risk-free interest rate 0.36 0.32 Exercise price $ 0.06 0.56 $ 0.06 2.28 |
Summary of Stock Options | Summary of Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 2,255,267 $ 1.46 5.31 $ 10,247,548 Granted 659,500 6.99 4.74 2,400 Exercised (406,015 ) 0.21 — 2,090,198 Expired/Forfeited (197,585 ) 5.53 — 81,485 Outstanding at June 30, 2021 2,311,167 $ 2.92 4.59 $ 6,526,820 Exercisable at period end 1,187,099 $ 1.41 4.46 $ 4,820,479 |
Warrants to Purchase Common S_2
Warrants to Purchase Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants To Purchase Common Stock | |
Summary of activity related to warrants | Summary of activity related to warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2021 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) 3.30 — Outstanding at June 30, 2021 — $ — — A summary of activity related to warrants for the six months ended June 30, 2020 follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at January 1, 2020 4,531,924 $ 0.72 4.05 Outstanding at June 30, 2020 4,531,924 $ 0.72 3.80 Exercisable at June 30, 2020 4,531,924 $ 0.72 3.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease liabilities | Schedule of operating lease liabilities Year Ending December 31, Amount 2021 $ 120,173 2022 257,133 2023 262,886 2024 200,500 2025 219,125 2026 18,859 Total $ 1,078,676 |
Summary of Accounting Policies
Summary of Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Benchmark [Member] | Customer A | |||
Product Information [Line Items] | |||
Concentration percentage | 91.80% | 91.80% |
Summary of Accounting Policie_2
Summary of Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Revenues | $ 1,937,364 | $ 16,325 | $ 3,638,955 | $ 407,605 |
Drone And Custom Manufacturing Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 59,893 | 59,893 | 374,278 | |
Sensors Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,705,220 | 3,382,568 | ||
Software Subscribtion Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 172,251 | $ 196,494 | ||
Software Subscription Sales [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 16,325 | $ 33,327 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
FDIC limit | $ 250,000 | ||
Allowance for doubtful accounts receivable | 814,712 | $ 0 | |
Allowance | 47,262 | 0 | |
Estimated obsolescence and shrinkage of inventory | 10,000 | 10,000 | |
Customer deposit | $ 504,180 | $ 2,302 | |
Convertible notes [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,311,167 | ||
Warrant [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,283,697 | ||
Option [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,550,387 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 331,642 | $ 88,091 |
Work-in process | 615,133 | 50,447 |
Finished goods | 94,202 | 7,109 |
Gross inventory | 1,040,977 | 145,647 |
Less: inventory reserve | (10,000) | (10,000) |
Total | $ 1,030,977 | $ 135,647 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | Oct. 14, 2020USD ($) |
Valqari | Note | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Debt Instrument, Face Amount | $ 500,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 22,265 | $ 22,265 |
Equipment and vehicles | 126,667 | 100,532 |
Computer and office equipment | 290,788 | 23,369 |
Furniture | 110,586 | 54,798 |
Drone equipment | 95,393 | 32,138 |
Production fixtures | 125,936 | |
Total | 771,635 | 233,102 |
Less accumulated depreciation | (367,540) | (110,513) |
Property and equipment, net | $ 404,095 | $ 122,589 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Equipment and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Drone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Production fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $ 34,321 | $ 3,947 | $ 54,055 | $ 7,886 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 3,548,527 | |
Additions | $ 67,636,178 | |
Amortization | (400,821) | |
Impairment | ||
Net Book Value | 70,783,884 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 231,146 | |
Additions | 2,664,448 | |
Amortization | (163,724) | |
Impairment | ||
Net Book Value | $ 2,731,870 | |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 7 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 38,400 | |
Additions | $ 1,878,658 | |
Amortization | (103,094) | |
Impairment | ||
Net Book Value | $ 1,813,964 | |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 10 years | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 31,040 | |
Additions | $ 1,196,203 | |
Amortization | (46,022) | |
Impairment | ||
Net Book Value | $ 1,181,221 | |
Trademarks and Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Trademarks and Trade Names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 10 years | |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 67,042 | |
Additions | $ 62,521 | |
Amortization | (27,927) | |
Impairment | ||
