Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 09, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SG BLOCKS, INC. | ||
Entity Central Index Key | 0001023994 | ||
Trading Symbol | SGBX | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | NY | ||
Entity Address, Address Line One | <span style="border-left: none; border-right: none;">17</span> State Street</span>," id="sjs-B18"><span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;">17</span> State Street</span>, | ||
Entity Address, Address Line Two | 19</span>th Floor," id="sjs-B19"><span style="border-left: none; border-right: none;">19</span>th Floor, | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10004 | ||
City Area Code | (646) | ||
Local Phone Number | 240-4235 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-38037 | ||
Entity Tax Identification Number | 95-4463937 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 22,951,825 | ||
Entity Common Stock, Shares Outstanding | 8,821,289 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 13,010,356 | $ 1,625,671 |
Accounts receivable, net | 2,635,608 | 1,101,185 |
Contract assets | 1,303,136 | 106,015 |
Inventories | 778,144 | |
Prepaid expenses and other current assets | 570,775 | 73,938 |
Total current assets | 18,298,019 | 2,906,809 |
Property, plant and equipment, net | 2,683,014 | 11,747 |
Goodwill | 1,309,330 | 1,223,520 |
Right-of-use asset | 1,537,545 | |
Long-term note receivable | 682,637 | |
Intangible assets, net | 2,218,609 | 2,298,805 |
Deferred contract costs, net | 152,944 | 193,730 |
Total Assets | 26,882,098 | 6,634,611 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,961,961 | 2,105,505 |
Contract liabilities | 1,774,740 | 168,957 |
Lease liability, current maturities | 326,654 | |
Due to affiliates | 965,561 | |
Assumed liability | 200,765 | |
Other current liabilities | 5,000 | |
Total current liabilities | 7,234,681 | 2,274,462 |
Lease liability, net of current maturities | 1,209,594 | |
Total liabilities | 8,444,275 | 2,274,462 |
Stockholders' equity: | ||
Preferred stock, $0.00 par value, 5,405,010 shares authorized; none issued or outstanding. | ||
Common stock, $0.01 par value, 25,000,000 shares authorized; 1,157,890 issued and outstanding as of December 31, 2020 and 213,002 issued and outstanding as of December 31, 2019. | 85,962 | 11,579 |
Additional paid-in capital | 40,443,840 | 21,932,387 |
Accumulated deficit | (22,276,546) | (17,583,817) |
Total SG Blocks, Inc. stockholders' equity | 18,253,256 | 4,360,149 |
Non-controlling interests | (184,567) | |
Total Stockholders' equity | 18,437,823 | 4,360,149 |
Total Liabilities and Stockholders’ Equity | $ 26,882,098 | $ 6,634,611 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 8,596,189 | 1,157,890 |
Common stock, shares outstanding | 8,596,189 | 1,157,890 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Revenue | $ 8,755,623 | $ 2,984,835 |
Cost of revenue: | ||
Cost of revenue | 6,535,444 | 2,307,488 |
Gross profit | 2,220,179 | 677,347 |
Operating expenses: | ||
Payroll and related expenses | 2,992,207 | 2,392,587 |
General and administrative expenses | 3,449,849 | 1,788,276 |
Marketing and business development expense | 230,248 | 240,557 |
Pre-project expenses | 130,707 | 21,286 |
Goodwill impairment | (2,938,653) | |
Total | 6,803,011 | 7,381,359 |
Operating loss | (4,582,832) | (6,704,012) |
Other income (expense): | ||
Interest expense | (9,275) | (178,995) |
Interest income | 61,675 | |
Other income | 23,282 | 14,506 |
Loss on asset disposal | (1,012) | (52,039) |
Total | 74,670 | (216,528) |
Loss before income taxes | (4,508,162) | (6,920,540) |
Income tax provision | ||
Net loss | (4,508,162) | (6,920,540) |
Add: net profit attributable to noncontrolling interests | 184,567 | |
Net loss attributable to common stockholders of SG Blocks, Inc. | $ (4,692,729) | $ (6,920,540) |
Net loss per share - basic and diluted: | ||
Basic and diluted | $ (0.79) | $ (22.85) |
Weighted average shares outstanding: | ||
Basic and diluted | 5,959,403 | 302,844 |
Construction services | ||
Revenue: | ||
Revenue | $ 4,104,917 | $ 2,808,981 |
Cost of revenue: | ||
Cost of revenue | 3,224,457 | 2,238,535 |
Engineering services | ||
Revenue: | ||
Revenue | 409,206 | 175,854 |
Cost of revenue: | ||
Cost of revenue | 322,853 | 68,953 |
Medical revenue | ||
Revenue: | ||
Revenue | 4,241,500 | |
Cost of revenue: | ||
Cost of revenue | $ 2,988,134 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | 0.01 Par Value Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | SG Blocks Stockholders' Equity | Non-controlling interests |
Beginning balance at Dec. 31, 2018 | $ 7,080,067 | $ 2,130 | $ 17,741,214 | $ (10,663,277) | $ 7,080,067 | ||
Beginning Balance, Shares at Dec. 31, 2018 | 213,002 | ||||||
Stock-based compensation | 946,660 | 946,660 | 946,660 | ||||
Conversion of restricted stock units to common stock | 3,253,962 | ||||||
