Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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, par value $0.001 per share | ||
Trading Symbol | UAVS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 386,867,106 | ||
Entity Common Stock, Shares Outstanding | 81,568,546 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Orlando, Florida | ||
Auditor Firm ID | 100 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 14,590,566 | $ 23,940,333 |
Accounts receivable, net | 2,888,879 | |
Inventories, net | 4,038,508 | 135,647 |
Prepaid and other current assets | 1,292,570 | 122,011 |
Notes receivable | 185,000 | 600,000 |
Total current assets | 22,995,523 | 24,797,991 |
Property and equipment, net | 952,128 | 122,589 |
Right of use asset | 2,019,745 | 257,363 |
Intangible assets, net | 13,565,494 | 440,527 |
Goodwill | 64,867,282 | 3,108,000 |
Other assets | 282,869 | |
Total assets | 104,683,041 | 28,726,470 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 2,526,829 | 159,812 |
Accrued expenses | 1,901,641 | 1,844,825 |
Contract liabilities | 971,140 | 2,302 |
Current portion of liabilities related to acquisition agreements | 10,061,501 | |
Current portion of lease liabilities | 1,235,977 | 85,895 |
Current portion of COVID loans | 451,889 | 89,533 |
Total current liabilities | 17,148,977 | 2,182,367 |
Long term portion of liabilities related to acquisition agreements | 8,875,000 | |
Long term portion of lease liabilities | 942,404 | 171,468 |
Long term portion of COVID loans | 808,021 | 17,906 |
Defined benefit plan obligation | 331,726 | |
Total liabilities | 28,106,128 | 2,371,741 |
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Common Stock, $0.001 par value, 250,000,000 shares authorized, 75,314,988 and 58,636,365 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 75,315 | 58,636 |
Additional paid-in capital | 127,626,536 | 47,241,757 |
Accumulated deficit | (51,054,344) | (20,945,664) |
Accumulated other comprehensive loss | (70,594) | |
Total stockholders’ equity | 76,576,913 | 26,354,729 |
Total liabilities and stockholders’ equity | $ 104,683,041 | $ 28,726,470 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 25,000,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 75,314,988 | 58,636,365 |
Common stock, shares outstanding | 75,314,988 | 58,636,365 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 9,760,952 | $ 1,285,383 |
Cost of sales | 5,504,708 | 711,650 |
Gross Profit | 4,256,244 | 573,733 |
Operating Expenses: | ||
General and administrative | 12,260,610 | 2,732,274 |
Professional fees | 2,696,800 | 2,703,371 |
Research and development | 4,082,799 | 29,392 |
Sales and marketing | 3,150,886 | 40,003 |
Goodwill impairment | 12,357,921 | |
Total Operating Expenses | 34,549,016 | 5,505,040 |
Loss from Operations | (30,292,772) | (4,931,307) |
Other Income (Expense): | ||
Paycheck Protection Program loan forgiveness | 108,532 | |
Interest expense | (7,852) | (549) |
Loss on disposal of fixed assets | (3,712) | (594) |
Other income, net | 87,124 | |
Total Other Income (Expense) | 184,092 | (1,143) |
Loss Before Income Taxes | (30,108,680) | (4,932,450) |
Provision for income taxes | ||
Net Loss | (30,108,680) | (4,932,450) |
Deemed dividends on Series C Preferred Stock and Series D warrants | (4,050,838) | |
Deemed dividends on redemption of Series D Preferred Stock | (3,763,591) | |
Deemed dividends on issuance and repurchase of Series E Preferred Stock | (1,227,120) | |
Series D Preferred stock dividends | (69,778) | |
Net Loss Available to Common Stockholders | (30,108,680) | (14,043,777) |
Comprehensive Loss: | ||
Defined benefit plan liability adjustment, net of tax | (67,903) | |
Cumulative translation adjustment | (2,691) | |
Total comprehensive loss, net of tax | $ (30,179,274) | $ (14,043,777) |
Net Loss Per Common Share - Basic and Diluted | $ (0.43) | $ (0.35) |
Weighted Average Number of Shares Outstanding During the Period -- Basic and Diluted | 70,055,832 | 40,688,019 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS - USD ($) | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Preferred Stock Series E [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance as of December 31, 2020 at Dec. 31, 2019 | $ 4 | $ 2 | $ 15,424 | $ 12,456,989 | $ (8,198,785) | $ 4,273,634 | ||
Beginning balance, shares at Dec. 31, 2019 | 3,501 | 2,000 | 15,424,394 | |||||
Reversal of escrow shares related to Agribotix acquisition | $ (164) | 164 | ||||||
Reversal of escrow shares related to Agribotix acquisition, shares | (164,375) | |||||||
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) | $ 13,598 | (13,594) | |||||
Conversion of Series C Preferred stock (shares) | (3,501) | |||||||
Conversion of Series C Preferred Stock, shares | 13,597,984 | |||||||
Conversion of Series D Preferred stock and accrued dividends | $ (2) | $ 4,136 | 159,421 | 163,555 | ||||
Conversion of Series D Preferred stock and accrued dividends, shares | (2,000) | 4,135,815 | ||||||
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 | ||||||
Sale of Common Stock, net of issuance costs | $ 10,163 | 22,786,579 | 22,796,742 | |||||
Sale of Common stock, net of issuance costs, shares | 10,163,105 | |||||||
Sales of Common stock from exercise of warrants | $ 11,025 | 3,309,091 | 3,320,116 | |||||
Sale of Common Stock from exercise of warrants, shares | 11,025,544 | |||||||
Common stock issued upon exercise of options | $ 882 | 133,631 | 134,513 | |||||
Common stock issued upon exercise of options, shares | 881,898 | |||||||
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) | ||||||
Stock-based compensation expense | $ 170 | 401,829 | 401,999 | |||||
Stock-based compensation expense, shares | 170,000 | |||||||
Net loss | (4,932,450) | (4,932,450) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 58,636 | 47,241,757 | (20,945,664) | 26,354,729 | ||||
Ending balance, shares at Dec. 31, 2020 | 58,636,365 | |||||||
Sale of Common Stock, net of issuance costs | $ 6,763 | 37,175,883 | 37,182,646 | |||||
Sale of Common stock, net of issuance costs, shares | 6,763,091 | |||||||
Sales 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 | |||||||
Issuance of Common stock in exchange for professional services | $ 550 | 2,906,450 | 2,907,000 | |||||
Issuance of Common stock in exchange for professional services, shares | 550,000 | |||||||
Common stock issued upon exercise of options | $ 505 | 122,465 | 122,970 | |||||
Common stock issued upon exercise of options, shares | 505,167 | |||||||
Stock-based compensation expense | $ 484 | 4,507,990 | 4,508,474 | |||||
Stock-based compensation expense, shares | 483,901 | |||||||
Defined benefit plan obligation adjustment, net of tax | (67,903) | (67,903) | ||||||
Currency translation adjustment | (2,691) | (2,691) | ||||||
Net loss | (30,108,680) | (30,108,680) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 75,315 | $ 127,626,536 | $ (70,594) | $ (51,054,344) | $ 76,576,913 | |||
Ending balance, shares at Dec. 31, 2021 | 75,314,988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 30,108,680 | $ (4,932,450) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill impairment | 12,357,921 | |
Stock-based compensation | 4,508,474 | 401,999 |
Common stock issued in exchange for professional services | 2,907,000 | 297,500 |
Depreciation, amortization | 1,501,826 | 173,661 |
Provision for inventory obsolescence | 305,399 | |
Defined benefit plan obligation and other | 17,691 | |
Paycheck Protection Program loan forgiveness | (108,532) | |
Loss on disposal of fixed assets | 3,712 | 594 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 514,265 | 65,833 |
Inventories, net | (1,981,952) | 85,520 |
Prepaid expenses and other assets | (218,493) | 2,152 |
Accounts payable | 552,741 | 102,380 |
Accrued expenses and other liabilities | (2,892,729) | 1,808,411 |
Contract liabilities | 393,521 | (262,171) |
COVID loan | (179,910) | |
Net cash used in operating activities | (12,463,128) | (2,256,571) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Issuance of notes receivable | (600,000) | |
Payment on notes receivable | 315,000 | |
Purchases of fixed assets | (525,312) | (106,124) |
Acquisition of MicaSense, net of cash acquired | (14,568,897) | |
Acquisition of Measure, net of cash acquired | (14,916,850) | |
Acquisition of senseFly, net of cash acquired | (11,425,493) | |
Platform development costs | (1,097,808) | (72,899) |
Internal use software costs | (278,264) | |
Net cash used in investing activities | (42,497,624) | (779,023) |
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 costs | 37,182,646 | 22,796,742 |
Sale of Common Stock from exercise of warrants | 8,305,368 | 3,320,116 |
Exercise of stock options | 122,970 | 134,513 |
Net cash provided by financing activities | 45,610,984 | 26,257,930 |
Net (decrease) increase in cash | (9,349,767) | 23,222,336 |
Cash at beginning of year | 23,940,333 | 717,997 |
Cash at end of year | 14,590,566 | 23,940,333 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest cash paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Series C, D and E Preferred Stock into Common Stock | 6,551 | |
Issuance of Series E Preferred Stock | 1,050 | |
Deemed dividends | 9,111,327 | |
Stock consideration for the MicaSense Acquisition | 3,000,000 | |
Stock consideration for the Measure Acquisition | $ 24,375,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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, autonomous unmanned aerial systems (“UAS”) to a wide range of industry verticals, including energy/utilities, infrastructure, agriculture and government, among others. The Company’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what the Company believes is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when AgEagle acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products; an established global network of nearly 200 UAS resellers; and enterprise customers worldwide; these acquisitions also brought AgEagle a highly valuable workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. AgEagle is led by a proven management team with years of drone industry experience. In view of AgEagle’s CEO’s appointment to the U.S. Federal Aviation Administration’s (FAA) Advanced Aviation Advisory Committee and , in addition to and the Company’s participation in the FAA’s BEYOND program, AgEagle has played a hands-on role in helping to establish necessary rulemaking guidelines and regulations for the future of autonomous flight and the full integration of drones into the U.S. airspace. In January 2021, AgEagle acquired MicaSense™, Inc. (“MicaSense”). Founded in 2014, 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”). Founded in 2020, Measure serves a world class customer base, Measure enables its customers to realize the transformative benefits of drone technology through its Ground Control Ground Control In October 2021, AgEagle acquired senseFly S.A. a wholly-owned subsidiary of senseFly Inc. Concurrent with the acquisition, AgEagle Aerial, Inc. (“AgEagle Aerial), a wholly-owned subsidiary of the AgEagle, acquired senseFly Inc. Collectively senseFly S.A. and senseFly Inc. are referred to as “senseFly”. Founded in 2009, senseFly provides fixed-wing drone solutions for commercial and government markets that simplify the collection and analysis of geospatial data, allowing professionals to make better decisions, faster. senseFly develops and produces a proprietary line of eBee Collectively, MicaSense, Measure and senseFly are referred to as the “2021 Acquired Companies”. The Company is headquartered in Wichita, Kansas, where it also houses its U.S. manufacturing operations. In addition, the 2021 Acquired Companies have business operations in Austin, Texas; Lausanne, Switzerland; Raleigh, North Carolina; Seattle, Washington and Washington, D.C. The Company intends to grow its business and preserve its leadership position by developing new drones, sensors and software and capturing a significant share of the global drone market. In addition, the Company expects 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. |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Balance Sheet Accounts | Note 2 – Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., EnerJex Kansas, Inc., MicaSense, Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates - Accumulated Other Comprehensive Loss Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash and cash equivalents, accounts receivable, notes receivable and accounts payable, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loan owed under the Paycheck Protection Program Loan (“PPP Loan”) is carried at face value, which approximates fair value. As of December 31, 2021 and 2020, 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. (See Note 8) Cash Concentrations 250,000 Trade Receivables and Credit Policy – The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of trade 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. Inventories – Business Combinations Business Combinations, Intangible Assets - In accordance with ASC Topic 350-40, Software - Internal-Use Software Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC Topic 360-10-15, Impairment or Disposal of Long-Lived Assets Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses and terminal growth rates. For the year ended December 31, 2021, the Company determined the value of intangible assets was recoverable. As of December 31, 2021 and 2020, the Company reviewed the indicators for impairment and concluded that no Goodwill During the fourth quarter of 2021 and 2020, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and other , Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive loss, net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. 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 Company’s software subscriptions to its platforms, FarmLens, Atlas Ground Control Revenue concentration information for customers comprising more than 10% of the Company’s total net revenues is summarized below: Sales concentration information Percent of Net Sales for Year Ended December 31, Customers 2021 2020 Customer A — % 93.7 % As of December 31, 2021 and 2020, there were no Provision for Warranty Expense Shipping Costs – 296,100 6,122 Advertising Costs 262,586 45,567 Research and Development 4,082,799 29,392 Vendor Concentrations Defined Benefit Plan Loss Per Common Share – Potentially Dilutive Securities – 821,405 2,541,667 no 2,516,778 2,255,267 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. Segment Reporting Segment Reporting The Company has determined that operates and reports in three segments: ● Drones and Custom Manufacturing, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. Contingencies Recently Issued and Adopted Accounting Pronouncements Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Pending In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2017, the FASB issued Accounting Standards Update 2017-04 Intangibles - Goodwill and other In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) 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. Impact of COVID-19 Pandemic In December 2019, a novel coronavirus disease (“COVID-19”) was reported. On January 30, 2020, the World Health Organization (“WHO”) declared COVID-19 a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The outbreak of the novel coronavirus (COVID-19) has evolved into a global pandemic. The coronavirus has spread to many regions of the world, including the United States. The extent to which COVID-19 impacts our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and the actions to contain the coronavirus or treat its impact, among others. The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought on by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruptions of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our Common Stock. In addition, as a result of the pandemic, our ability to access components and parts needed in order to manufacture the Company’s proprietary drones and sensors, and to perform quality testing have been impacted. If either we or any third-parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted by restrictions resulting from the coronavirus pandemic, our supply chain may be further disrupted, limiting our ability to manufacture and assemble products. The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the global economy as a whole. However, these effects could have a material impact on our operations. We will continue to monitor the situation closely. Note3 - Balance Sheet Accounts Inventories, Net As of December 31, 2021 and 2020, inventories, net consist of the following: Schedule Of Inventories December 31, 2021 2020 Raw materials $ 2,862,293 $ 88,091 Work-in process 40,113 50,447 Finished goods 833,785 — Consignment inventory 607,716 7,109 Gross inventories 4,343,907 145,647 Less: Provision for obsolescence (305,399 ) (10,000 ) Inventories, net $ 4,038,508 $ 135,647 Property and Equipment, Net As of December 31, 2021 and 2020, property and equipment, net consist of the following: Schedule Of Property and Equipment Estimated Useful Life December 31, Type (Years) 2021 2020 Leasehold improvements 3 $ 81,993 $ 22,265 Equipment and vehicles 5 132,831 100,532 Computer and office equipment 3 5 559,110 23,369 Furniture 5 77,971 54,798 Drone equipment 3 95,393 32,138 Production fixtures 5 163,580 — Tooling 4 121,368 — 1,232,246 232,102 Less accumulated depreciation (280,118 ) (110,513 ) Total Property and equipment, net $ 952,128 $ 122,589 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 184,660 20,716 55,613 0 15,055 13,185 3,712 594 Accrued Expenses As of December 31, 2021 and 2020, accrued expenses consist of the following as of: Schedule Of Accounts Payable And Accrued Liabilities December 31, 2021 2020 Accrued compensation and related liabilities $ 1,039,979 $ 80,091 Provision for warranty expense 286,115 15,593 Accrued professional fees 267,949 85,633 Accrued settlement liability — 1,500,000 Other 307,598 163,508 Total accrued expenses $ 1,901,641 $ 1,844,825 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Receivable | |