Net Book Value | $ 101,636 | |
Non-compete agreement [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 2 years | |
Non-compete agreement [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 4 years | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Gross Cost | 72,899 | |
Additions | $ 369,060 | |
Amortization | (60,054) | |
Impairment | ||
Net Book Value | 381,905 | |
Indefinite-lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | 440,527 | |
Additions | 6,170,890 | |
Amortization | (400,821) | |
Net Book Value | 6,210,596 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 3,108,000 | |
Additions | 61,465,288 | |
Amortization | ||
Impairment | ||
Net Book Value | $ 64,573,288 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2021 | $ 559,151 |
2022 | 1,104,893 |
2023 | 1,017,059 |
2024 | 694,680 |
2025 and Thereafter | 2,834,813 |
Total | 6,210,596 |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 233,658 |
2022 | 467,315 |
2023 | 438,422 |
2024 | 380,635 |
2025 and Thereafter | 1,211,840 |
Total | 2,731,870 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 150,460 |
2022 | 300,921 |
2023 | 296,121 |
2024 | 180,819 |
2025 and Thereafter | 885,643 |
Total | 1,813,964 |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 65,630 |
2022 | 131,260 |
2023 | 127,380 |
2024 | 119,620 |
2025 and Thereafter | 737,330 |
Total | 1,181,220 |
Non-compete agreement [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 35,743 |
2022 | 58,077 |
2023 | 7,816 |
2024 | |
2025 and Thereafter | |
Total | 101,636 |
Platform Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 | 73,660 |
2022 | 147,320 |
2023 | 147,320 |
2024 | 13,606 |
2025 and Thereafter | |
Total | $ 381,906 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 6 years 8 months 8 days | |||
Amortization | $ 288,065 | $ 38,236 | $ 400,821 | $ 76,472 |
Acquisition (Details)
Acquisition (Details) - USD ($) | Jun. 30, 2021 | Jan. 27, 2021 | Dec. 31, 2020 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,573,288 | $ 3,108,000 | |
Parrot Drones S A S [Member] | |||
Business Acquisition [Line Items] | |||
Net purchase price, including debt paid at close | $ 23,554,169 | ||
Plus: fair value of liabilities assumed: | |||
Deferred revenue | 40,812 | ||
Fair value of liabilities assumed | 40,812 | ||
Less: fair value of assets acquired: | |||
Cash & short-term investments | 885,272 | ||
Other tangible assets | 542,978 | ||
Identifiable intangibles | 3,133,141 | ||
Fair value of assets acquired | 4,561,391 | ||
Net nonoperating assets | 25,000 | ||
Adjustment for seller transaction expenses related to purchase price allocation | 32,032 | ||
Goodwill | $ 18,976,558 |
Acquisition (Details 1)
Acquisition (Details 1) - USD ($) | Jun. 30, 2021 | Apr. 19, 2021 | Dec. 31, 2020 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,573,288 | $ 3,108,000 | |
Brandon Torres Declet [Member] | |||
Business Acquisition [Line Items] | |||
Net purchase price, including debt paid at close | $ 45,403,394 | ||
Plus: fair value of liabilities assumed: | |||
Deferred revenue | 319,422 | ||
Fair value of liabilities assumed | 319,422 | ||
Less: fair value of assets acquired: | |||
Cash | 486,544 | ||
Other tangible assets | 39,078 | ||
Identifiable intangibles | 2,668,689 | ||
Fair value of assets acquired | 3,194,311 | ||
Net nonoperating assets | 39,775 | ||
Goodwill | $ 42,488,730 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) - PPP | May 06, 2020USD ($) |
Debt Instrument [Line Items] | |
Proceeds from loan | $ 107,439 |
Due date | May 6, 2022 |
Equity (Details)
Equity (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Non Vested, Beginnig | shares | 100,000 |
Non-vested, beginning balance | $ / shares | $ 1.34 |
Granted | shares | 631,402 |
Weighted Average Grant Date Fair Value Granted | $ / shares | $ 5.31 |
Canceled | shares | (91,667) |
Weighted Average Grant Date Fair Value Canceled | $ / shares | $ 5.40 |
Released during period | shares | (100,000) |
Weighted Average Grant Date Fair Value Released During Period | $ / shares | $ 1.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares | (323,067) |
Weighted Average Grant Date Fair Value Vested | $ / shares | $ 5.23 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | shares | 216,668 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.40 |
Equity (Details 1)
Equity (Details 1) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Expected life | 3 years 7 days | 3 years 3 days |
Expected volatility | 85.41% | 84.16% |
Risk-free interest rate | 0.36% | 0.32% |
Minimum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Exercise Price | $ 0.06 | $ 0.06 |
Maximum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Exercise Price | $ 0.56 | $ 2.28 |
Equity (Details 2)
Equity (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options Outstanding, Beginning Balance | 2,255,267 | |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 1.46 | |