Issuance of common stock, net of issuance costs | $ 9,449 | 3,244,513 | 3,253,962 | ||||
Issuance of common stock, net of issuance costs, Shares | 944,888 | ||||||
Net loss | (6,920,540) | (6,920,540) | (6,920,540) | ||||
Ending balance at Dec. 31, 2019 | 4,360,149 | $ 11,579 | 21,932,387 | (17,583,817) | 4,360,149 | ||
Ending Balance, Shares at Dec. 31, 2019 | 1,157,890 | ||||||
Stock-based compensation | 1,261,215 | 1,261,215 | 1,261,215 | ||||
Conversion of restricted stock units to common stock | $ 246 | (246) | |||||
Conversion of restricted stock units to common stock, Shares | 24,672 | ||||||
Reverse stock split settlement | (122) | (122) | (122) | ||||
Reverse stock split settlement, Shares | (38) | ||||||
Conversion of debt exchange to common stock | 206,263 | $ 737 | 205,526 | 206,263 | |||
Conversion of debt exchange to common stock, Shares | 73,665 | ||||||
Issuance of common stock, net of issuance costs | 17,118,480 | $ 73,400 | 17,045,080 | 17,118,480 | |||
Issuance of common stock, net of issuance costs, Shares | 7,340,000 | ||||||
Net loss | (4,508,162) | (4,692,729) | (4,692,729) | 184,567 | |||
Ending balance at Dec. 31, 2020 | $ 18,437,823 | $ 85,962 | $ 40,443,840 | $ (22,276,546) | $ 18,253,256 | $ 184,567 | |
Ending Balance, Shares at Dec. 31, 2020 | 8,596,189 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (4,508,162) | $ (6,920,540) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of goodwill | 2,938,653 | |
Depreciation expense | 50,655 | 9,621 |
Amortization of intangible assets | 148,541 | 145,124 |
Amortization of deferred license costs | 40,786 | 10,196 |
Accretion of debt discount | 105,770 | |
Amortization of debt issuance costs | 73,225 | |
Bad debt expense and recoveries | 10,018 | (54,000) |
Interest income on short-term investment | (32,637) | |
Stock-based compensation | 1,261,215 | 729,404 |
Loss on asset disposal | 1,012 | 52,039 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (890,531) | 699,141 |
Contract assets | (1,166,692) | 154,310 |
Inventory | (647,345) | |
Prepaid expenses and other current assets | (489,437) | 912,749 |
Right of use asset | 81,256 | |
Accounts payable and accrued expenses | 1,129,189 | (301,457) |
Contract liabilities | 1,236,174 | (1,165,930) |
Due to affiliates | 965,561 | |
Other current liability | 5,000 | |
Long term lease liability | (82,553) | |
Deferred long-term asset charge | (203,926) | |
Net cash used in operating activities | (2,887,950) | (2,815,621) |
Cash flows used in investing activities: | ||
Purchase of property, plant and equipment | (1,568,115) | (2,070) |
Purchase of intangible asset | (743,168) | |
Note receivable | 650,000 | |
Investment in and advances to equity affiliates | (84,440) | |
Net cash used in investing activities | (3,045,723) | (2,070) |
Cash flows provided by financing activities: | ||
Proceeds from public stock offering and other private placements, net of issuance costs | 17,118,480 | 3,253,962 |
Proceeds from short-term note payable | 375,000 | |
Proceeds from long term payable | 200,000 | |
Settlement of common stock from reverse stock split | 122 | |
Payments on short-term note payable | (480,770) | |
Payments on debt issuance costs | (73,225) | |
Net cash provided by financing activities | 17,318,358 | 3,074,967 |
Net increase (decrease) in cash and cash equivalents | 11,384,685 | 257,276 |
Cash and cash equivalents - beginning of period | 1,625,671 | 1,368,395 |
Cash and cash equivalents - end of period | 13,010,356 | 1,625,671 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for Interest | 2,614 | 105,770 |
Supplemental disclosure of non-cash operating activities: | ||
Non-cash conversion of long term debt | 200,000 | |
Non-cash conversion of interest expense of long term debt | 6,263 | |
Non-cash conversion of accrued salary to restricted stock units | $ 217,256 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business SG Blocks, Inc. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. The building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods. The use of the SGBlocks building structure typically provides between four six Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials. Due to the ability of SGBlocks to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize our technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. We procure the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then delivers them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in our product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. The Company is now focusing on entering into licensing agreements across the Company’s construction opportunity verticals. During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. SG Echo, LLC was formed to complete the business acquisition as disclosed in Note 9 , and to become the manufacturer of the Company's core container and modular product offerings. Also during 2020, the Company entered into a joint venture, as described below and has begun to provide clinical lab testing, as well as test kit sales related to a separate distributer agreement. Reverse Stock Split On February 28, 2017, the Company effected a 1 -for- reverse stock split of its New Common Stock and preferred stock, which has since been converted into common stock. On February 5, 2020, the Company effected a 1 20 1 20 As of December 31, 2020, the Company had 8,596,189 shares of common stock issued and outstanding. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity As of December 31, 2020, the Company had cash and cash equivalents of $13,010,356 and a backlog of approximately $25.1 million. See note 14 for a discussion of construction backlog. Based on our conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2020 Within 1 year $ 12,261,211 1 to 2 years 12,856,250 Thereafter — Total Backlog $ 25,117,461 The Company has incurred losses since its inception and has negative operating cash flows. Management has taken several actions to ensure that the Company will continue as a going concern. As described below, the Company has recently been able to raise substantial cash through equity offerings. In addition, as further described in these consolidated financial statements, the Company has begun to recognize revenue from new revenue streams. Management believes that these actions will enable the Company to continue as a going concern. The Company completed an equity offering in April 2019 and in August 2019, which resulted in net proceeds of approximately $1,136,015. See Note 15 The Company completed a Securities Purchase Agreement in November 2019, which resulted in net proceeds of approximately $ 326,000 December 2019 2,117,948 ee Note 15 for a discussion on this public offering. The Company believes that it has adequate cash balances to meet obligations coming due in the next twelve months and further intends to meet its capital needs by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. We do not have any additional sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may need to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic during 2020, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and business. The Company is experiencing delays in projects due to the COVID-19. Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company's suppliers and contract manufacturers or customers would likely adversely impact the Company's sales and operating results and result in further project delays. In addition, the pandemic could result in an economic downturn that could affect the demand for the Company's products. Order lead times could be extended or delayed and pricing could increase. Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, the Company is considering alternative product sourcing in the event that product supply becomes problematic. The Company expects this global pandemic to have an impact on the Company's revenue and results of operations, the size and duration of which the Company is currently unable to predict. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc., SG Echo, LLC and SG Blocks Puerto Rico, Inc. All intercompany balances and transactions are eliminated. Certain prior period amounts have been reclassified to conform to the current period’s presentation. Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This ASU amends ASC 820 to add, remove and modify certain disclosure requirements for fair value measurements. For example, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop for Level 3 fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update will require the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which, among other things, defers the effective date of ASU 2016-13 for public filers that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted. The Company adopted ASU 2016-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. Accounting estimates Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve one year Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company will receive royalty payments based upon gross revenues earned by the licensee for commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA grants the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognizes revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the year ended December 31, 2020. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provides that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total cost of the project is $16,900,000. The project is a residential project but not subject to the Company’s Exclusive License Agreement, dated October 3, 2019. In May 2020, the Company and Osang Healthcare Co., Ltd. ("Osang"), a South Korea based global manufacturer and distributor of medical grade diagnostic tests and equipment, announced the signing of a one year, non-exclusive distributorship agreement for the United States, for OHC's "GeneFinder COVID-19 Plus RealAmp Kit." This is a test designed to detect SARS-CoV-2, the virus that causes COVID-19. The Distributorship Agreement is Osang's standard form of distributorship agreement and provides the Company with the non-exclusive right to distribute Osang's GeneFinder COVID-19 Plus RealAmp Kit in the United States for a stated term of one (1) year. Pursuant to the terms of the Distributorship Agreement, the Company is required to make payment for 100% of any purchase order prior to shipment of the product from Osang, though it does not expect to make any cash outlays with respect to any product that it distributes and expects instead to require any third-party purchasers to make the necessary cash outlays as part of a purchase order entered into with the Company. The Distributorship Agreement does not guarantee the Company a specific quantity of kits to sell or a customer list, and may be terminated by either party at any time on thirty (30) days' notice. An import license from the U.S. government has been issued to import and distribute the Osang test kits. There can be no assurance that the Distribution Agreement will continue, and it has not yielded the anticipated benefits or generated significant revenue, if any. The revenue from these product sales is recognized upon the transfer of control, which is at a point in time, and is generally upon shipment, Provisions for any discounts, rebates, sales concessions and returns are provided for in the period the related sale is recorded. During the year ending December 31, 2020, the Company recognized $250,000 in revenue related to such products, which is included in medical revenue on the accompanying consolidated statements of operations. As described below, the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). Revenue from the activities of the JV is related to clinical testing services and is recognized when services have bene rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. During the year ending December 31, 2020, the Company recognized $2,150,323 in revenue related to activities through the JV, which is included in medical revenue on the accompanying consolidated statements of operations. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, and medical revenue derived from lab testing and test kit sales. Our contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $4,057,086 and $4,698,537, respectively, for the year ending December 31, 2020. All revenue recognized for the year ending December 31, 2019 was over time. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Customer Type 2020 2019 Government $ 751,697 9 % $ — — % Hospitality 487,111 6 % — — % Multi-Family 126,222 1 % 94,178 3 % Medical (lab testing, test kit sales and equipment) 4,241,500 49 % — — % Medical (construction services) 778,883 9 % — — % Office 191,505 2 % 1,468,734 49 % Retail 427,444 5 % 1,413,669 48 % School 36,500 — % — — % Special Use 1,414,761 16 % 6,812 — % Other (1) 300,000 3 % 1,442 — % Total revenue by customer type $ 8,755,623 100 % $ 2,984,835 100 % (1) Construction fee of $300,000 with no cost of revenue during 2020. Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional and billed to the customer. Accounts receivable are recognized net of an allowance for doubtful accounts. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred a total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expects to recover those costs through future royalty payments. The Company amortizes the asset over months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $50,981 . During the year ended , amortization expense relating to the deferred contract costs amounted to $ 40,786 and is included in general and administrative expenses on the accompanying consolidated statements of operations. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The License Agreement has an initial term of five (5) years and will automatically renew for subsequent five (5) year periods. The License Agreement provides for customary terminating provisions, including the right by the Company to terminate if the Licensee fails to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five 5 20,000,000 four one 4.5 30,000,000 five 5 If the License Agreement is extended beyond the initial term, then the parties will negotiate in good faith the royalty rate and the minimum royalty payments for the renewal term(s). In addition, to the extent the Licensee sublicenses any aspect of the License to a sub-licensee, the Licensee will pay to the Company percent ( %) of all payments received by the Licensee from such sublicensee. The Company may also provide the Licensee with professional services with respect to the License, and the Licensee will