Notes Receivable | Note 4 – Notes Receivable Valqari On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement (the “Manufacturing Agreement”) to produce a patented Drone Delivery Station for Valqari, LLC (“Valqari), the Company entered into, as payee, a Convertible Promissory Note pursuant to which the Company made a loan to Valqari (“Valqari”) in the principal aggregate amount of $500,000 (the “Note”). The Note accrues interest at a rate of three percent per annum. The Note matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that had accrued, but remained, unpaid was due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $15,000,000, (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 was not permitted to prepay the Note prior to the Maturity Date. On April 15, 2021, the Note was extended for an additional six months, until October 14, 2021 (“Extended Maturity Date”). The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date or Extended Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter. On the Extended Maturity Date, AgEagle demanded payment of the Note, including accrued interest; however, Valqari sought a substantial discount on the amount due under the Note to compensate for alleged breaches by AgEagle under the Manufacturing Agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the Manufacturing Agreement, in addition to the amount due under the Note. On November 24, 2021, Valqari made a payment of principal on the Note of $315,000. The parties are continuing to negotiate in an attempt to reach an amicable resolution of their disputes; however, AgEagle reserves the right to take legal action to collect the Note in the event that a settlement is not reached. MicaSense On November 16, 2020, AgEagle, as payee, executed a promissory note with Parrot Drones S.A.S. in connection with its acquisition for 100% of the capital stock of MicaSense (the “MicaSense Acquisition”). 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 offset and reduced by all amounts paid or due in connection with the purchase price upon closing of the MicaSense Acquisition. (See Note 5) senseFly On August 25, 2021, AgEagle Aerial, as payee, executed a promissory note in connection with its acquisition for 100% of the capital stock of senseFly (the “senseFly Acquisition”). As of September 30, 2021, Parrot Drones S.A.S. promised to pay to the Company the principal amount of $200,000 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 senseFly Acquisition. (See Note 5) |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 5 – Business Acquisitions In line with the Company’s strategic growth initiatives, the Company acquired three companies during the year ended December 31, 2021. The financial results of each of these acquisitions are included in the consolidated financial statements beginning on the respective acquisition dates. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. All acquisitions resulted in the recognition of goodwill. The Company paid these premiums resulting in such goodwill for several reasons, including growing the Company’s customer base, acquiring assembled workforces, expanding its presence in certain markets, and expanding and advancing its product and service offerings. The Company recorded the assets acquired and the liabilities assumed at their acquisition date fair value, with the difference between the fair value of the net assets acquired and the acquisition consideration reflected as goodwill. The identifiable intangible assets for acquisitions are valued using the excess earnings method discounted cash flow approach for customer relationships, the relief from royalty method for trade names and technology, the “with or without” method for covenants not to compete and the replacement cost method for the internal property software by incorporating Level 3 inputs, as described under the fair value hierarchy of ASC 820. These unobservable inputs reflect the Company’s assumption about which assumptions market participants would use in pricing an asset on a non-recurring basis. These assets will be amortized over their respective estimated useful lives. For the years ended December 31, 2021 and 2020, transaction costs related to business combinations totaled $ 636,673 18,327 MicaSense On January 27, 2021 (the “MicaSense Acquisition Date”), 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 from the MicaSense Sellers (the “MicaSense Acquisition”). The aggregate purchase price for the shares of MicaSense was $23,000,000, less any debt, and subject to a customary working capital adjustment. A portion of the consideration comprises shares of Common stock of the Company, having an aggregate value of $3,000,000 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 the shares of Common stock to the MicaSense Sellers. On April 27, 2021 the Company issued 540,541 restricted shares of its Common Stock. The consideration is also subject to a $4,821,512 holdback to cover any post-closing indemnification claims, a key employee payment, and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on March 31, 2022 and March 31, 2023 in accordance with the terms of the MicaSense Purchase Agreement. (See Note 17) On May 10, 2021, the Company filed a Form S-3 Registration Statement (the “MicaSense Registration Statement”) with the Securities and Exchange Commission (“SEC”), covering the resale of the Shares. The MicaSense 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 MicaSense 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 MicaSense Registration Statement and the prospectus used in connection therewith as may be necessary) until all Shares and other securities covered by the MicaSense Registration Statement have been disposed. The MicaSense Sellers reimbursed the Company 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 Company performed a valuation analysis of the fair market value of the assets acquired and liabilities assumed. Using the total consideration for the MicaSense Acquisition, the Company determined the allocations to such assets and liabilities. The final purchase price allocation, and the necessary detailed valuations and calculations have been finalized. The following table summarizes the allocation of the purchase price as of the MicaSense Acquisition Date: Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 2,050,939 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 The Company recorded revenue from MicaSense of $ 6,793,727 1,266,599 Measure On April 19, 2021 (the “Measure Acquisition Date”), the Company entered into a stock purchase agreement (the “Measure Purchase Agreement”) with Brandon Torres Declet (“Mr. 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 from the Measure Sellers (the “Measure Acquisition”). 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 comprised $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 Company issued 5,319,145 shares of Common Stock, in the aggregate, to the Measure Sellers, and paid $5,000,000 of the cash portion of the purchase price ninety days after the closing date of the transaction. As of December 31, 2021, the Company completed the payment of the cash portion of the purchase price. 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 eighteen 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 Company 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 estimated the allocations to such assets and liabilities. The final purchase price allocation will be determined when the Company completes the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation and 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 Measure Acquisition Date: 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 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 The Company recorded revenue from Measure of $ 414,388 2,257,257 senseFly On October 18, 2021 (the “senseFly Acquisition Date”), the Company entered into a stock purchase agreement (the “senseFly S.A. Purchase Agreement”) with Parrot Drones S.A.S. pursuant to which the Company acquired 100% of the issued and outstanding capital stock of senseFly S.A. from Parrot Drones S.A.S. The aggregate purchase price for the shares of senseFly S.A. is $21,000,000, less the amount of senseFly S.A.’s debt and subject to a customary working capital adjustment. The consideration is also subject to a $4,565,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on December 31, 2022 and December 31, 2023 in accordance with the terms of the senseFly S.A. Purchase Agreement On October 18, 2021, AgEagle Aerial and the Company entered into a stock purchase agreement (the “senseFly Inc. Purchase Agreement”) with Parrot Inc. pursuant to which AgEagle Aerial agreed to acquire 100% of the issued and outstanding capital stock of senseFly Inc. from Parrot Inc. The aggregate purchase price for the shares of senseFly Inc. is $2,000,000, less the amount of senseFly Inc.’s debt and subject to a customary working capital adjustment. The consideration is also subject to a $435,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on December 31, 2022 and December 31, 2023 in accordance with the terms of the senseFly Inc. Purchase Agreement. A portion of the consideration under the senseFly S.A. Purchase Agreement comprises shares of Common Stock of the Company, par value $0.001, having an aggregate value of $3,000,000, 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 the shares of Common Stock to Parrot Drones S.A.S. The shares of Common Stock are issuable ninety days after the closing date of the transaction. Pursuant to the terms of the senseFly S.A. Purchase Agreement and a Registration Rights Agreement, dated as of October 19, 2021, the Company filed a Form S-3 Registration Statement (the “senseFly Registration Statement”) with the SEC covering the resale of the Common Stock issued to Parrot Drones S.A.S. The senseFly Registration Statement was declared effective on February 9, 2022. The Company agreed to use its best efforts to keep the senseFly 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 senseFly Registration Statement and the prospectus used in connection therewith as may be necessary) until all the shares of Common Stock and other securities issued to Parrot Drones S.A.S. and covered by such Registration Statement have been disposed. Parrot Drones S.A.S. reimbursed the Company $50,000 for reasonable legal fees and expenses incurred by the Company in connection with such registration. Pursuant to the senseFly S.A. Purchase Agreement, Parrot S.A.S., senseFly S.A. and the Company entered into a six-month transition services agreement and a technology license and support agreement during which time Parrot Drones S.A.S. will provide senseFly S.A. with certain information technology and related transition services. Under the technology license and support agreement, Parrot Drones S.A.S. granted to senseFly S.A. a non-exclusive worldwide perpetual license, subject to certain termination rights of the parties, with respect to certain technology used in the fixed-wing drone manufacturing business of senseFly S.A. 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 final purchase price allocation will be determined when the Company completes 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 senseFly Acquisition Date: Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 The Company recorded revenue from senseFly of $ 2,428,858 1,803,369 Liabilities Related to Business Acquisition Agreements As of December 31, 2021, liabilities related to acquisition agreements consist of the following: Liabilities Related To Business Acquisition Agreements December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 4,821,512 Holdback related to Measure Acquisition 5,625,000 Holdback related to sensefly Acquisition Agreement 8,489,989 Total acquisition agreement related liabilities 18,936,501 Less: Current portion business acquisition agreement-related liabilities (10,061,501 ) Long-term portion of business acquisition agreement-related liabilities $ 8,875,000 As of December, 31, 2021, scheduled future maturities of the Company’s business-acquisition related liabilities consist of the following: scheduled Of future maturities business-acquisition Year ending December 31, 2023 $ 8,875,000 Pro-Forma Information (Unaudited) The acquisitions of MicaSense and Measure were completed in the first quarter of 2021, while the acquisition of senseFly was completed during the fourth quarter of 2021. The 2021 Acquired Companies have complementary businesses with their products and services providing a full stack solution for the commercial drone industry. The Company has combined legacy MicaSense, Measure and senseFly pro-forma supplemental information as follows. The unaudited pro forma information for the years ended December 31, 2021 and 2020 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The pro forma financial information presents the combined results of operations of MicaSense, Measure and senseFly as if these acquisitions had occurred on January 1, 2020 after giving to certain pro-forma adjustments. The pro-forma adjustments reflected herein include only those adjustments that are factually supportable and directly attributable to the acquisitions. These pro forma adjustments include: Business Acquisition Pro Forma Information For the Year Ended December 31, (Unaudited) 2021 2020 Revenues $ 19,564,651 $ 20,146,276 Net loss $ (36,395,212 ) $ (14,994,871 ) |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | Note 6 – Intangibles, Net As of December 31, 2021, intangible assets, net, other than goodwill, consist of following: Intangible Assets Name Estimated Life (Years) Balance as of January 1, 2021 Additions Accumulated Amortization Impairment Balance as of December 31, 2021 Intellectual property/technology 5 $ 231,146 $ 5,671,026 $ (474,878 ) $ — $ 5,427,294 Customer base 5 38,400 4,411,499 (402,580 ) — 4,047,319 Tradenames and trademarks 5 31,040 2,082,338 (128,142 ) — 1,985,236 Non-compete agreement 4 67,042 901,198 (136,739 ) — 831,501 Platform development costs 3 72,899 1,097,808 (174,827 ) — 995,880 Internal use software 3 — 278,264 — — 278,264 Total $ 440,527 $ 14,442,133 $ (1,317,166 ) $ — $ 13,565,494 As of December 31, 2020, intangible assets, net other than goodwill, consist of the following: Name Estimated Life (Years) Balance as of January 1, 2020 Additions Accumulated Amortization Impairment Balance as of December 31, 2020 Intellectual property/technology 5 $ 317,826 $ — $ (86,680 ) $ — $ 231,146 Customer base 5 52,800 — (14,400 ) — 38,400 Tradenames and trademarks 5 42,680 — (11,640 ) — 31,040 Non-compete agreement 4 107,267 — (40,225 ) — 67,042 Platform development costs 3 — 72,899 — — 72,899 Total $ 520,573 $ 72,899 $ (152,945 ) $ — $ 440,527 The weighted average remaining amortization period in years is 5.6 1,317,166 152,945 For the following fiscal years ending, the future amortization expense is as follows: Future amortization December 31, 2022 2023 2024 2025 2026 Thereafter Total Intellectual property/ $ 890,955 $ 867,559 $ 809,773 $ 809,773 $ 809,773 $ 1,239,462 $ 5,427,294 Customer base 1,149,406 1,148,134 891,150 141,145 141,145 576,340 4,047,319 Tradenames and trademarks 218,243 215,856 208,096 208,096 208,096 926,848 1,985,236 Non-compete agreement 474,237 357,264 — — — — 831,501 Platform development costs 390,235 390,235 215,408 — — — 995,880 Internal use software 69,566 92,755 92,755 23,189 — — 278,264 Total $ 3,192,642 $ 3,071,803 $ 2,217,182 $ 1,182,203 $ 1,159,014 $ 2,742,650 $ 13,565,494 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 – Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of December 31, 2021, the goodwill balance relates to a business acquisition completed in 2015 and to the 2021 Acquired Companies, respectively. (See Note 5) The annual impairment assessment conducted during the fourth quarter of 2021 indicated that the fair values of the Company’s Drones and Custom Manufacturing and Sensors reporting units exceeded their respective carrying amounts, while the fair value of the SaaS reporting unit was less than the amount reflected in the consolidated balance sheet. The impairment assessment of the SaaS reporting unit considered lower than forecasted sales and profitability along with declining markets conditions and changes in our technologies. Accordingly, the Company recorded an impairment charge to its SaaS reporting unit of $ 12,357,921 The annual impairment assessment conducted during the fourth quarter of 2020 indicated that the fair values of the Company's Drone and Custom Manufacturing and SaaS reporting units exceeded their respective carrying amounts. Accordingly, no impairment charge was recorded during the fourth quarter of 2020. As of December 31, 2021 and 2020, the change in the carrying value of goodwill for our operating segments (as defined in Note 16), are listed below: Schedule Of Goodwill Drones and Custom Manufacturing Sensors SaaS Total Balance as of December 31, 2020 $ — $ — $ 3,108,000 $ 3,108,000 Acquisitions 18,972,896 12,655,577 42,488,730 74,117,203 Impairment — — (12,357,921 ) (12,357,921 ) Balance as of December 31, 2021 $ 18,972,896 $ 12,655,577 $ 33,238,809 $ 64,867,282 |
COVID Loans
COVID Loans | 12 Months Ended |
Dec. 31, 2021 | |
Covid Loans | |