Weighted Average Remaining Contractual Term Outstanding | 5 years 3 months 21 days | |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 10,247,548 | |
Options Granted | 659,500 | |
Weighted Avg. Exercise Price Granted | $ 6.99 | |
Weighted Average Remaining Contractual Term Granted | 4 years 8 months 26 days | |
Aggregate Intrinsic Value Granted | $ 2,400 | |
Options Exercised | (406,015) | |
Weighted Avg. Exercise price Excercised | $ 0.21 | |
Aggregate Intrinsic Value Exercised | $ 2,090,198 | |
Options Expired/Forfeited | (197,585) | |
Weighted Avg. Exercise Price Expired/Forfeited | $ 5.53 | |
Aggregate Intrinsic Value Expired/Forfeited | $ 81,485 | |
Options Outstanding, Ending Balance | 2,311,167 | 2,255,267 |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 2.92 | $ 1.46 |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 7 months 2 days | |
Aggregate Intrinsic Value Outstanding, at end | $ 6,526,820 | $ 10,247,548 |
Options Exercisable at end | 1,187,099 | |
Weighted Avg. Exercise Price Exercisable at end | $ 1.41 | |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 5 months 15 days | |
Aggregate Intrinsic Value Exercisable at end | $ 4,820,479 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Gross proceeds | $ 6,313,943 | |||
Option exercise | 1,187,099 | 1,187,099 | ||
Weighted average exercise price | $ 3.30 | |||
Proceeds from option exercises | $ 75,825 | |||
Directors and employees [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Option exercise | 659,500 | 659,500 | 3,469,540 | |
Proceeds from option exercises | $ 2,474,944 | |||
Stock-based compensation expense | $ 326,495 | $ 326,495 | $ 224,305 | |
Directors and employees [Member] | Minimum [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Weighted average exercise price | $ 5.03 | $ 0.06 | ||
Directors and employees [Member] | Maximum [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Weighted average exercise price | $ 10.11 | $ 3.18 |
Warrants to Purchase Common S_3
Warrants to Purchase Common Stock (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Warrants To Purchase Common Stock | |||
Warrants Outstanding, Beginning Balance | 2,516,778 | 4,531,924 | 4,531,924 |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 3.30 | $ 0.72 | $ 0.72 |
Weighted-Average Remaining Contractual Term Outstanding | 9 months 29 days | 3 years 9 months 18 days | 4 years 18 days |
Warrants Issued | |||
Warrants Issued | |||
Warrants Exercised | (2,516,778) | ||
Warrants Exercised | $ 3.30 | ||
Warrants Outstanding, Ending Balance | 4,531,924 | 2,516,778 | |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 0.72 | $ 3.30 | |
Weighted Avg. Exercise Price Exercisable at end | $ 0.72 | ||
Warrants Exercisable at end | 4,531,924 | ||
Weighted-Average Remaining Contractual Term Exercisable at end | 3 years 9 months 18 days |
Warrants to Purchase Common S_4
Warrants to Purchase Common Stock (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Warrants To Purchase Common Stock | |
Proceeds from warrant exercise | $ | $ 8,305,368 |
Warrant exercised | shares | 2,516,778 |
Warrant exercise price | $ / shares | $ 3.30 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 120,173 |
2022 | 257,133 |
2023 | 262,886 |
2024 | 200,500 |
2025 | 219,125 |
2026 | 18,859 |
Total | $ 1,078,676 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - Consulting Agreement [Member] | May 03, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Option to purchase stock | $ 2,500,000 |
GreenBlock Capitalt [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Consulting, Description | GreenBlock Capital LLC (“Consultant”) to serve as strategic advisor and consultant with respect to the development of new business opportunities and the implementation of business strategies related to expansion into the emerging domestic hemp cultivation market. 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, the Consultant can receive (i) $25,000 per month during the term of the agreement, (ii) 500,000 shares of restricted Common Stock upon execution of the agreement and up to (iii) up to 2,500,000 shares of restricted Common Stock upon the achievement of predetermined milestones. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 4,062,800 | $ 721,705 | $ 5,681,928 | $ 1,161,066 |
Professional fess | $ 268,987 | $ 532,406 | 1,953,186 | 703,904 |
Chief Technical Officer | ||||
Related Party Transaction [Line Items] | ||||
Professional fess | 82,500 | 61,000 | ||
Premier Financial Filings | Chief Financial Officer [Member] | Nicole Fernandez-McGovern | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 17,907 | $ 11,949 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 01, 2021USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Rent expense | $ 13,654 |