reimburse the Company for employees’ time, materials, and expenses incurred in providing such professional services. The Licensee also separately agreed to reimburse the Company for any third-party expenses incurred by the Company in developing the Company’s remaining and future residential projects. The License Agreement provides for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. In addition, the License Agreement provides that the Company will provide the Licensee with cost estimates for the fabrication and manufacturing of residential projects in the Company’s existing pipeline as of the date of the License Agreement, and if such projects cannot be reasonably constructed and installed at or below such estimates, then the Licensee may withhold payment of any royalty due to the Company under the License Agreement on a dollar-for-dollar basis to offset the costs above the originally estimated amounts. Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred. V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Labs. In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, SGB shall issue 200,000 restricted shares of SGB common stock to be earned over a defined vesting period starting in December 1, 2020. As of December 31, 2020, no shares were issued. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs is also engaged in the business of manufacturing, importing and distributions various medical tests. Under the JV, the Company and Clarity Labs will jointly market, sell, and distributed certain products and services (“Clarity Mobile Venture”). As of December 31, 2020, $ 965,561 Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $13,010,356 and $ for the years ended and 2019, respectively. Short-term investment – The Company classifies its investment consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no Accounts receivable and allowance for doubtful accounts – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes account receivable at invoiced amounts. The allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable balances. Management provides an allowance for doubtful accounts based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2020 there was inventory of $4,429 for construction materials, and $773,715 of medical equipment and COVID-19 test and testing supplies. There was no inventory for December 31, 2019. Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company's evaluation of goodwill completed during the year ended December 31, 2019 resulted in impairment loss of $2,938,653, which represents the total goodwill impairment loss to date. The impairment loss was due to a deterioration in the Company's estimated future cash flows. There were no impairments during the year ended December 31, 2020 . The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $5,300 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2020, and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2020 was $649,855 and $148,541, respectively. The accumulated amortization and amortization expense as of and for the year ended December 31, 2019 was $1,614,315 and $145,124 respectively. The estimated amortization expense for the successive five For the year ending December 31,: 2021 $ 158,793 2022 154,470 2023 152,676 2024 151,969 2025 148,551 Thereafter 1,452,150 $ 2,218,609 Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The earnout liability represents the only financial liability measured at fair value on a recurring basis as of December 31, 2020 and was a level 3 asset. As of December 31, 2020, the estimated value of the earnout liability was zero. Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2020 or 2019, besides the transfer in of the earnout liability. Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2020 and 2019, 79% and 92 Revenue relating to three and two customers represented approximately 61% and 78% of the Company’s total revenue for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, there were no vendors which represented 10% or more of our cost of revenue. For the year ended December 31, 2019, 74% of our cost of revenue related to three vendors umstances change with its existing suppliers. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At December 31, 2020 and 2019, the Company’s accounts receivable consisted of the following: 2020 2019 Billed: Construction services $ 1,391,555 $ 1,321,575 Engineering services 86,264 14,594 Medical revenue 1,157,819 — Retainage receivable 615,136 544,911 Other receivable 180,748 6,000 Total gross receivables 3,431,522 1,887,080 Less: allowance for doubtful accounts (795,914 ) (785,895 ) Total net receivables $ 2,635,608 $ 1,101,185 Receivables are |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Contract Assets and Contract Liabilities [Abstract] | |