COVID Loans | Note 8 – COVID Loans On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted, which included amongst its many provisions, the creation of the Paycheck Protection Program (“PPP”). On May 6, 2020, AgEagle received a PPP Loan in the amount of $107,439. On May 16, 2021, the outstanding principal and accrued interest due under the PPP Loan were forgiven by the SBA. For the year ended, December 31, 2021, the Company recognized a $ 108,532 In connection with the senseFly Acquisition, the Company assumed the obligations for two COVID Loans originally made by the SBA to senseFly S.A. on July 27, 2020. As of senseFly Acquisition Date, the fair value of the COVID Loans were $1,440,046 (“senseFly COVID Loans”). During the year ended December 31, 2021, senseFly S.A. made the required payments on the senseFly COVID Loans, including principal and accrued interest, aggregating approximately $ 356,000 1,259,910 As of December 31, 2021, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of debt disclosure Year ending December 31, 2022 $ 451,889 2023 451,889 2024 89,033 2025 89,033 2026 89,033 Thereafter 89,033 Total $ 1,259,910 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 9 – Equity Series C Preferred Stock Each share of Series C Preferred Stock is convertible into a number of shares of our Common Stock equal to the quotient determined by dividing (x) the stated value of $1,000 per share, by (y) a conversion price of $0.54. Until the volume weighted average price of our Common Stock on NYSE exceeds $107.50 with average trading volume of 200,000 shares per day for ten consecutive trading days, the conversion price of our Series C Preferred Stock is subject to full-ratchet, anti-dilution price protection. Under that provision, if, while that full-ratchet, anti-dilution price protection is in effect, the Company issues shares of our Common Stock at a price per share (the “Dilutive Price”) that is less than the conversion price, then the conversion price of our Series C Preferred Stock is automatically reduced to be equal to the Dilutive Price. The effect of that reduction is that, upon the issuance of shares of Common Stock at a Dilutive Price, the Series C Preferred Stock would be convertible into a greater number of shares of our Common Stock. The Series C Preferred Stock anti-dilution protection was initially triggered on December 27, 2018, as a result of the Company issuing of the Series D Preferred Stock, (the “Series D Preferred Stock”) as described below. The Series D Preferred Stock had a $0.54 conversion price thereby qualifying as a subsequent equity offering at a price less than $1.53 per share of Common Stock. During January 2020, Alpha Capital Anstalt (“Alpha”) converted 189 shares of Series C Preferred Stock into 350,000 shares of Common Stock at a conversion price of $0.54 per share of Common Stock. On April 7, 2020, upon the issuance of the Series E Preferred Stock, (the “Series E Preferred Stock”) offering (see below), a subsequent anti-dilution provision was triggered for the Series C Preferred Stock whereby the conversion price was further adjusted from $0.54 per share of Common Stock to $0.25 per share of Common Stock (a “Down Round”), which resulted in approximately 13,248,000 shares of Common Stock being issuable upon conversion of the remaining Series C Preferred Stock. As a result of this Down Round being triggered, the Company recorded a deemed dividend in the amount of $3,841,920, which represented the intrinsic spread between the previous conversion price of $0.54 per share of Common Stock and the adjusted conversion price of $0.25 per share of Common Stock multiplied by 13,248,000 Common Stock shares issuable upon conversion. The deemed dividend was recorded as a reduction of retained earnings and increase in additional paid-in-capital and increased the net loss to common stockholders by the same amount in computing basic and fully diluted earnings per share. During April 2020, Alpha converted 3,312 shares of Series C Preferred Stock into 13,247,984 shares of Common Stock at a conversion price of $0.25. As of December 31, 2020, no Series C Preferred Stock remain issued and outstanding. Series D Preferred Stock On December 27, 2018, the Company entered into Securities Purchase Agreement (the “Series D Purchase Agreement”) with an Investor (the “Purchaser”). Pursuant to the terms of the Series D Purchase Agreement, the Board of Directors of the Company (the “Board”) designated a new series of preferred stock, the Series D Preferred Stock, which is non-convertible, provides for an 8% annual dividend, and is subject to optional redemption by the Company (the “Preferred Stock”). The Company issued 2,000 shares of Series D Preferred Stock and a warrant (the “Series D Warrant”) to purchase 3,703,703 shares of the Company’s Common Stock, par value $0.001 per share of Common Stock, for $2,000,000 in gross proceeds. The shares of Common Stock underling the Series D Warrant are referred to as the “Series D Warrant Shares”. The Company also entered into a registration rights agreement (the “Registration Rights Agreement”) granting registration rights to the Purchaser with respect to the Series D Warrant Shares. The Series D Purchase Agreement provides that upon a subsequent financing or financings with net proceeds of at least $500,000, the Company must exercise its optional redemption of the Series D Preferred Stock and apply any and all net proceeds from such financing(s) to the redemption in full of the Series D Preferred Stock. The Series D Preferred Stock is nonconvertible, provides for an 8% annual dividend payable semi-annually, and has liquidation rights senior to the Common Stock, but pari passu with the Company’s Series C Preferred Stock. The Series D Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Series D Preferred Stock without their consent. The Preferred Stock is subject to optional redemption by the Company at 115% of the stated value of the Series D Preferred Stock outstanding at the time of such redemption, plus any accrued but unpaid dividends and all liquidated damages or other amounts due. Any such optional redemption may only be exercised after giving notice and upon satisfaction of certain equity conditions set forth in the Series D Preferred Stock Certificate of Designation for Nevada Profit Corporations with the Secretary of State of the State of Nevada (“Series D Preferred Stock Certificate of Designation”), including (i) all dividends, liquidated damages and other amounts have been paid; (ii) there is an effective registration statement covering the Series D Warrant Shares, or the Series D Warrant Shares can be exercised through a cashless exercise without restriction under Rule 144, (iii) the Series D Warrant Shares are listed on an exchange, (iv) the holder is not in possession of material, non-public information, (v) there is a sufficient number of authorized shares for issuance of all Series D Warrant Shares, and (vi) for each trading day in a period of twenty consecutive trading days prior to the redemption date, the daily trading volume for the Common Stock on the principal trading market exceeds $200,000 per trading day. On April 7, 2020, upon the issuance of the Series E Preferred Stock, (the “Series E Preferred Stock”) offering (see below), a subsequent anti-dilution provision was triggered for the Series D Warrant Shares whereby the exercise price of the Series D Warrant Shares was adjusted from $0.54 to $0.25 per share of Common Stock (a “Series D Warrant Down Round). Upon the Series D Warrant Down Round being triggered, the Company recognized $208,918 of a deemed dividend for the difference between the fair value of the original warrants right before modification and the fair value of the modified warrants. The fair value of the warrants was determined using the Black-Scholes option-pricing model based on the following assumptions: expected life of 3.5 years, expected dividend rate of 0%, volatility of 90.0%, and an interest rate of 0.29%. The deemed dividend to the preferred stockholders was a recorded as additional paid in capital and a reduction of retained earnings and as an increase to net loss attributable to Common Stockholders in computing earnings per share on the consolidated statements of operations and comprehensive loss. On June 5, 2020, the Company and Alpha entered into a letter agreement whereby they agreed to amend the Original Series D Preferred Stock and terminate the Series D Purchase Agreement. Alpha is a current holder of less than 10% of the Company’s issued and outstanding Common Stock and has no material relationship with the Company. On June 5, 2020, the Board approved an amendment to the Series D Preferred Stock Certificate of Designation k the “Amended Series D Preferred Stock Certificate of Designation”). The amendment among other things, (i) provided for the ability of the Holder to convert their Series D Preferred Stock, including all accrued, but unpaid dividends, into shares of Common Stock, par value $0.001 per share of the Company, (ii) set a conversion price at $0.54 per share (subject to customary adjustments), and (iii) increased the stated value of the Series D Preferred Stock from $1,000 to $1,116.67. The Amended and Restated Certificate of Designation of the Series D Preferred Stock was filed with the Secretary of the State of Nevada effective as of June 8, 2020. The holder of the Series D Preferred Stock approved the Amended Series D Preferred Stock Certificate of Designation. There is no class or series of stock which is senior to the Series D Preferred Stock as to the payment of distributions upon dissolution of the Company, and therefore the approval of any other class or series of stock of the Company to the amendments to the Series D Preferred Stock Certificate of Designation is not required pursuant to Nevada law. On the date of the Amended Series D Preferred Stock Certificate of Designation, the Series D Preferred Stock’s fair value of the Company’s Common Stock price was $1.45 per share of the Company’s Common Stock, which is higher than the effective conversion price of $0.54 per share of Company Common Stock that was agreed to on June 5, 2020. Due to the modification of the Series D Preferred Stock, the Company recorded a deemed dividend of $3,763,591 representing the intrinsic value of $0.91 per share of Common Stock multiplied by the number of Common Stock shares to be issued upon conversion. The deemed dividend to the Series D Preferred Stock stockholders was a recorded as additional paid in capital, a reduction of retained earnings, and an increase to net loss attributable to Common Stockholders in computing basic and fully diluted earnings per share. During June 2020, the holder of Series D Preferred Stock converted 1,890 shares of Series D Preferred Stock, and all outstanding accrued dividends totaling $233,333, into 3,500,000 shares of Common Stock at a conversion price of $0.54 per share of the Company’s Common Stock. During the year ended December 31, 2020, the holder of Series D Preferred Stock converted the remaining 110 shares of the Series D Preferred Stock into 635,815 shares of Common Stock at a conversion price of $0.54 per share of Common Stock, which includes an additional 421,308 of Common Stock shares to correct conversions that occurred in June 2020 that were computed using the stated value of $1,000 rather than $1,116.67. Series E Preferred Stock On April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Series E Purchase Agreement”) with Alpha, pursuant to the terms of the agreement, the Board authorized 1,050 shares of a newly designated series of preferred stock, the Series E Convertible Preferred Stock. The Series E Convertible Preferred Stock was convertible at $0.25 per share of Common Stock into an aggregate of 4,200,000 shares of the Common Stock, par value $0.001 per share. The purchase price for the Series E Convertible Preferred Stock was $1,050,000 of which the Company received net proceeds of $1,010,000. The Series E Convertible Preferred Stock has liquidation rights senior to the Common Stock, but pari passu with the Series C Preferred Stock and the Series D Preferred Stock. The Series E Convertible Preferred Stock has no voting rights. The conversion price adjusts for stock splits and combinations and is subject to anti-dilution protection for subsequent equity issuances until such time as no shares of Series E Convertible Preferred Stock are outstanding. The Certificate of Designation of the Series E Convertible Preferred Stock was filed with the State of Nevada on April 2, 2020. The Company also entered into a Registration Rights Agreement, granting registration rights to Alpha with respect to the Conversion Shares and Common Stock underlying warrants held by Alpha. On the date that the Series E Convertible Preferred Stock was consummated, the fair value of the Company’s Common Stock price was $0.37 per share, which was higher than the effective conversion price of $0.25 per share of Common Stock that was agreed to on April 7, 2020. As a result, the Company recognized a beneficial conversion feature (“BCF”) of $378,240 on 788 of Series E Convertible Preferred Stock shares representing the intrinsic value of $0.12 per share of Common Stock multiplied by the number of Common Stock shares to be issued upon conversion. The remaining amount of 262 shares was repurchased as described below. The discount to the Series E Convertible Preferred Stock resulting from the BCF is presented as an increase to net loss attributable to Common Stockholders in computing basic and fully diluted earnings per share in the consolidated statements of operations and comprehensive loss. On May 11, 2020, the Company entered into a Series E Purchase Agreement for the sale of Common Stock as described above with Alpha whereby we agreed to repurchase 262 shares of Series E Convertible Preferred Stock with the proceeds from the new issuance. The repurchase of the Series E Convertible Preferred Stock was convertible into 1,048,000 shares of Common Stock at a repurchase price of $1.06 per share of Common Stock. The Company increased its net loss available to Common Stockholders in computing earnings per share for the excess of the consideration paid for the Series E Preferred Convertible Stock over its carrying value totaling $848,880. As of December 31, 2020, no Series E Preferred Convertible Stock remained issued and outstanding. Capital Stock Issuances GreenBlock Capital LLC On May 3, 2019, the Company entered into a consulting agreement with GreenBlock Capital LLC (“Consultant”) for purposes of advising on certain business opportunities. On June 18, 2019, the Company issued 500,000 shares of restricted Common Stock to the Consultant, and the Company recognized $170,000 of stock-based compensation expense at a fair value of $0.34 per share within professional fees on the consolidated statements of operations and comprehensive loss. On October 31, 2019, the consulting agreement was terminated; however, the Consultant continued to be entitled to receive up to 2,500,000 restricted Common Stock after termination of the consulting agreement, if the achievement of milestones that commenced during the term of the consulting agreement were completed within twenty-four months. he Consultant sent a demand letter to the Company alleging a breach of this agreement due to the Company’s non-issuance of additional restricted shares of its Common Stock in connection with the Consultant’s alleged achievement of the milestones. As of December 31, 2020, and as a result of this demand, the Company recorded a contingent loss of $ 1,500,000 , based upon the fair market value of $ 6.00 per share of its Common Stock, which was recorded within professional fees on the consolidated statements of operations and comprehensive loss. For the quarter ended March 31, 2021, the Company recorded additional stock-based compensation expense of $1,407,000, which reflected the issuance of 550,000 additional restricted shares of Common Stock that were issued on May 12, 2021, which resulted in a liability amount of $2,907,000 for purposes of payment of the settlement. December Purchase Agreement In January 2021, the Company issued 1,057,214 shares of Common stock in connection with a securities purchase agreement (the “December Purchase Agreement”) entered into on December 31, 2020, the gross proceeds associated with this exercise were $6,313,943, net of issuance costs. Exercise of Warrants 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 per share in connection with a securities purchase agreement dated August 4, 2020. Securities Purchase Agreement Dated May 11, 2020 On May 11, 2020, the Company and an Investor entered into a securities purchase agreement (the “May Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor in a registered direct offering 2,400,000 shares of Common Stock, par value $0.001, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,260,377 shares of Common Stock, for gross proceeds of approximately $6,000,000 (which includes subsequent payment of the exercise price of the Pre-Funded Warrants in the amount of $3,267). The purchase price for each share of Common Stock was $1.06 and the purchase price for each Pre-Funded Warrant was $1.05999. The exercise price for each Warrant was $0.001. Net proceeds from the sale were used to repurchase 262 shares of the Company’s Series E Preferred Stock, convertible into 1,048,000 shares of Common Stock currently held by the Investor at a repurchase price of $1.06 per share of Common Stock (see below). The Company expects to use the balance for working capital and general corporate purposes. The Company increased net loss available to Common Stockholders in computing earnings per share for the excess of the consideration paid for the Series E Preferred Stock over its carrying value totaling $848,880 as presented on the consolidated statements of operations and comprehensive loss. Pursuant to the terms of the May Purchase Agreement, the Company had agreed to certain restrictions on future stock offerings, including that during the 60-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 exceptions. The exercise price of the Warrants and the shares of the Common Stock 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 Warrants, and were exercisable on a “cashless” basis in certain circumstances. Securities Purchase Agreement Dated June 24, 2020 On June 24, 2020, the Company and the Investor entered into a securities purchase agreement (the “June Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor in a registered direct offering 4,407,400 shares of Common Stock, par value $0.001, pre-funded warrants to purchase up to 1,956,236 shares of Common Stock, and warrants (the “Warrants”) to purchase up to 2,455,476 shares of Common Stock at an exercise price of $1.35 per share, for gross proceeds of $7,000,000 (which includes subsequent payment of the exercise price of the Pre-Funded Warrants in the amount of $1,956) and net proceeds of $6,950,000 after issuance costs. Upon exercise of the Warrants in full by the Investor, the Company will receive additional gross proceeds of $3,314,892. The shares of Common Stock underlying the Pre-Funded Warrants and the Warrants are referred to as “June Warrant Shares.” The purchase price for each share of Common Stock is $1.10 and the purchase price for each Pre-Funded Warrant is $1.099 per share of Common Stock. The exercise price for each Pre-Funded Warrant is $0001. The Shares, Pre-funded Warrants, Warrants and June Warrant Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-239157), which was declared effective by the SEC on June 19, 2020. Pursuant to the terms of the June Purchase Agreement, the Company agreed to certain restrictions on future stock offerings, including that during the 75-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, including if the consolidated closing price on the trading market on which the Company’s Common Stock is traded at the time is greater than $1.90 (adjusted for any subsequent stock splits or similar capital adjustments) for five consecutive trading days, the Company may issue such securities at not less than $1.90 per Common Stock Equivalent. The Investor has a right from the date of the June Purchase Agreement until December 31, 2020 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 Prefunded Warrants and the Warrants and the number of June Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Prefunded Warrants and the Warrants. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the shares underlying the Warrants. The Pre-Funded Warrants allow for cashless exercise at any time. The Pre-Funded Warrants and the Warrants each contain a beneficial ownership limitation, such that none of such Pre-Funded Warrants nor the Warrants may 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 Pre-Funded Warrant or Warrant. For the year ended December 31, 2020, the Company received $3,314,893 in additional gross proceeds associated with exercise of 2,455,476 of the June Warrant Shares into Common Stock. Securities Purchase Agreement Dated August 4, 2020 On August 4, 2020, the Company and an Investor entered into a securities purchase agreement (the “August Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor in a registered direct offering 3,355,705 shares of Common Stock and warrants to purchase up to 2,516,778 shares of Common Stock at an exercise price of $3.30 per share (the “August Warrants”), for proceeds of $9,900,000 net of issuance costs of $100,000. Upon exercise of the Warrants in full by the Investor, the Company will receive additional gross proceeds of $8,305,367. The shares of Common Stock underlying the Warrants are referred to as “August Warrant Shares.” The purchase price for each share of Common Stock is $2.98. Net proceeds from the sale will be used for working capital, capital expenditures and general corporate purposes. The shares, the August Warrants and the August Warrant Shares are being 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 August Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 75-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, including if the consolidated closing price on the trading market on which the Company’s Common Stock is traded at the time is greater than $5.00 (adjusted for any subsequent stock splits or similar capital adjustments) for ten consecutive trading days, the Company may issue such securities at not less than $5.00 per Common Stock Equivalent. In addition, the Company’s executive officers and directors agreed that they shall not sell (or hedge in any manner) any of their shares of the Common Stock for a period ending September 7, 2020. The Investor has a right from the date of the August Purchase Agreement until December 31, 2020, 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 August Warrants and the number of August Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the shares underlying the August Warrants. The August Warrants contain a beneficial ownership limitation, such that none of such August Warrants may 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 August Warrant. The August Warrant is for a ten-month term and is not exercisable for the first six months. Securities Purchase Agreement Dated December 31, 2020 On December 31, 2020, the Company, and an Investor entered into a securities purchase agreement (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 $6.4 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 is $6.029, the exercise price for each December Pre-Funded Warrant is $0.001. Net proceeds from the sale will be used for working capital. The December Pre-Funded Warrants and the December Warrant Shares are being 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 has agreed to certain restrictions on future stock offerings, including that during the 45-trading day period following the closing, the Company will 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 has 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 will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the December Prefunded Warrants. The December Pre-Funded Warrants allow for cashless exercise at any time. The December Pre-Funded Warrants contain a beneficial ownership limitation such that none of the December Pre-Funded Warrants may 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 Pursuant to the terms of the Registration Rights Agreement executed on April 7, 2020, the Company filed an initial registration statement with the SEC registering the Conversion Shares and the April Warrant Shares on April 27, 2020. The Company’s registration statement was declared effective May 6, 2020. Filing of Registration Statement for At-the-Market Sales Agreement Pursuant to the terms of the Registration Rights Agreement executed on February 5, 2021, the Company filed an initial registration statement with the SEC for up to $200,000,000 of securities which may be issued by the Company 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 “ATM 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 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 ATM Sales Agreement, the 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 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 Agents a commission equal to 3% of the gross proceeds from the sales of ATM Shares pursuant to the Sales Agreement. The ATM Sales Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The provisions of the ATM 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 26, 2021 through December 31, 2021, the Company sold 5,705,877 shares of its Common Stock, par value $0.001, at a stock price between $5.00 and $6.30 per share, for proceeds of $30,868,703, net of issuance costs of $954,707. 2017 Omnibus Equity Incentive Plan On March 26, 2018, the 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) became effective. Under the Equity Plan, the Company may grant equity-based and other incentive awards to officers, employees, and directors of, and consultants and advisers to, the Company. The purpose of the Equity Plan is to help the Company attract, motivate, and retain such persons and thereby enhance shareholder value. The Equity Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to awards outstanding on that date). The Board in its discretion may terminate the Equity Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Equity 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 18, 2019, at the Annual Meeting of Shareholders of the Company, the shareholders approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 2,000,000 to 3,000,000. On July 15, 2020, the Company held its 2020 annual meeting of stockho |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 10 – Retirement Plans Defined Benefit Plan senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are administered by Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments. The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of October 31, 2021, provided by GMP. The Company recognizes the overfunded or underfunded status of the Defined Benefit Plan as an asset or liability in its consolidated balance sheets and recognizes changes in the funded status of the Defined Benefit Plan in the year in which the changes occur through accumulated other comprehensive income or loss. The Defined Benefit Plan’s assets and benefit obligations are remeasured as of December 31 st For the period from October 18, 2021 (the “senseFly Acquisition Date) through December 31, 2021, the net periodic benefit cost of the Defined Benefit Plan was as follows: Schedule Of Net Benefit Costs 2021 Service cost $ 87,368 Interest cost 3,236 Expected return on plan assets (19,415 ) Net periodic pension benefit cost $ 71,189 The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases. For the period from the senseFly Acquisition Date through December 31, 2021,the changes in the projected benefit obligation were as follows: Schedule Of Costs Of Retirement Plans 2021 PBO, beginning of period $ 3,999,708 Service cost 87,368 Interest cost 3,236 Plan participation contributions 52,852 Actuarial gains 92,761 Benefits paid through plan assets (9,708 ) Plan amendments related to statutory changes (16,179 ) Foreign currency exchange rate changes (254 ) PBO, end of period 4,209,784 Component representing future salary increases (19,450 ) Accumulated benefit obligation (“ABO”), end of period $ 4,190,334 For the period from the senseFly Acquisition Date through December 31, 2021, the change in fair value of the Pension Plan assets were as follows: Schedule Of Changes In Fair Value Of Plan Assets 2021 Fair value of plan assets, beginning of period $ 3,720,885 Expected return on plan assets 19,415 Gain on plan assets 8,629 Employer contributions 86,289 Plan participant contributions 52,852 Benefits paid through plan assets (9,707 ) Foreign currency exchange rate changes (305 ) Fair value of plan assets, end of period $ 3,878,058 senseFly S.A.’s investment objectives are to ensure that the assets of its Defined Benefit Plan are invested to provide an optimal rate of investment return on the total investment portfolio, consistent with the assumption of a reasonable risk level, and to ensure that pension funds are available to meet the plans’ benefit obligations as they become due. senseFly S.A. believes that a well-diversified investment portfolio will result in the highest attainable investment return with an acceptable level of overall risk. Investment strategies and allocation decisions are also governed by applicable governmental regulatory agencies. senseFly’s investment strategy with respect to the Defined Benefit Plan is to invest in accordance with the following allocation: 30.93% in equities, 34.94% in bonds, 15.46% in real estate, 9.28% in alternative investments and 9.39% in cash and cash equivalents. As of December 31, 2021, the following table presents the fair value of the Defined Benefit Plan assets by major categories and by levels within the fair value hierarchy: Defined Benefit Plan Plan Assets Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 364,142 $ — $ — $ 364,142 Equity securities 1,199,399 — — 1,199,399 Bonds 1,354,997 — — 1,354,997 Real estate — 599,700 — 599,700 Alternative investments — 359,820 — 359,820 Total fair value of plan assets $ 2,918,538 $ 959,520 $ — $ 3,878,058 As of December 31, 2021, the following table presents the unfunded status of the Defined Benefit Plan, defined as plan assets less the projected benefit obligation: Schedule Of Unfunded Defined Benefit Plan Assets 2021 Fair value of plan assets $ 3,878,058 Less: PBO (4,209,784 ) Underfunded status, end of period $ (331,726 ) As of December 31, 2021, the underfunded status is included in other liabilities in the consolidated balance sheets. The Defined Benefit Plan has an ABO and PBO in excess of Defined Benefit Plan assets. For the period from the senseFly Acquisition Date through December 31, 2021, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were as follows: Schedule Of Accumulated Benefit Obligations In Excess Of Fair Value Of Plan Assets 2021 Net prior service cost $ 16,208 Net loss (84,111 ) Deferred tax — Accumulated other comprehensive loss, net of tax $ (67,903 ) As of December 31, 2021, the net prior service credit included in accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost during the year ending December 31, 2022. The actuarial assumptions for the Defined Benefit Plan were as follows: Schedule Of Assumptions Defined Benefit Plan Benefit obligations: Discount rate 0.30 Estimated rate of compensation increase 1.00 Periodic costs: Discount rate 0.30 % Estimated rate of compensation increase 1.00 Expected average rate of return on plan assets 2.66 The following table presents the expected benefit payments from the Defined Benefit Plan for the next five fiscal years and the aggregate five years thereafter: Schedule Of Expected Benefit Payments Year ending December 31: Expected Plan Benefit Payments 2022 $ 430,055 2023 414,927 2024 394,397 2025 372,786 2026 352,256 2027-2031 1,483,581 Total expected benefit payments by the plan $ 3,448,002 Defined Contribution Plan The Company sponsors the AgEagle Aerial Systems 401(k) Plan (the “401(k) Plan”) that covers substantially all eligible employees in the United States. The Company matches contributions made by eligible employees, subject to certain percentage limits of the employees’ earnings. For the year ended December 31, 2021, the Company’s employer contribution to the 401(k) Plan was $11,127. |
Warrants to Purchase Common Sto
Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Warrants To Purchase Common Stock | |
Warrants to Purchase Common Stock | Note 11 – Warrants to Purchase Common Stock Warrants Issued On June 24, 2020, the Company entered into a purchase agreement, described above in Note 7, pursuant to which the Company agreed to sell to the Investor in a registered direct offering June Warrant Shares to purchase up to 2,455,476 shares of Common Stock at an exercise price of $1.35 per share. On August 4, 2020, the Company entered into a purchase agreement, described above in Note 7, pursuant to which the Company agreed to sell to the Investor in a registered direct offering Warrants to purchase up to 2,516,778 shares of Common Stock at an exercise price of $3.30 per share. Upon exercise of the Warrants in full by the Investor, the Company will receive additional gross proceeds of approximately $8,305,367. As of December 31, 2020, the Company had outstanding warrants, in connection with the issuance of securities purchase agreement dated August 4, 2020, to purchase 2,516,778 3.30 June 6, 2021 Warrant Conversions On December 27, 2018, the Company issued 2,000 shares of Series D Warrant to purchase 3,703,703 shares of the Company’s Common Stock for $2,000,000 in gross proceeds. The shares of Common Stock underlying the Warrant are referred to as the “Warrant Shares.” The Company also entered into a registration rights agreement granting registration rights to the Purchaser with respect to the Warrant Shares. The Warrant is exercisable for a period of five years through December 26, 2023 at an exercise price equal to $0.54 per share; and is subject to customary adjustments for stock splits dividend, rights offerings, pro rata distributions and fundamental transactions. In addition, in the event the Company undertakes a subsequent equity financing or financings at an effective price per share that is less than $0.54, the exercise price of the Warrant shall be reduced to the lower price. On April 7, 2020, upon the issuance of the Series E Preferred Stock, offering, a subsequent anti-dilution provision was triggered for the Series D Warrant whereby the exercise price of the Warrant Shares was adjusted from $0.54 to $0.25 per share a Warrant Down Round. (See Note 9) In connection with an issuance of debentures in 2017, the Company issued a warrant to purchase 828,221 shares of the Company’s Common Stock at an exercise price of $1.51 with an expiration date on August 2, 2024. These warrants were exercised at a cashless price of $1.51 per share on September 22, 2020 into 405,716 shares of common stock. In July 2020, the Company received $2,632,500 in additional gross proceeds associated with exercise of 1,950,000 of the June Warrant Shares into Common Stock. During December 2020, the Company received $682,393 in additional gross proceeds associated with exercise of 505,476 shares of the June Warrant. For the year ended December 31, 2020, 6,987,400 warrants were converted into 5,808,931 shares of Common Stock at a weighted average conversion price of $0.79. The Company received cash proceeds of $3,314,893 associated with exercise of the warrants. 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. As of December 31, 2021, there were no A summary of activity related to warrants for the periods presented is as follows: Summary of activity related to warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2019 4,531,924 $ 0.72 4.05 Issued 4,972,254 2.34 0.92 Exercised (6,987,400 ) 0.79 — Outstanding as of December 31, 2020 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) $ 3.30 — Outstanding as of December 31, 2021 — $ — — Exercisable as of December 31, 2021 — $ — — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 12 – Leases Operating Leases 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 twelve 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 ASC 842. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. 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. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. The components of a lease are split into three categories: lease components, non-lease components and non-components; however, the Company has elected to combine lease and non-lease components into a single component. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense on the consolidated statements of operations and comprehensive loss. Variable lease payments are expensed as incurred. The Company has an operating lease in Wichita, Kansas, which serves as its corporate offices. The lease commencement date was November 1, 2020, and will expire on October 31, 2023, unless sooner terminated or extended. The estimated cash rent payments due through the expiration of this operating lease total $ 181,500 As a result of the MicaSense Acquisition, the Company assumed an operating lease for office space in Seattle, Washington that expires in January 2026 with a 3% per year increase, and two months of abated rent for December 2020 and January 2021. The estimated cash rent payments due through the expiration of this operating lease total approximately $ 891,000 As a result of the Measure Acquisition, the Company assumed the operating leases for office space in Washington, D.C. and Austin, Texas. The prior operating lease in Washington, D.C. expired in September 2021 and the current operating lease in Austin, Texas expires in December 2021. The Company signed a new operating lease agreement for its office space in Washington, D.C. in July 2021, beginning on October 1, 2021 and expiring in December 2022. Additionally, the Company signed a new operating lease agreement for its office space in Austin, Texas commencing in August 2021 and expiring in December 2022. The estimated cash rent payments due through the expiration these two operating leases total approximately $ 208,000 As a result of the senseFly acquisition, the Company assumed the operating leases for office spaces in Raleigh, North Carolina and Lausanne, Switzerland. The operating in Raleigh expires in December 2022, while the operating lease in Lausanne expires in April 2023. The estimated cash rent payments due through the expiration of these two operating leases total approximately $ 1,057,000 As of December 31, 2021 and 2020, consolidated operating lease liabilities of $ 2,178,381 257,363 282,668 13,823 As of December 31, 2021 and 2020, balance sheet information related to the Company’s operating leases is as follows: Schedule of Future Minimum Rental Payments for Operating Lease December 31, Balance Sheet Location 2021 2020 Right of use asset Right of use asset $ 2,019,745 $ 257,363 Current portion of operating lease liability Current portion of operating lease liability $ 1,235,977 85,895 Long-term portion of operating lease liability Long-term portion of operating lease liability $ 942,404 $ 171,468 For the years ended December 31, 2021 and 2020, operating lease expense payments were $ 532,892 48,840 As of December, 31, 2021, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of operating lease liabilities Year Ending December 31, 2022 $ 1,329,432 2023 540,566 2024 221,370 2025 227,443 2026 18,954 Total future minimum lease payments, undiscounted 2,337,765 Less: Amount representing interest (159,381 ) Present value of future minimum lease payments $ 2,178,384 Present value of future minimum lease payments – current $ 1,235,977 Present value of future minimum lease payments – long-term $ 942,404 As of December 31, 2021 and 2020, the weighted average lease-term and discount rate of the Company’s leases are as follows: Weighted average lease-term and discount rate leases Year ended December 31, Other Information 2021 2020 Weighted-average remaining lease terms (in years) 2.3 2.8 Weighted-average discount rate 6.0 % 6.0 % For the year ended December 31, 2021 and 2020, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information Year ended December 31, Other Information 2021 2020 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 532,892 $ 16,500 Lease liabilities related to the acquisition of right of use assets: Operating leases $ 2,196,370 $ 271,186 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Executive Appointments and Departures Mr. Barrett Mooney Appointment as Chief Executive Officer and Chairman of the Board On January 17, 2022, Mr. Barrett Mooney, the Company's Chairman of the Board and the Chief Executive Officer immediately preceding Mr. Brandon Torres Declet, was reappointed to serve as the Chief Executive Officer of the Company (See Note 17). Mr. Mooney will continue in his role as Chairman of the Board. In his role as Chief Executive Officer, Mr. Mooney will receive an annual base salary of $ 380,000 380,000 25,000 Effective May 5, 2020, Mr. Mooney was appointed Chairman of the Board of the Company. Prior to being recently appointed Chief Executive Officer Mr. Mooney agreed to provide the Company with consulting services, as needed, at a fixed price of $4,500 per month on a month-to-month basis, plus reimbursement for travel expenses. Commencing in August 2020, Mr. Mooney’s consulting fee increased to $10,000 per month. Departure as Chief Executive Officer Effective May 5, 2020, Mr. Mooney resigned as the then Chief Executive Officer of the Company, and prospectively, no longer served as senior management of the Company. In connection with his resignation, Mr. Mooney received his then current salary and benefits from March 6, 2020 through April 4, 2020. Mr. Mooney was paid $50,000 in cash, $25,000 of which was paid in a lump sum in April 2020, and the balance paid in equal installments over a six-month period, which commenced on May 5, 2020. Mr. Mooney remained eligible for up to $15,000 bonus, as approved by the Board, based on the achievement of certain revenue and operational targets. Mr. Torres Declet Resignation as Chief Executive Officer On January 17, 2022, the Company and Mr. Brandon Torres Declet mutually agreed to Mr. Torres Declet’s resignation as Chief Executive Officer and as a director of the Company. In connection with his departure, and in accordance with his employment agreement with the Company, Mr. Torres Declet will receive base salary continuation equal to six months of his then annual salary, reimbursement of COBRA health insurance premiums for a period of six months at the same rate as if Mr. Torres Declet were an active employee of the Company, and a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $ 125,000 Appointment as Chief Executive Officer and Chief Operating Officer On May 24, 2021, Mr. Torres Declet was appointed to serve as the then new Chief Executive Officer of the Company. Mr. Torres Declet did not continue to serve as the Company’s Chief Operating Officer. On June 11, 2021, the Board 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, commensurate with his new position as Chief Executive Officer. Mr. Torres Declet was entitled to receive an annual 20% bonus, comprised of a mix of cash and RSUs, based upon his performance as determined by certain metrics established by the Board and Mr. Torres Declet. On April 19, 2021, in connection with the Measure Acquisition, the Board approved the appointment of Mr. Torres Declet as the Company’s Chief Operating Officer. Mr. Declet also served as the President of Measure. Prior to joining the Company, Mr. Declet, co-founded Measure, and since 2014, served as its President. In his position as Chief Operating Officer, Mr. Declet received an annual base salary of $225,000 per year, subject to increases at the discretion of the Board. Mr. Declet was 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 RSUs that vest on a pro rata basis over one year commencing on the date of closing of the Measure Acquisition. This grant had a fair value of $ 675,000 472,856 25,000 Mr. J. Michael Drozd Resignation as Chief Executive Officer On May 24, 2021, the Company and Mr. J. Michael Drozd (“Mr. Drozd”) mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer, effective immediately (the “Termination Date”). Mr. Drozd resigned to pursue new career opportunities. In connection with his departure, Mr. Drozd and the Company entered into a separation agreement and General Release, dated June 11, 2021 (“Separation Agreement”), pursuant to which, among other things, the Company agreed to and paid Mr. Drozd the following: (i) his regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus comprised of $37,130 in cash and 118,500 shares of the Company’s Common Stock, (iii) severance pay equal to six months of his base salary as of the Termination Date; (iv) reimbursement for six months’ of COBRA health insurance premiums at the same rate as if Mr. Drozd were an active employee of the Company; (v) cash payment equal to three days of accrued and unused vacation days; and (vi) 26,652 fully-vested RSUs with a fair value of $125,000 on the date of grant. Additionally, Mr. Drozd’s then outstanding and unvested equity awards continued to be governed by the terms of the applicable award agreements, except that 8,333 of the 100,000 RSUs granted to him on April 19, 2021, in accordance with his employment agreement with the Company, vested on the effective date of the Separation Agreement. Appointment as Chief Executive Officer On April 28, 2020, Mr. Michael Drozd was appointed to serve as the Company’s then Chief Executive Officer, commencing May 18, 2020. Mr. Drozd received an annual base salary of $235,000 per year, subject to annual performance reviews and revisions by and at the sole discretion of the Compensation Committee. Mr. Drozd was entitled to receive an annual 20% bonus, comprised of a mix of cash and stock options, based upon his performance as determined by certain metrics established by the Board and Mr. Drozd. Mr. Drozd received an initial grant of 100,000 RSUs, which were scheduled to become fully vested after one year of continued employment. Mr. Drozd was eligible to receive a quarterly award of 15,000 non-qualified stock options. At the time of issuance, each stock option award agreement was to have set forth the vesting, exercisability, and exercise price of the stock options as of the date of the grants. Mr. Brett Chilcott Resignation as President and Chairman of the Board Effective May 5, 2020, Mr. Chilcott resigned as the then President and Chairman of the Board of the Company. Mr. Chilcott no longer serves as an executive or director of the Company. For a period of twelve months from his date of resignation, Mr. Chilcott agreed to remain an employee and advise the Company to ensure a seamless leadership transition. Mr. Chilcott received his then base annual salary of $140,000, plus benefits, during the twelve-month that concluded May 4, 2021. Existing Employment and Board Agreements On November 12, 2021, the Board, in connection 2021 executive compensation plan, approved cash bonuses of $ 10,000 The Company has various employment agreements with various executive officers and directors of the The Company has no other formal employment agreements with our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of our named executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possible that the Company will enter into formal employment agreements with its executive officers in the future. Founder Leak-Out Agreement On April 7, 2020, as a condition to the consummation of the Series E Preferred Agreement, the Company entered into a Leak-Out Agreement with Mr. Bret Chilcott (“Mr. Chilcott”), founder, former director and President of the Company, and Alpha with respect to the shares Mr. Chilcott beneficially owns. The restriction on the disposition of the shares is for a period of seven months from the date of the closing of the agreement. Thereafter, for a period of an additional six months, Mr. Chilcott may sell no more than $25,000 per calendar month of shares of Company Common Stock. On August 26, 2020, the Company, together with Mr. Chilcott and Alpha, who was a party to the Leak Out Agreement, agreed to amend the Leak Out Agreement to change the restrictions on the disposition of Mr. Chilcott’s shares that are subject to the Leak Out Agreement (the “Amended Leak Out Agreement”). The Amended Leak Out Agreement provides that Mr. Chilcott (together with his affiliates) may sell or otherwise dispose of his shares for a period of twelve (12) months commencing on September 7, 2020 (the “Restricted Period”) in an amount representing no more than 50,000 shares per calendar month during the Restricted Period. Upon expiration of the Restricted Period, the restrictions set forth in the Amended Leak Out Agreement ceased. Purchase Commitments The Company routinely places orders for manufacturing services and materials. As of December 31, 2021, the Company had purchase commitments of approximately $ 2,240,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions The following reflects the related party transactions during the years ended December 31, 2021 and 2020, respectively: Ms. 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. For the years ended December 31, 2021 and 2020, the expenses related to services provided by Premier Financial Filings to the Company, were $ 33,930 23,524 One of the Company’s directors, Mr. Thomas Gardner, is one of the principals of NeuEon, Inc, which provide services to the Company as the Chief Technology Officer. For the years ended December 31, 2021 and 2020, the expenses related to services provided by NeuEon Inc. to the Company were $293,750 and $118,500, respectively. These expenses are included within in the general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss. Following his resignation as Chief Executive Officer in May 2020, Mr. Mooney agreed to provide consulting services to the Company, as needed, at a fixed fee of $4,500 per month on a month-to-month basis, plus reimbursement for travel expenses. On July 20, 2020, the Board, upon recommendation of the Compensation Committee, increased Mr. Mooney’s monthly fee for consulting services to $10,000 from $4,500 per month. For the years ended December 31, 2021 and 2020, the Company recognized $ 25,000 66,500 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes Prior to April 15, 2015, AgEagle Aerial Inc. was treated as a disregarded entity for income tax purposes. Income taxes, if any, were the responsibility of the sole member. Effective April 22, 2015, the Company elected to be classified as a corporation for income tax purposes. On March 26, 2018, the Company’s predecessor company, EnerJex Resources, Inc. (“EnerJex”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a wholly-owned subsidiary of EnerJex, merged with and into AgEagle Aerial Systems Inc., a then privately held company (“AgEagle Sub”), with AgEagle Sub surviving as a wholly-owned subsidiary of EnerJex (the “Merger”). In connection with the Merger, EnerJex changed its name to AgEagle Aerial Systems Inc. AgEagle Sub changed its name initially to “Eagle Aerial, Inc.” and then to “AgEagle Aerial, Inc.” Following the Merger, AgEagle Aerial Inc. became a wholly owned subsidiary of AgEagle Aerial Systems, Inc., and the group files a consolidated U.S. federal income tax return as well as income tax returns in various states. As of December 31, 2021 and 2020, the total of all net deferred tax assets was $ 8,820,453 3,277,467 8,820,453 3,277,467 5,542,986 498,367 On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, provides for an acceleration of alternative minimum tax credit refunds, the deferral of certain employer payroll taxes, the availability of an employee retention credit, and expands the availability of net operating loss usage. In addition, other governments in state and local in which we operate have also enacted certain relief measures. On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA”) was signed into law and included in the government appropriations and additional economic stimulus. The CAA enhances and expands certain provisions of the CARES Act. The CAA modifies the tax deductibility of expenses relating to the PPP loan forgiveness, Employee Retention Credit eligibility and extends other CARES Act provisions. We continue to monitor new and updated legislation, however the provisions enacted have not had a material impact on our consolidated financial statements. As of December 31, 2021, the Company has a federal and state net operating loss carry forward of approximately $ 39,363,972 8,242,818 1,711,418 12,265,405 22,890,426 12,406,113 8,242,818 The timing and manner in which we can utilize our net operating loss carry forward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding the change in ownership of corporations. Such limitation may have an impact on the ultimate realization of our carry forwards and future tax deductions. Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize net operating losses if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. The Company has not conducted a formal ownership change analysis as required under Section 382; however, we intend to do so if we anticipate recognizing tax benefits associated with the net operating loss carryforwards. As of December 31, 2021, the Company determined it is more likely than not that it will not realize our temporary deductible differences and net operating loss carryforwards, and as such, has provided a full valuation allowance on our net deferred tax asset. During the years ended December 31, 2021 and 2020, the Company did not recognize any uncertain tax positions, interest or penalty expense related to income taxes. AgEagle files U.S. federal and state income tax returns, as required by law. The federal return generally has a three-year statute of limitations, and most states have a four-year statute of limitations; however, the taxing authorities can review the tax year in which the net operating loss was generated when the loss is utilized on a tax return. We currently do not have any open income tax audits. The Company is open to federal and state examination on the 2018 through 2020 income tax returns filed. For the years ended December 31, 2021 and 2020, a reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Amount Rate Amount Rate Computed tax at the expected statutory rate $ (6,337,648 ) 21.00 % $ (1,035,815 ) 21.00 % State and local income taxes, net of federal (249,537 ) 0.83 % (162,671 ) 3.30 % Permanent differences 1,821,323 ( 6.04 )% (430,179 ) 8.70 % Other adjustments 409,229 ( 1.36 )% ( 405,195 ) ( 8.20 )% Return to provision adjustment (11,518 ) ( 0.04 ) % 725,102 ( 14.70 )% Purchase accounting (1,298,228 ) 4.30 % — — % Foreign tax differential 123,393 ( 0.41 )% — — % Change in valuation allowance 5,542,986 ( 18.37 )% 498,367 ( 10.10 )% Income tax benefit $ — 0.00 % $ — 0.00 % As of December 31, 2021 and 2020, the temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets (liabilities): Schedule of Deferred Tax Assets and Liabilities 2021 2020 Property and equipment $ (75,342 ) $ 4,825 Other current liabilities 28,284 (4,601 ) Intangible assets (1,399,267 ) (31,678 ) Equity compensation 742,175 106,360 Other accrued expenses 237,508 352,072 Net operating loss carry forward 8,900,739 2,850,489 Tax credits 386,356 — Total deferred tax assets 8,820,453 3,277,467 Valuation allowance (8,820,453 ) (3,277,467 ) Net deferred tax assets $ — $ — |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 – Segment Information The Company conducts the business through the following three operating and reporting segments: Drones and Custom Manufacturing, Sensors and SaaS. The accounting policies of the operating segments are the same as those described in Note 2. Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right of use asset and other assets. As of December 31, 2021 and 2020 and for the years then ended operating information about the Company’s reportable segments consisted of the following: Schedule of consolidated results from reportable segments Corporate Drones and Custom Manufacturing Sensors SaaS Total Year ended December 31, 2021 Revenue $ — $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 Cost of sales — 1,474,368 3,303,286 727,055 5,504,709 Loss from operations (1) (11,976,556 ) (1,803,370 ) (1,266,599 ) (15,246,247 ) (30,292,772 ) Other income (expense), net 121,926 (16,007 ) 26,786 51,387 184,092 Net loss $ (11,854,630 ) $ (1,819,377 ) $ (1,239,813 ) $ (15,194,860 ) $ (30,108,680 ) Year ended December 31, 2020 Revenue $ — $ — $ — $ 1,285,383 $ 1,285,383 Cost of sales — — — 711,650 711,650 (Loss) Income Loss from operations (5,505,040 ) — — 573,733 (4,931,307 ) Other expense, net (1,143 ) — — — (1,143 ) Net loss $ (5,506,183 ) $ — $ — $ 573,733 $ (4,932,450 ) As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 27,548,066 $ 37,545,298 $ 104,683,041 As of December 31, 2020 Goodwill $ — $ — $ — $ 3,108,000 $ 3,108,000 Assets $ 25,042,296 $ — $ — $ 3,684,174 $ 28,726,470 (1) For the year ended December 31, 2021, segment revenue by geographic area consisted of the following: Schedule of geographical revenues Drones and Custom Manufacturing Sensors SaaS Total North America $ 527,292 $ 2,235,143 $ 538,367 $ 3,300,802 Europe, Middle East and Africa 1,074,413 2,587,399 — 3,661,812 Asia Pacific 257,021 1,224,719 — 1,481,740 Other — 746,466 570,132 1,316,598 $ 1,858,726 $ 6,793,727 $ 1,108,499 $ 9,760,952 For the year ended December 31, 2020, revenue by geographic area consisted of the following: Drones and Custom Manufacturing Sensors SaaS Total North America $ 1,218,735 $ — $ 66,648 $ 1,285,383 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events On March 31, 2022, the Company released $2,271,512 to the MicaSense Sellers in accordance with the MicaSense Purchase Agreement. (See Note 5) On January 19, 2022, in accordance with the senseFly S.A. Purchase Agreement, the Company issued to Parrot S.A.S. 1,927,407 restricted shares of Common Stock, having an aggregate value of $3,000,000. (See Note 5) On January 17, 2022, the Company and Mr. Torres Declet mutually agreed to Mr. Torres Declet’s resignation as Chief Executive Officer and as a director of the Company, effective immediately. Concurrent with Mr. Torres Declet’s resignation, the Company reappointed Mr. Mooney as its Chief Executive Officer (See Note 13). Mr. Mooney continues as the Company’s Chairman of the Board. Effective January 1, 2022, Ms. Fernandez-McGovern will receive an annual base salary of $300,000 per year, subject to annual performance reviews and revisions by and at the sole discretion of the Compensation Committee. In addition, and in accordance with the 2021 Executive Compensation Plan approved by the Compensation Committee, Ms. Fernandez-McGovern is entitled to receive an annual bonus comprised of up to 35% of her base salary in cash and 300,000 in RSUs, based upon her performance, as determined by certain metrics established by the Board and Ms. Fernandez-McGovern. In addition, Ms. Fernandez-McGovern will receive a cash retention bonus of $50,000 and is entitled to receive a quarterly grant of 25,000 stock options at the fair market value of the Company’s Common Stock on the grant date, vesting over two years, and exercisable for a period of five years. During the period from January 1, 2022, through March 18, 2022, the Company raised approximately $4,583,000 through ATM Offering. |
Balance Sheet Accounts (Policie
Balance Sheet Accounts (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., EnerJex Kansas, Inc., MicaSense, Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates - |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash and cash equivalents, accounts receivable, notes receivable and accounts payable, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loan owed under the Paycheck Protection Program Loan (“PPP Loan”) is carried at face value, which approximates fair value. As of December 31, 2021 and 2020, 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. (See Note 8) |
Cash Concentrations | Cash Concentrations 250,000 |
Trade Receivables and Credit Policy | Trade Receivables and Credit Policy – The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of trade 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. |
Inventories | Inventories – |
Business Combinations | Business Combinations Business Combinations, |
Intangible Assets | Intangible Assets - In accordance with ASC Topic 350-40, Software - Internal-Use Software Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC Topic 360-10-15, Impairment or Disposal of Long-Lived Assets Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses and terminal growth rates. For the year ended December 31, 2021, the Company determined the value of intangible assets was recoverable. As of December 31, 2021 and 2020, the Company reviewed the indicators for impairment and concluded that no |
Goodwill | Goodwill During the fourth quarter of 2021 and 2020, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and other , |
Revenue Recognition and Concentration | Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive loss, net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. 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 Company’s software subscriptions to its platforms, FarmLens, Atlas Ground Control Revenue concentration information for customers comprising more than 10% of the Company’s total net revenues is summarized below: Sales concentration information Percent of Net Sales for Year Ended December 31, Customers 2021 2020 Customer A — % 93.7 % As of December 31, 2021 and 2020, there were no |
Provision for Warranty Expense | Provision for Warranty Expense |
Shipping Costs | Shipping Costs – 296,100 6,122 |
Advertising Costs | Advertising Costs 262,586 45,567 |
Research and Development | Research and Development 4,082,799 29,392 |
Vendor Concentrations | Vendor Concentrations |
Defined Benefit Plan | Defined Benefit Plan |
Loss Per Common Share | Loss Per Common Share – |
Potentially Dilutive Securities | Potentially Dilutive Securities – 821,405 2,541,667 no 2,516,778 2,255,267 |
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. |
Segment Reporting | Segment Reporting Segment Reporting The Company has determined that operates and reports in three segments: ● Drones and Custom Manufacturing, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. |
Contingencies | Contingencies |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General Pending In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2017, the FASB issued Accounting Standards Update 2017-04 Intangibles - Goodwill and other In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) 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. |
Impact of COVID-19 Pandemic | Impact of COVID-19 Pandemic In December 2019, a novel coronavirus disease (“COVID-19”) was reported. On January 30, 2020, the World Health Organization (“WHO”) declared COVID-19 a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The outbreak of the novel coronavirus (COVID-19) has evolved into a global pandemic. The coronavirus has spread to many regions of the world, including the United States. The extent to which COVID-19 impacts our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and the actions to contain the coronavirus or treat its impact, among others. The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought on by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruptions of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our Common Stock. In addition, as a result of the pandemic, our ability to access components and parts needed in order to manufacture the Company’s proprietary drones and sensors, and to perform quality testing have been impacted. If either we or any third-parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted by restrictions resulting from the coronavirus pandemic, our supply chain may be further disrupted, limiting our ability to manufacture and assemble products. The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the global economy as a whole. However, these effects could have a material impact on our operations. We will continue to monitor the situation closely. Note3 - Balance Sheet Accounts Inventories, Net As of December 31, 2021 and 2020, inventories, net consist of the following: Schedule Of Inventories December 31, 2021 2020 Raw materials $ 2,862,293 $ 88,091 Work-in process 40,113 50,447 Finished goods 833,785 — Consignment inventory 607,716 7,109 Gross inventories 4,343,907 145,647 Less: Provision for obsolescence (305,399 ) (10,000 ) Inventories, net $ 4,038,508 $ 135,647 Property and Equipment, Net As of December 31, 2021 and 2020, property and equipment, net consist of the following: Schedule Of Property and Equipment Estimated Useful Life December 31, Type (Years) 2021 2020 Leasehold improvements 3 $ 81,993 $ 22,265 Equipment and vehicles 5 132,831 100,532 Computer and office equipment 3 5 559,110 23,369 Furniture 5 77,971 54,798 Drone equipment 3 95,393 32,138 Production fixtures 5 163,580 — Tooling 4 121,368 — 1,232,246 232,102 Less accumulated depreciation (280,118 ) (110,513 ) Total Property and equipment, net $ 952,128 $ 122,589 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 184,660 20,716 55,613 0 15,055 13,185 3,712 594 Accrued Expenses As of December 31, 2021 and 2020, accrued expenses consist of the following as of: Schedule Of Accounts Payable And Accrued Liabilities December 31, 2021 2020 Accrued compensation and related liabilities $ 1,039,979 $ 80,091 Provision for warranty expense 286,115 15,593 Accrued professional fees 267,949 85,633 Accrued settlement liability — 1,500,000 Other 307,598 163,508 Total accrued expenses $ 1,901,641 $ 1,844,825 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Sales concentration information | Sales concentration information Percent of Net Sales for Year Ended December 31, Customers 2021 2020 Customer A — % 93.7 % |
Schedule Of Inventories | Schedule Of Inventories December 31, 2021 2020 Raw materials $ 2,862,293 $ 88,091 Work-in process 40,113 50,447 Finished goods 833,785 — Consignment inventory 607,716 7,109 Gross inventories 4,343,907 145,647 Less: Provision for obsolescence (305,399 ) (10,000 ) Inventories, net $ 4,038,508 $ 135,647 |
Schedule Of Property and Equipment | Schedule Of Property and Equipment Estimated Useful Life December 31, Type (Years) 2021 2020 Leasehold improvements 3 $ 81,993 $ 22,265 Equipment and vehicles 5 132,831 100,532 Computer and office equipment 3 5 559,110 23,369 Furniture 5 77,971 54,798 Drone equipment 3 95,393 32,138 Production fixtures 5 163,580 — Tooling 4 121,368 — 1,232,246 232,102 Less accumulated depreciation (280,118 ) (110,513 ) Total Property and equipment, net $ 952,128 $ 122,589 |
Schedule Of Accounts Payable And Accrued Liabilities | Schedule Of Accounts Payable And Accrued Liabilities December 31, 2021 2020 Accrued compensation and related liabilities $ 1,039,979 $ 80,091 Provision for warranty expense 286,115 15,593 Accrued professional fees 267,949 85,633 Accrued settlement liability — 1,500,000 Other 307,598 163,508 Total accrued expenses $ 1,901,641 $ 1,844,825 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 2,050,939 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 |
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 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Calculation of Goodwill: Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 |
[custom:ScheduleOfLiabilitiesRelatedToBusinessAcquisitionAgreementsTableTextBlock] | Liabilities Related To Business Acquisition Agreements December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 4,821,512 Holdback related to Measure Acquisition 5,625,000 Holdback related to sensefly Acquisition Agreement 8,489,989 Total acquisition agreement related liabilities 18,936,501 Less: Current portion business acquisition agreement-related liabilities (10,061,501 ) Long-term portion of business acquisition agreement-related liabilities $ 8,875,000 |
scheduled Of future maturities business-acquisition | scheduled Of future maturities business-acquisition Year ending December 31, 2023 $ 8,875,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | Business Acquisition Pro Forma Information For the Year Ended December 31, (Unaudited) 2021 2020 Revenues $ 19,564,651 $ 20,146,276 Net loss $ (36,395,212 ) $ (14,994,871 ) |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Name Estimated Life (Years) Balance as of January 1, 2021 Additions Accumulated Amortization Impairment Balance as of December 31, 2021 Intellectual property/technology 5 $ 231,146 $ 5,671,026 $ (474,878 ) $ — $ 5,427,294 Customer base 5 38,400 4,411,499 (402,580 ) — 4,047,319 Tradenames and trademarks 5 31,040 2,082,338 (128,142 ) — 1,985,236 Non-compete agreement 4 67,042 901,198 (136,739 ) — 831,501 Platform development costs 3 72,899 1,097,808 (174,827 ) — 995,880 Internal use software 3 — 278,264 — — 278,264 Total $ 440,527 $ 14,442,133 $ (1,317,166 ) $ — $ 13,565,494 As of December 31, 2020, intangible assets, net other than goodwill, consist of the following: Name Estimated Life (Years) Balance as of January 1, 2020 Additions Accumulated Amortization Impairment Balance as of December 31, 2020 Intellectual property/technology 5 $ 317,826 $ — $ (86,680 ) $ — $ 231,146 Customer base 5 52,800 — (14,400 ) — 38,400 Tradenames and trademarks 5 42,680 — (11,640 ) — 31,040 Non-compete agreement 4 107,267 — (40,225 ) — 67,042 Platform development costs 3 — 72,899 — — 72,899 Total $ 520,573 $ 72,899 $ (152,945 ) $ — $ 440,527 |
Future amortization | Future amortization December 31, 2022 2023 2024 2025 2026 Thereafter Total Intellectual property/ $ 890,955 $ 867,559 $ 809,773 $ 809,773 $ 809,773 $ 1,239,462 $ 5,427,294 Customer base 1,149,406 1,148,134 891,150 141,145 141,145 576,340 4,047,319 Tradenames and trademarks 218,243 215,856 208,096 208,096 208,096 926,848 1,985,236 Non-compete agreement 474,237 357,264 — — — — 831,501 Platform development costs 390,235 390,235 215,408 — — — 995,880 Internal use software 69,566 92,755 92,755 23,189 — — 278,264 Total $ 3,192,642 $ 3,071,803 $ 2,217,182 $ 1,182,203 $ 1,159,014 $ 2,742,650 $ 13,565,494 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Goodwill | Schedule Of Goodwill Drones and Custom Manufacturing Sensors SaaS Total Balance as of December 31, 2020 $ — $ — $ 3,108,000 $ 3,108,000 Acquisitions 18,972,896 12,655,577 42,488,730 74,117,203 Impairment — — (12,357,921 ) (12,357,921 ) Balance as of December 31, 2021 $ 18,972,896 $ 12,655,577 $ 33,238,809 $ 64,867,282 |
COVID Loans (Tables)
COVID Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Covid Loans | |
Schedule of debt disclosure | Schedule of debt disclosure Year ending December 31, 2022 $ 451,889 2023 451,889 2024 89,033 2025 89,033 2026 89,033 Thereafter 89,033 Total $ 1,259,910 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |
Schedule of restricted stock unit activity | Schedule of restricted stock unit activity Shares Weighted Average Grant Date Fair Value Non-vested as of December 31, 2020 100,000 $ 1.34 Granted 1,392,402 $ 3.99 Canceled (91,667 ) $ 5.40 Released (253,485 ) $ 3.39 Vested (325,845 ) $ 5.34 Non-vested as of December 31, 2021 821,405 $ 3.16 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2021 Dividend yield — % Expected life (years) 5.91 Expected volatility 83.10 % Risk-free interest rate 1.42 % |
Summary of Stock Options | Summary of Stock Options Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 2,255,267 $ 1.46 $ 0.82 5.31 $ 10,247,548 Granted 1,049,500 $ 5.31 $ 2.85 3.01 $ — Exercised (513,500 ) $ 0.24 $ 0.15 — $ 675,363 Expired/Forfeited (249,600 ) $ 5.50 $ 2.96 — $ 7,277 Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Exercisable as of December 31, 2021 1,548,083 $ 1.97 $ 1.10 4.14 $ 1,178,340 |
Equity Option [Member] | |
Offsetting Assets [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2020 Dividend yield — % Expected life (years) 3.8 Expected volatility 87.11 % Risk-free interest rate 0.19 % |
Summary of Stock Options | Summary of Stock Options Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 2,480,470 $ 0.39 $ 0.27 6.28 $ 378,111 Granted 876,167 $ 3.27 $ 1.80 4.71 $ 2,392,368 Exercised (881,898 ) $ 0.19 $ 0.16 — $ 4,141,581 Expired/Forfeited (219,472 ) $ 1.63 $ 1.04 — $ 927,616 Outstanding as of December 31, 2020 2,255,267 $ 1.46 $ 0.82 5.31 $ 10,247,548 Exercisable at period end 1,097,268 $ 0.38 $ 0.24 5.58 $ 6,164,209 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule Of Net Benefit Costs | Schedule Of Net Benefit Costs 2021 Service cost $ 87,368 Interest cost 3,236 Expected return on plan assets (19,415 ) Net periodic pension benefit cost $ 71,189 |
Schedule Of Costs Of Retirement Plans | Schedule Of Costs Of Retirement Plans 2021 PBO, beginning of period $ 3,999,708 Service cost 87,368 Interest cost 3,236 Plan participation contributions 52,852 Actuarial gains 92,761 Benefits paid through plan assets (9,708 ) Plan amendments related to statutory changes (16,179 ) Foreign currency exchange rate changes (254 ) PBO, end of period 4,209,784 Component representing future salary increases (19,450 ) Accumulated benefit obligation (“ABO”), end of period $ 4,190,334 |
Schedule Of Changes In Fair Value Of Plan Assets | Schedule Of Changes In Fair Value Of Plan Assets 2021 Fair value of plan assets, beginning of period $ 3,720,885 Expected return on plan assets 19,415 Gain on plan assets 8,629 Employer contributions 86,289 Plan participant contributions 52,852 Benefits paid through plan assets (9,707 ) Foreign currency exchange rate changes (305 ) Fair value of plan assets, end of period $ 3,878,058 |
Defined Benefit Plan Plan Assets Categories | Defined Benefit Plan Plan Assets Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 364,142 $ — $ — $ 364,142 Equity securities 1,199,399 — — 1,199,399 Bonds 1,354,997 — — 1,354,997 Real estate — 599,700 — 599,700 Alternative investments — 359,820 — 359,820 Total fair value of plan assets $ 2,918,538 $ 959,520 $ — $ 3,878,058 |
Schedule Of Unfunded Defined Benefit Plan Assets | Schedule Of Unfunded Defined Benefit Plan Assets 2021 Fair value of plan assets $ 3,878,058 Less: PBO (4,209,784 ) Underfunded status, end of period $ (331,726 ) |
Schedule Of Accumulated Benefit Obligations In Excess Of Fair Value Of Plan Assets | Schedule Of Accumulated Benefit Obligations In Excess Of Fair Value Of Plan Assets 2021 Net prior service cost $ 16,208 Net loss (84,111 ) Deferred tax — Accumulated other comprehensive loss, net of tax $ (67,903 ) |
Schedule Of Assumptions Defined Benefit Plan | Schedule Of Assumptions Defined Benefit Plan Benefit obligations: Discount rate 0.30 Estimated rate of compensation increase 1.00 Periodic costs: Discount rate 0.30 % Estimated rate of compensation increase 1.00 Expected average rate of return on plan assets 2.66 |
Schedule Of Expected Benefit Payments | Schedule Of Expected Benefit Payments Year ending December 31: Expected Plan Benefit Payments 2022 $ 430,055 2023 414,927 2024 394,397 2025 372,786 2026 352,256 2027-2031 1,483,581 Total expected benefit payments by the plan $ 3,448,002 |
Warrants to Purchase Common S_2
Warrants to Purchase Common Stock (Tables) | 12 Months Ended |
Dec. 31, 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 as of December 31, 2019 4,531,924 $ 0.72 4.05 Issued 4,972,254 2.34 0.92 Exercised (6,987,400 ) 0.79 — Outstanding as of December 31, 2020 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) $ 3.30 — Outstanding as of December 31, 2021 — $ — — Exercisable as of December 31, 2021 — $ — — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Lease | Schedule of Future Minimum Rental Payments for Operating Lease December 31, Balance Sheet Location 2021 2020 Right of use asset Right of use asset $ 2,019,745 $ 257,363 Current portion of operating lease liability Current portion of operating lease liability $ 1,235,977 85,895 Long-term portion of operating lease liability Long-term portion of operating lease liability $ 942,404 $ 171,468 |
Schedule of operating lease liabilities | Schedule of operating lease liabilities Year Ending December 31, 2022 $ 1,329,432 2023 540,566 2024 221,370 2025 227,443 2026 18,954 Total future minimum lease payments, undiscounted 2,337,765 Less: Amount representing interest (159,381 ) Present value of future minimum lease payments $ 2,178,384 Present value of future minimum lease payments – current $ 1,235,977 Present value of future minimum lease payments – long-term $ 942,404 |
Weighted average lease-term and discount rate leases | Weighted average lease-term and discount rate leases Year ended December 31, Other Information 2021 2020 Weighted-average remaining lease terms (in years) 2.3 2.8 Weighted-average discount rate 6.0 % 6.0 % |
Schedule Of Cash Flow Supplemental Information | Schedule Of Cash Flow Supplemental Information Year ended December 31, Other Information 2021 2020 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 532,892 $ 16,500 Lease liabilities related to the acquisition of right of use assets: Operating leases $ 2,196,370 $ 271,186 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Amount Rate Amount Rate Computed tax at the expected statutory rate $ (6,337,648 ) 21.00 % $ (1,035,815 ) 21.00 % State and local income taxes, net of federal (249,537 ) 0.83 % (162,671 ) 3.30 % Permanent differences 1,821,323 ( 6.04 )% (430,179 ) 8.70 % Other adjustments 409,229 ( 1.36 )% ( 405,195 ) ( 8.20 )% Return to provision adjustment (11,518 ) ( 0.04 ) % 725,102 ( 14.70 )% Purchase accounting (1,298,228 ) 4.30 % — — % Foreign tax differential 123,393 ( 0.41 )% — — % Change in valuation allowance 5,542,986 ( 18.37 )% 498,367 ( 10.10 )% Income tax benefit $ — 0.00 % $ — 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2021 2020 Property and equipment $ (75,342 ) $ 4,825 Other current liabilities 28,284 (4,601 ) Intangible assets (1,399,267 ) (31,678 ) Equity compensation 742,175 106,360 Other accrued expenses 237,508 352,072 Net operating loss carry forward 8,900,739 2,850,489 Tax credits 386,356 — Total deferred tax assets 8,820,453 3,277,467 Valuation allowance (8,820,453 ) (3,277,467 ) Net deferred tax assets $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of consolidated results from reportable segments | Schedule of consolidated results from reportable segments Corporate Drones and Custom Manufacturing Sensors SaaS Total Year ended December 31, 2021 Revenue $ — $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 Cost of sales — 1,474,368 3,303,286 727,055 5,504,709 Loss from operations (1) (11,976,556 ) (1,803,370 ) (1,266,599 ) (15,246,247 ) (30,292,772 ) Other income (expense), net 121,926 (16,007 ) 26,786 51,387 184,092 Net loss $ (11,854,630 ) $ (1,819,377 ) $ (1,239,813 ) $ (15,194,860 ) $ (30,108,680 ) Year ended December 31, 2020 Revenue $ — $ — $ — $ 1,285,383 $ 1,285,383 Cost of sales — — — 711,650 711,650 (Loss) Income Loss from operations (5,505,040 ) — — 573,733 (4,931,307 ) Other expense, net (1,143 ) — — — (1,143 ) Net loss $ (5,506,183 ) $ — $ — $ 573,733 $ (4,932,450 ) As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 27,548,066 $ 37,545,298 $ 104,683,041 As of December 31, 2020 Goodwill $ — $ — $ — $ 3,108,000 $ 3,108,000 Assets $ 25,042,296 $ — $ — $ 3,684,174 $ 28,726,470 (1) |
Schedule of geographical revenues | Schedule of geographical revenues Drones and Custom Manufacturing Sensors SaaS Total North America $ 527,292 $ 2,235,143 $ 538,367 $ 3,300,802 Europe, Middle East and Africa 1,074,413 2,587,399 — 3,661,812 Asia Pacific 257,021 1,224,719 — 1,481,740 Other — 746,466 570,132 1,316,598 $ 1,858,726 $ 6,793,727 $ 1,108,499 $ 9,760,952 For the year ended December 31, 2020, revenue by geographic area consisted of the following: Drones and Custom Manufacturing Sensors SaaS Total North America $ 1,218,735 $ — $ 66,648 $ 1,285,383 |
Summary of Accounting Policies
Summary of Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
[custom:ShippingCosts] | $ 296,100 | $ 6,122 |
Advertising Expense | 262,586 | 45,567 |
Research and Development Expense | $ 4,082,799 | $ 29,392 |
Option [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,541,667 | 2,255,267 |
Warrant [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,516,778 | |
Unvested Restricted Stock [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 821,405 | |
Revenue Benchmark [Member] | Customer A | ||
Product Information [Line Items] | ||
Concentration percentage | 93.70% |
BalanceSheets (Details-1)
BalanceSheets (Details-1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw materials | $ 2,862,293 | $ 88,091 |
Work-in process | 40,113 | 50,447 |
Finished goods | 833,785 | |
Consignment inventory | 607,716 | 7,109 |
Gross inventories | 4,343,907 | 145,647 |
Less: Provision for obsolescence | (305,399) | (10,000) |
Inventories, net | $ 4,038,508 | $ 135,647 |
Balance sheet (Details-2)
Balance sheet (Details-2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 81,993 | $ 22,265 |
Equipment and vehicles | 132,831 | 100,532 |
Computer and office equipment | 559,110 | 23,369 |
Office furniture | 77,971 | 54,798 |
Drone equipment | 95,393 | 32,138 |
Production fixtures | 163,580 | |
Tooling | 121,368 | |
Total | 1,232,246 | 232,102 |
Less accumulated depreciation | (280,118) | (110,513) |
Property and equipment, net | $ 952,128 | $ 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 | |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 4 years |
Balance sheet (Details-3)
Balance sheet (Details-3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued compensation and related liabilities | $ 1,039,979 | $ 80,091 |
Provision for warranty expense | 286,115 | 15,593 |
Accrued professional fees | 267,949 | 85,633 |
Accrued settlement liability | 1,500,000 | |
Other | 307,598 | 163,508 |
Total accrued expenses | $ 1,901,641 | $ 1,844,825 |
Balance Sheet Accounts (Details
Balance Sheet Accounts (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
FDIC limit | $ 250,000 | |
Impairment of finite-lived intangible assets | 0 | $ 0 |
Accounts Receivable, after Allowance for Credit Loss | 0 | |
Depreciation, Depletion and Amortization, Nonproduction | 184,660 | 20,716 |
Depreciation, Depletion and Amortization | 55,613 | 0 |
Property, Plant and Equipment, Disposals | 15,055 | 13,185 |
Other Income | $ 3,712 | $ 594 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | Dec. 31, 2021 | Jan. 27, 2021 | Dec. 31, 2020 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,867,282 | $ 3,108,000 | |
Mica Sense Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Net purchase price, including debt paid at close | $ 23,375,681 | ||
Plus: fair value of liabilities assumed: | |||
Current liabilities | 702,925 | ||
Fair value of liabilities assumed | 702,925 | ||
Less: fair value of assets acquired: | |||
Cash | 885,273 | ||
Other tangible assets | 2,050,939 | ||
Identifiable intangible assets | 3,061,803 | ||
Fair value of assets acquired | 5,112,742 | ||
Net nonoperating assets | 25,000 | ||
Adjustments for seller transaction expenses related to purchase price allocation | 32,032 | ||
Goodwill | $ 18,972,896 |
Business Acquisitions (Details
Business Acquisitions (Details 1) - USD ($) | Dec. 31, 2021 | Apr. 19, 2021 | Dec. 31, 2020 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,867,282 | $ 3,108,000 | |
Measure Acquisition [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 | ||
Other tangible liabilities | 272,927 | ||
Fair value of liabilities assumed | 592,349 | ||
Less: fair value of assets acquired: | |||
Cash | 486,544 | ||
Other tangible assets | 312,005 | ||
Identifiable intangibles | 2,668,689 | ||
Fair value of assets acquired | 3,467,238 | ||
Net nonoperating assets | 39,775 | ||
Goodwill | $ 42,488,730 |
Business Acquisitions (Detail_2
Business Acquisitions (Details 2) - Sense Fly [Member] | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Net purchase price, including debt paid at close | $ 20,774,526 |
Current liabilities | 3,913,386 |
Defined benefit plan obligation | 278,823 |
Debt assumed at close | 2,461,721 |
Fair value of liabilities assumed | 6,653,930 |
Cash | 859,044 |
Other tangible assets | 6,327,641 |
Identifiable intangible assets | 7,335,570 |
Fair value of assets acquired | 14,522,255 |
Net nonoperating assets | 250,624 |
Goodwill | $ 12,655,577 |
Business Acquisitions (Detail_3
Business Acquisitions (Details 3) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Total acquisition agreement related liabilities | $ 18,936,501 |
Less: Current portion business acquisition agreement-related liabilities | (10,061,501) |
Long-term portion of business acquisition agreement-related liabilities | 8,875,000 |
Mica Sense [Member] | |
Business Acquisition [Line Items] | |
Total acquisition agreement related liabilities | 4,821,512 |
Measures [Member] | |
Business Acquisition [Line Items] | |
Total acquisition agreement related liabilities | 5,625,000 |
Sense Fly [Member] | |
Business Acquisition [Line Items] | |
Total acquisition agreement related liabilities | $ 8,489,989 |
Business Acquisitions (Details-
Business Acquisitions (Details-4) | Dec. 31, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Business-acquisition related liabilities | $ 8,875,000 |
Business Acquisitions (Detail_4
Business Acquisitions (Details-5) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 19,564,651 | $ 20,146,276 |
Net loss | $ (36,395,212) | $ (14,994,871) |
Business Acquisitions (Detail_5
Business Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Transaction Costs | $ 636,673 | $ 18,327 |
Revenues | 9,760,952 | 1,285,383 |
Net Income (Loss) Attributable to Parent | (30,108,680) | $ (4,932,450) |
Mica Sense [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 6,793,727 | |
Net Income (Loss) Attributable to Parent | 1,266,599 | |
Measures [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 414,388 | |
Net Income (Loss) Attributable to Parent | 2,257,257 | |
Sense Fly [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 2,428,858 | |
Net Income (Loss) Attributable to Parent | $ 1,803,369 |
Intangible Net (Details)
Intangible Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Cost | $ 440,527 | $ 520,573 |
Additions | 14,442,133 | 72,899 |
Amortization | (1,317,166) | (152,945) |
Impairment | ||
Net Book Value | $ 13,565,494 | $ 440,527 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | 5 years |
Gross Cost | $ 231,146 | $ 317,826 |
Additions | 5,671,026 | |
Amortization | (474,878) | (86,680) |
Impairment | ||
Net Book Value | $ 5,427,294 | $ 231,146 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | 5 years |
Gross Cost | $ 38,400 | $ 52,800 |
Additions | 4,411,499 | |
Amortization | (402,580) | (14,400) |
Impairment | ||
Net Book Value | $ 4,047,319 | $ 38,400 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | 5 years |
Gross Cost | $ 31,040 | $ 42,680 |
Additions | 2,082,338 | |
Amortization | (128,142) | (11,640) |
Impairment | ||
Net Book Value | $ 1,985,236 | $ 31,040 |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 4 years | 4 years |
Gross Cost | $ 67,042 | $ 107,267 |
Additions | 901,198 | |
Amortization | (136,739) | (40,225) |
Impairment | ||
Net Book Value | $ 831,501 | $ 67,042 |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | 3 years |
Gross Cost | $ 72,899 | |
Additions | 1,097,808 | 72,899 |
Amortization | (174,827) | |
Impairment | ||
Net Book Value | $ 995,880 | $ 72,899 |
Internal Use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Gross Cost | ||
Additions | 278,264 | |
Amortization | ||
Impairment | ||
Net Book Value | $ 278,264 |
Future amortization (Details)
Future amortization (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 3,192,642 | |
2023 | 3,071,803 | |
2024 | 2,217,182 | |
2025 | 1,182,203 | |
2026 | 1,159,014 | |
Thereafter | 2,742,650 | |
Total | 13,565,494 | $ 440,527 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 890,955 | |
2023 | 867,559 | |
2024 | 809,773 | |
2025 | 809,773 | |
2026 | 809,773 | |
Thereafter | 1,239,462 | |
Total | 5,427,294 | 231,146 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 1,149,406 | |
2023 | 1,148,134 | |
2024 | 891,150 | |
2025 | 141,145 | |
2026 | 141,145 | |
Thereafter | 576,340 | |
Total | 4,047,319 | 38,400 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 218,243 | |
2023 | 215,856 | |
2024 | 208,096 | |
2025 | 208,096 | |
2026 | 208,096 | |
Thereafter | 926,848 | |
Total | 1,985,236 | 31,040 |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 474,237 | |
2023 | 357,264 | |
2024 | ||
2025 | ||
2026 | ||
Thereafter | ||
Total | 831,501 | 67,042 |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 390,235 | |
2023 | 390,235 | |
2024 | 215,408 | |
2025 | ||
2026 | ||
Thereafter | ||
Total | 995,880 | $ 72,899 |
Internal Use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 69,566 | |
2023 | 92,755 | |
2024 | 92,755 | |
2025 | 23,189 | |
2026 | ||
Thereafter | ||
Total | $ 278,264 |
Intangibles, Net (Details Narra
Intangibles, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average remaining amortization period | 5 years 7 months 6 days | |
Amortization expense | $ 1,317,166 | $ 152,945 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, beginning balance | $ 3,108,000 | |
Acquisitions | 74,117,203 | |
Impairment | (12,357,921) | |
Goowill, ending balance | 64,867,282 | 3,108,000 |
Drones And Custom Manufacturing [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, beginning balance | ||
Acquisitions | 18,972,896 | |
Impairment | ||
Goowill, ending balance | 18,972,896 | |
Sensors [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, beginning balance | ||
Acquisitions | 12,655,577 | |
Impairment | ||
Goowill, ending balance | 12,655,577 | |
Saa S [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, beginning balance | 3,108,000 | |
Acquisitions | 42,488,730 | |
Impairment | (12,357,921) | |
Goowill, ending balance | $ 33,238,809 | $ 3,108,000 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Impairment Loss | $ 12,357,921 |
COVID Loan (Details)
COVID Loan (Details) | Dec. 31, 2021USD ($) |
Covid Loans | |
2022 | $ 451,889 |
2023 | 451,889 |
2024 | 89,033 |
2025 | 89,033 |
2026 | 89,033 |
Thereafter | 89,033 |
Total | $ 1,259,910 |
COVID Loans (Details Narrative)
COVID Loans (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Covid Loans | |
Gain (Loss) on Extinguishment of Debt | $ 108,532 |
Debt Instrument, Face Amount | 356,000 |
Long-term Debt | $ 1,259,910 |
Equity (Details)
Equity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Non Vested, Beginnig | shares | 100,000 |
Non-vested, beginning balance | $ / shares | $ 1.34 |
Granted | shares | 1,392,402 |
Weighted Average Grant Date Fair Value Granted | $ / shares | $ 3.99 |
Canceled | shares | (91,667) |
Weighted Average Grant Date Fair Value Canceled | $ / shares | $ 5.40 |
Released | shares | (253,485) |
Weighted Average Grant Date Fair Value Released | $ / shares | $ 3.39 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares | (325,845) |
Weighted Average Grant Date Fair Value Vested | $ / shares | $ 5.34 |
Non Vested, Ending | shares | 821,405 |
Non-vested, ending balance | $ / shares | $ 3.16 |
Equity (Details 1)
Equity (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 5 years 10 months 28 days | 3 years 9 months 18 days |
Expected volatility | 83.10% | 87.11% |
Risk-free interest rate | 1.42% | 0.19% |
Equity (Details 2)
Equity (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Options Outstanding, Beginning Balance | 2,255,267 | 2,480,470 | |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 1.46 | $ 0.39 | |
Weighted Average Fair Value, Beginning Balance | 0.82 | 0.27 | |
Weighted Average Remaining Contractual Term Outstanding | 5 years 3 months 21 days | 6 years 3 months 10 days | |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 10,247,548 | $ 378,111 | |
Options Granted | 1,049,500 | 876,167 | |
Weighted Avg. Exercise Price Granted | $ 5.31 | $ 3.27 | |
Weighted Average Fair Value, Granted | 2.85 | 1.80 | |
Weighted Average Remaining Contractual Term Granted | 3 years 3 days | 4 years 8 months 15 days | |
Aggregate Intrinsic Value Granted | $ 2,392,368 | ||
Options Exercised | (513,500) | (881,898) | |
Weighted Avg. Exercise price Excercised | $ 0.24 | $ 0.19 | |
Weighted Average Fair Value, Exercised | 0.15 | 0.16 | |
Aggregate Intrinsic Value Exercised | $ 675,363 | $ 4,141,581 | |
Options Expired/Forfeited | (249,600) | (219,472) | |
Weighted Avg. Exercise Price Expired/Forfeited | $ 5.50 | $ 1.63 | |
Weighted Average Fair Value, Expired/Forfeited | 2.96 | 1.04 | |
Aggregate Intrinsic Value Expired/Forfeited | $ 7,277 | $ 927,616 | |
Options Outstanding, Ending Balance | 2,541,667 | 2,255,267 | 2,480,470 |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 2.88 | $ 1.46 | $ 0.39 |
Weighted Average Fair Value, Ending Balance | 1.57 | 0.82 | 0.27 |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 3 months 7 days | 5 years 3 months 21 days | |
Aggregate Intrinsic Value Outstanding, at end | $ 1,244,029 | $ 10,247,548 | $ 378,111 |
Options Exercisable at end | 1,548,083 | 1,097,268 | |
Weighted Avg. Exercise Price Exercisable at end | $ 1.97 | $ 0.38 | |
Weighted Average Fair Value, Exercisable | 1.10 | 0.24 | |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 1 month 20 days | 5 years 6 months 29 days | |
Aggregate Intrinsic Value Exercisable at end | $ 1,178,340 | $ 6,164,209 |
Equity (Details 3)
Equity (Details 3) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 5 years 10 months 28 days | 3 years 9 months 18 days |
Expected volatility | 83.10% | 87.11% |
Risk-free interest rate | 1.42% | 0.19% |
Equity (Details 4)
Equity (Details 4) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Options Outstanding, Beginning Balance | 2,255,267 | 2,480,470 | |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 1.46 | $ 0.39 | |
Weighted Average Fair Value, Beginning Balance | 0.82 | 0.27 | |
Weighted Average Remaining Contractual Term Outstanding | 5 years 3 months 21 days | 6 years 3 months 10 days | |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 10,247,548 | $ 378,111 | |
Options Granted | 1,049,500 | 876,167 | |
Weighted Avg. Exercise Price Granted | $ 5.31 | $ 3.27 | |
Weighted Average Fair Value, Granted | 2.85 | 1.80 | |
Weighted Average Remaining Contractual Term Granted | 3 years 3 days | 4 years 8 months 15 days | |
Aggregate Intrinsic Value Granted | $ 2,392,368 | ||
Options Exercised | (513,500) | (881,898) | |
Weighted Avg. Exercise price Excercised | $ 0.24 | $ 0.19 | |
Weighted Average Fair Value, Exercised | 0.15 | 0.16 | |
Aggregate Intrinsic Value Exercised | $ 675,363 | $ 4,141,581 | |
Options Expired/Forfeited | (249,600) | (219,472) | |
Weighted Avg. Exercise Price Expired/Forfeited | $ 5.50 | $ 1.63 | |
Weighted Average Fair Value, Expired/Forfeited | 2.96 | 1.04 | |
Aggregate Intrinsic Value Expired/Forfeited | $ 7,277 | $ 927,616 | |
Options Outstanding, Ending Balance | 2,541,667 | 2,255,267 | 2,480,470 |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 2.88 | $ 1.46 | $ 0.39 |
Weighted Average Fair Value, Ending Balance | 1.57 | 0.82 | 0.27 |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 3 months 7 days | 5 years 3 months 21 days | |
Aggregate Intrinsic Value Outstanding, at end | $ 1,244,029 | $ 10,247,548 | $ 378,111 |
Options Exercisable at end | 1,548,083 | 1,097,268 | |
Weighted Avg. Exercise Price Exercisable at end | $ 1.97 | $ 0.38 | |
Weighted Average Fair Value, Exercisable | 1.10 | 0.24 | |
Weighted Average Remaining Contractual Term Exercisable at end | 4 years 1 month 20 days | 5 years 6 months 29 days | |
Aggregate Intrinsic Value Exercisable at end | $ 1,178,340 | $ 6,164,209 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
[custom:ContingentLoss] | $ 1,500,000 | |
Net Asset Value Per Share | $ 6 | |
Aggregate fair value | $ 5,555,503 | |
Stock-based compensation expense | $ 2,138,000 | |
[custom:NonexecutiveEmployeesDescription] | During the fourth quarter of 2021, the Board approved a grant of 611,000 RSUs to non-executive employees of the Company. The Company determined the fair market value of these RSUs to be $1,761,340 based on the market price of the Company’s Common Stock at the respective grant dates. For the year ended December 31, 2021, the Company recognized | |
[custom:UnrecognizedStockbasedCompensation] | $ 1,657,221 | |
Fair market values | 764,034 | $ 221,982 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 144,725 | |
Options Issuances [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 629,999 | |
[custom:IssuedOptionsToPurchase] | 469,500 | |
Options Issuances [Member] | Directors And Officers [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 286,312 | |
[custom:IssuedOptionsToPurchase] | 580,000 | |
Options Issuances One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,593,371 | |
[custom:IssuedOptionsToPurchase] | 85,163 | 247,180 |
Fair market value | 257,932 | 212,340 |
Options Issuances One [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred Compensation Arrangement with Individual, Exercise Price | $ 0.06 | |
Options Issuances One [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred Compensation Arrangement with Individual, Exercise Price | $ 3.18 |
Retirement Plans (Details)
Retirement Plans (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Service cost | $ 87,368 |
Interest cost | 3,236 |
Expected return on plan assets | (19,415) |
Net periodic pension benefit cost | $ 71,189 |
Retirement Plans (Details-1)
Retirement Plans (Details-1) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
PBO, beginning of period | $ 3,999,708 |
Service cost | 87,368 |
Interest cost | 3,236 |
Plan participation contributions | 52,852 |
Actuarial gains | 92,761 |
Benefits paid through plan assets | 9,708 |
Plan amendments related to statutory changes | (16,179) |
Foreign currency exchange rate changes | 254 |
PBO, end of period | 4,209,784 |
Component representing future salary increases | (19,450) |
Accumulated benefit obligation (“ABO”), end of period | $ 4,190,334 |
Retirement Plans (Details-2)
Retirement Plans (Details-2) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Fair value of plan assets, beginning of period | $ 3,720,885 |
Expected return on plan assets | 19,415 |
Gain on plan assets | 8,629 |
Employer contributions | 86,289 |
Plan participant contributions | 52,852 |
Benefits paid through plan assets | (9,707) |
Foreign currency exchange rate changes | (305) |
Fair value of plan assets, end of period | $ 3,878,058 |
Retirement Plans (Details-3)
Retirement Plans (Details-3) | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Cash and equivalents | $ 364,142 |
Equity securities | 1,199,399 |
Bonds | 1,354,997 |
Real estate | 599,700 |
Alternative investments | 359,820 |
Total fair value of plan assets | 3,878,058 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash and equivalents | 364,142 |
Equity securities | 1,199,399 |
Bonds | 1,354,997 |
Real estate | |
Alternative investments | |
Total fair value of plan assets | 2,918,538 |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash and equivalents | |
Equity securities | |
Bonds | |
Real estate | 599,700 |
Alternative investments | 359,820 |
Total fair value of plan assets | 959,520 |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash and equivalents | |
Equity securities | |
Bonds | |
Real estate | |
Alternative investments | |
Total fair value of plan assets |
Retirement Plans (Details-4)
Retirement Plans (Details-4) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Fair value of plan assets | $ 3,878,058 |
Less: PBO | (4,209,784) |
Underfunded status, end of period | $ (331,726) |
Retirement Plans (Details-5)
Retirement Plans (Details-5) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Net prior service cost | $ 16,208 |
Net loss | 84,111 |
Deferred tax | |
Accumulated other comprehensive loss, net of tax | $ 67,903 |
Retirement Plans (Details-6)
Retirement Plans (Details-6) | Dec. 31, 2021 |
Retirement Benefits [Abstract] | |
Discount rate | 0.30% |
Estimated rate of compensation increase | 1.00% |
Additional Liability, Long-Duration Insurance, Current Weighted-Average Discount Rate | 0.30% |
Estimated rate of compensation increase | 1.00% |
Expected average rate of return on plan assets | 2.66% |
Retirement Plans (Details-7)
Retirement Plans (Details-7) | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 430,055 |
2023 | 414,927 |
2024 | 394,397 |
2025 | 372,786 |
2026 | 352,256 |
2027-2031 | 1,483,581 |
Total expected benefit payments by the plan | $ 3,448,002 |
Warrants to Purchase Common S_3
Warrants to Purchase Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants To Purchase Common Stock | ||
Warrants Outstanding, Beginning Balance | 2,516,778 | 4,531,924 |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 3.30 | $ 0.72 |
Weighted-Average Remaining Contractual Term Outstanding | 9 months 29 days | 4 years 18 days |
Warrants Granted | 4,972,254 | |
Warrants Granted | $ 2.34 | |
Weighted-Average Remaining Contractual Term Granted | 11 months 1 day | |
Warrants Exercised | (2,516,778) | $ (6,987,400) |
Warrants Exercised | $ 3.30 | $ 0.79 |
Warrants Outstanding, Ending Balance | 2,516,778 | |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 3.30 | |
Warrants Exercisable at end | ||
Weighted Avg. Exercise Price Exercisable at end |
Warrants to Purchase Common S_4
Warrants to Purchase Common Stock (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants To Purchase Common Stock | ||
Warrants outstanding | 0 | 2,516,778 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.30 | |
Expiration date | Jun. 6, 2021 |
Leases (Details)
Leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right of use asset | $ 2,019,745 | $ 257,363 |
Current portion of lease liabilities | 1,235,977 | 85,895 |
Long term portion of lease liabilities | $ 942,404 | $ 171,468 |
Leases (Details-1)
Leases (Details-1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 1,329,432 | |
2023 | 540,566 | |
2024 | 221,370 | |
2025 | 227,443 | |
2026 | 18,954 | |
Total future minimum lease payments, undiscounted | 2,337,765 | |
Less: Amount representing interest | (159,381) | |
Present value of future minimum lease payments | 2,178,384 | |
Present value of future minimum lease payments – current | 1,235,977 | $ 85,895 |
Present value of future minimum lease payments – long-term | $ 942,404 | $ 171,468 |
Leases (Details-2)
Leases (Details-2) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease terms | 2 years 3 months 18 days | 2 years 9 months 18 days |
Weighted-average discount rate | 6.00% | 6.00% |
Leases (Details-3)
Leases (Details-3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases | $ 532,892 | $ 16,500 |
Lease liabilities related to the acquisition of right of use assets: Operating leases | $ 2,196,370 | $ 271,186 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Rent expenses | $ 181,500 | |
Operating Lease, Liability | 2,178,381 | $ 257,363 |
Amortization of Intangible Assets | 282,668 | 13,823 |
Operating Lease, Expense | 532,892 | $ 48,840 |
Mica Sense Acquisition [Member] | ||
Rent expenses | 891,000 | |
Measure Acquisition [Member] | ||
Rent expenses | 208,000 | |
Sense Fly Acquisition [Member] | ||
Rent expenses | $ 1,057,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 12, 2021 | Apr. 19, 2021 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 380,000 | ||
[custom:SalaryInCash] | $ 380,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 25,000 | ||
Fair market value | $ 125,000 | ||
Grant fair value | $ 675,000 | ||
Stock-based compensation | $ 472,856 | ||
Non-qualified options | 25,000 | ||
Commitments | $ 2,240,000 | ||
Michael Drozd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Bonus | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Costs | $ 33,930 | $ 23,524 |
Other General and Administrative Expense | $ 25,000 | $ 66,500 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at the expected statutory rate | $ (6,337,648) | $ (1,035,815) |
Computed tax at the expected statutory rate | 21.00% | 21.00% |
State and local income taxes, net of federal | $ (249,537) | $ (162,671) |
State and local income taxes, net of federal | 0.83% | 3.30% |
Permanent differences | $ 1,821,323 | $ (430,179) |
Permanent differences | 6.04% | 8.70% |
Other adjustments | $ 409,229 | $ 405,195 |
Other adjustments | 1.36% | 8.20% |
Return to accrual adjustment | $ (11,518) | |
Return to provision adjustment | 0.04% | 14.70% |
Purchase accounting | $ (1,298,228) | |
Purchase accounting | 4.30% | 0.00% |
Foreign tax differential | $ 123,393 | |
Foreign tax differential | 0.41% | 0.00% |
Change in valuation allowance | $ 5,542,986 | $ 498,367 |
Change in valuation allowance | 18.37% | 10.10% |
Income tax benefit | ||
Income tax benefit | 0.00% | 0.00% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of income tax expense (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Property and equipment | $ (75,342) | $ 4,825 |
Other current liabilities | 28,284 | (4,601) |
Intangible assets | (1,399,267) | (31,678) |
Equity compensation | 742,175 | 106,360 |
Other accrued expenses | 237,508 | 352,072 |
Net operating loss carry forward | 8,900,739 | 2,850,489 |
Tax credits | 386,356 | |
Total deferred tax assets | 8,820,453 | 3,277,467 |
Valuation allowance | (8,820,453) | (3,277,467) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Total Deferred tax assets | $ 8,820,453 | $ 3,277,467 |
Valuation allowance | 8,820,453 | 3,277,467 |
Increase in valuation allowance | 5,542,986 | 498,367 |
Operating loss carry forward | 39,363,972 | 8,242,818 |
Federal net operating losses | 8,242,818 | 22,890,426 |
Foreign net operating loss carry forwards | 1,711,418 | $ 12,406,113 |
Net operating carry forwards | $ 12,265,405 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 9,760,952 | $ 1,285,383 |
Cost of sales | 5,504,708 | 711,650 |
Loss from operations | (30,292,772) | (4,931,307) |
Nonoperating Income (Expense) | 184,092 | (1,143) |
Net loss | (30,108,680) | (4,932,450) |
Goodwill | 64,867,282 | 3,108,000 |
Assets | 104,683,041 | 28,726,470 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Cost of sales | ||
Loss from operations | (11,976,556) | (5,505,040) |
Nonoperating Income (Expense) | 121,926 | (1,143) |
Net loss | (11,854,630) | (5,506,183) |
Goodwill | ||
Assets | 14,516,466 | 25,042,296 |
Drones And Custom Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,428,858 | |
Cost of sales | 1,474,368 | |
Loss from operations | (1,803,370) | |
Nonoperating Income (Expense) | (16,007) | |
Net loss | (1,819,377) | |
Goodwill | 12,655,577 | |
Assets | 27,073,211 | |
Sensors [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,793,727 | |
Cost of sales | 3,303,286 | |
Loss from operations | (1,266,599) | |
Nonoperating Income (Expense) | 26,786 | |
Net loss | 1,239,813 | |
Goodwill | 18,972,896 | |
Assets | 27,548,066 | |
Saa S [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 538,367 | 1,285,383 |
Cost of sales | 727,055 | 711,650 |
Loss from operations | (15,246,247) | 573,733 |
Nonoperating Income (Expense) | 51,387 | |
Net loss | (15,194,860) | 573,733 |
Goodwill | 33,238,809 | 3,108,000 |
Assets | 37,545,298 | 3,684,174 |
Total [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 9,760,952 | 1,285,383 |
Cost of sales | 5,504,709 | 711,650 |
Loss from operations | (30,292,772) | (4,931,307) |
Nonoperating Income (Expense) | 184,092 | (1,143) |
Net loss | 30,108,680 | (4,932,450) |
Goodwill | 64,867,282 | 3,108,000 |
Assets | $ 104,683,041 | $ 28,726,470 |
Segment Information (Details-1)
Segment Information (Details-1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,760,952 | $ 1,285,383 |
Drones And Custom Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,428,858 | |
Drones And Custom Manufacturing [Member] | North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 527,292 | 1,218,735 |
Drones And Custom Manufacturing [Member] | EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,074,413 | |
Drones And Custom Manufacturing [Member] | Asia Pacific [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 257,021 | |
Drones And Custom Manufacturing [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Sensors [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,793,727 | |
Sensors [Member] | North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,235,143 | |
Sensors [Member] | EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,587,399 | |
Sensors [Member] | Asia Pacific [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,224,719 | |
Sensors [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 746,466 | |
Saa S [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 538,367 | 1,285,383 |
Saa S [Member] | North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 538,367 | 66,648 |
Saa S [Member] | EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Saa S [Member] | Asia Pacific [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Saa S [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 570,132 | |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Corporate Segment [Member] | North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,300,802 | $ 1,285,383 |
Corporate Segment [Member] | EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,661,812 | |
Corporate Segment [Member] | Asia Pacific [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,481,740 | |
Corporate Segment [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,316,598 | |
Drones And Custom Manufacturings [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,858,726 | |
Sensor [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,793,727 | |
Saaa S [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,108,499 | |
Corporates [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,760,952 |