Contract Assets and Contract Liabilities | 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31, 2020 and 2019: 2020 2019 Costs incurred on uncompleted contracts $ 4,572,581 $ 513,558 Estimated earnings to date on uncompleted contracts 872,302 127,032 Gross contract assets 5,444,883 640,590 Less: billings to date (5,916,487 ) (703,532 ) Net contract assets (liabilities) $ (471,604 ) $ (62,942 ) The above amounts are included in the accompanying condensed consolidated balance sheets under the following captions at December 31, 2020 and 2019. 2020 2019 Contract assets $ 1,303,136 $ 106,015 Contract liabilities (1,774,740 ) (168,957 ) Net contract assets (liabilities) $ (471,604 ) $ (62,942 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company peri odically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, plant and equipment [Abstract] | |
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At December 31, 2020 and 2019, the Company’s property, plant and equipment, net consisted of the following: 2020 2019 Computer equipment and software $ 73,991 $ 18,862 Furniture and other equipment 11,593 1,885 Leasehold improvements 6,071 — Equipment and machinery 1,127,647 — Automobiles 4,638 — Building held for lease 501,336 — Laboratory and temporary units 1,016,238 — Property, plant and equipment 2,741,514 20,747 Less: accumulated depreciation (58,500 ) (9,000 ) Property, plant and equipment, net $ 2,683,014 $ 11,747 Depreciation expense for the years ended December 31, 2020 and 2019 amounted to $50,655 and $9,621, respectively. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Receivable [Abstract] | |
Notes Receivable | 7. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2020, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. five In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | 8. Notes Payable On February 4, 2020, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued to the investor a secured note in the aggregate principal amount of $ 200,000 July 31, 2023 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 9. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " The purchase consideration amounted to: Cash $ 1,059,600 Earnout liability — Settlement of accounts receivable and net contract liabilities (94,980 ) $ 964,620 The settlement of accounts receivable and net contract liabilities represents amounts effectively settled upon the purchase of Echo, which originated from contacts between the Company and Echo prior to the purchase date. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Echo Acquisition: Cash and cash equivalents $ 316,432 Accounts receivable 252,557 Inventories 130,799 Prepaid expenses and other current assets 7,400 Property, plant and equipment 1,154,818 Right-of-use assets 57,120 Goodwill 85,810 Intangible assets 68,344 Accounts payable and accrued expenses (733,529 ) Assumed liability (285,204 ) Contract liabilities (32,807 ) Lease liability (57,120 ) $ 964,620 As part of the Echo Acquisition, the Company recorded an earnout liability for additional payments due to the sellers of Echo. These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods. The initial earnout liability of $0 was based on the fair value of the earnout liability at the acquisition date, and would be payable in cash and shares of restricted common stock of the Company. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 10 Leases The Company leases an office, a plant and certain equipment under non-cancelable operating lease agreements. The leases have remaining lease terms of two and a half years to years. The plant lease includes an option to extend the lease for up to years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2020 Operating Leases Right-of-use assets, net $ 1,486,067 Current liabilities Lease liability, current maturities (307,737 ) Non-current liabilities Lease liability, net of current maturities (1,178,458 ) Total operating lease liabilities $ (1,486,195 ) Finance Leases Right-of-use assets $ 51,478 Current liabilities Lease liability, current maturities (18,917 ) Non-current liabilities Lease liability, net of current maturities (31,136 ) Total finance lease liabilities $ (50,053 ) Weighted Average Remaining Lease Term Operating leases 4.66 years Finance leases 2.61 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2021 $ 348,117 $ 20,160 $ 368,277 2022 348,984 20,160 369,144 2023 330,300 11,760 342,060 2024 324,000 — 324,000 2025 243,000 — 243,000 Total lease payments 1,594,401 52,080 1,646,481 Less: Imputed interest 108,206 2,027 110,233 Present value of lease liabilities $ 1,486,195 $ 50,053 $ 1,536,248 Operating leases for office space and the plant, with total lease payments of $1,683,000, has been leased from an affiliate of the sellers of Echo. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | 11. Co nvertible Debentur On November 12, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued to the investor a senior secured convertible debenture in the principal amount of $480,770 (the “Debenture”) for proceeds of $375,000 (representing an original issue discount of 22%). The Company received net proceeds of approximately $326,250 after deducting certain fees due to the placement agent and certain transaction expenses. The Debenture was due 110 days after issuance and was secured under a Security Agreement, dated November 12, 2019, entered into with the investor (the “Security Agreement”) by a security interest in all of the Company’s existing and future assets, subject to existing security interests and exceptions. The Company had the right to redeem all or a portion of the outstanding principal of the Debenture (i) prior to the maturity date without interest and with no conversion by the investor and (ii) after the maturity date at a premium of 120 24 The Debenture was convertible into shares of the Company’s common stock only upon (i) the occurrence of an Event of Default (as defined in the Debenture) or (ii) at maturity in the event any principal remains outstanding, at a conversion price equal to the lower of (x) 67.5% of the lowest daily VWAPs of the common stock during the five consecutive trading days immediately preceding the Event of Default or date of maturity or (y) if the Debenture was not fully paid as of the Maturity, the lowest daily VWAP during the ten (10) consecutive trading days immediately preceding the date of the applicable Conversion, and based on a conversion amount determined by the product of (x) the portion of the principal and accrued interest to be converted and (y) 120% or (y) if the Debenture was not fully paid as of the Maturity Date and no conversions have been effected under the Debenture, the lowest daily VWAP during the ten (10) consecutive Trading Days immediately preceding the date of the applicable Conversion; provided, however, that the Company will not issue any shares of common stock upon conversion of the Debenture if the investor would exceed the aggregate number of shares of common stock which the Company may issue upon conversion or exercise (as the case may be) of the Debenture without breaching the Company’s obligations under the rules or regulations of the Nasdaq Stock Market, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d) (which currently limit such issuance to 60,048 shares, which is 19.99% of the Company’s outstanding shares as of the date hereof). In addition, subject to limited exceptions, the investor did not have the right to convert any portion of the Debenture if the investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion and under no circumstances could convert the Debenture if the investor, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. In connection with this transaction, the Company entered into a Placement Agency Agreement (the “ Placement Agency Agreement Placement Agent Placement Agent Warrants The Placement Agent Warrants wereexercisable, in whole or in part, commencing on the issuance date and have an exercise period of five years. In the event that there was not an effective registration statement permitting for the resale of the shares underlying the Placement Agent Warrants, the Placement Agent Warrant’s were exercisable on a cashless basis. There were significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrants and the shares issuable upon exercise of the Placement Agent Warrants during the one hundred eighty (180) days after the closing date. On December 10, 2019, the |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2020 and 2019: 2020 2019 Deferred: Federal $ (974,181 ) $ (828,472 ) State and local (567,767 ) 564,363 Total deferred (1,541,948 ) (264,109 ) Total provision (benefit) for income taxes (1,541,948 ) (264,109 ) Less: valuation reserve 1,541,948 264,109 Income tax provision $ — $ — A reconciliation of the federal statutory rate to 0% for the year ended December 31, 2020 and 2019 to the effective rate for income from operations before income taxes is as follows: 2020 2019 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 1.1 Goodwill impairment — (9.1 ) Change in state rate — (11.2 ) Less valuation allowance (24.9 ) (1.8 ) Effective income tax rate 0.0 % 0.0 % The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2020 and 2019 as follows: 2020 2019 Net operating loss carryforward $ 4,127,323 $ 2,857,456 Bad debt reserve 197,785 173,840 Employee stock compensation 800,036 445,799 Intangible assets (529,260 ) (502,709 ) Depreciation (44,979 ) (850 ) Accrued expenses 47,184 82,628 Charity 205 181 Net deferred tax asset 4,598,294 3,056,345 Valuation allowance (4,598,294 ) (3,056,345 ) Net deferred tax asset $ — $ — The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. During 2020 certain adjustments were made to the Company’s net operating loss carryforward tax asset for IRC Section 382 limitations. As of December 31, 2020, the Company had a net operating loss 2037 for those losses generated in 2017 and prior years. Approximately $5.5 million of such net operating losses will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. Subsequent to December 31, 2019, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removes such 80% limitation for years 2019 and 2020. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2020, the Company has no unrecognized tax positions, including interest and penalties. The tax years 2017 - 2019 are still open to examination by the major tax jurisdictions in which the Company operates. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 13. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2020, there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 884,343 and 353,190 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of December 31, 2020, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. At December 31, 2019, there were options , including options to non-employees and non-directors, restricted stock units and warrants to purchase 53,170, 21,859 and 53,189 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Construction Backlog
Construction Backlog | 12 Months Ended |
Dec. 31, 2020 | |
Construction Backlog [Abstract] | |
Construction Backlog | 14. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2020 and 2019, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at December 31, 2020 and December 31, 2019, respectively, on which work has not yet begun: 2020 2019 Balance - beginning of period $ 17,634,261 $ 97,657,379 New contracts and change orders during the period 13,816,785 17,659,053 Adjustments and cancellations, net (27,370 ) (94,697,336 ) Subtotal 31,423,676 20,619,096 Less: contract revenue earned during the period (6,306,215 ) (2,984,835 ) Balance - end of period $ 25,117,461 $ 17,634,261 Backlog at December 31, 2020 included one large contract entered into by the Company during the third quarter of in the amount of approximately $ million, and entered into two contracts during the third quarter of in the amount of approximately $ million and approximately $ million. The Company expects that all of this revenue will be realized by September 30, 2022. During the second quarter of , the Company moved a $ 25.0 , the Company removed two contracts in the amount of $ million and $ million out of backlog due to the fact that these projects fall under the exclusive license agreement (“ELA”) executed during the fourth quarter of . Under the ELA, the Company cannot guarantee, but expects to receive, approximately $ million in royalties for such project. The Company expects to receive these royalties for this such project through June 30, 2022. Backlog does not include expected royalty fees to the Company under the ELA from projects to be delivered by our licensee. The Company entered into three contracts during the fourth quarter of in the amount of approximately $ million, $ million, and $ million. The Company’s remaining backlog as of December 31, 2020 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of over the following period: 2020 Within 1 year $ 12,261,211 1 to 2 years 12,856,250 Thereafter — Total Backlog $ 25,117,461 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 15. Stockholders’ Equity Public Offerings – In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 11,250 shares of common stock at $100.00 per share. The Company incurred $176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 563 shares of common stock in the aggregate valued at $8,321 (as discussed in Note 16). In connection with and prior to the Public Offering, the Company issued 90,084 shares of its common stock upon conversion of all outstanding preferred stock and 25,833 shares of its common stock upon conversion of the previously outstanding convertible debentures. In December 2019, the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 857,500 shares of common stock at a public offering price of $3.00 per share, resulting in aggregate net proceeds of $2,117,948 $454,552 In April 2020, the Company also completed a public offering of its common stock (the "April Public Offering"). In connection with the April Public Offering, the Company sold 440,000 shares of common stock at a public offering price of $4.25 per share, resulting in aggregate net proceeds of approximately $1,522,339 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred a total of approximately $347,661 in issuance costs in connection with the offering and no warrants to purchase were issued to the underwriters. In May 2020, the Company completed a public offering of its common stock (the "May Public Offering"). In connection with the May Public Offering, the Company sold 6,000,000 shares of common stock at a public offering price of $2.50 per share. Pursuant to the terms of the related Underwriting Agreement dated May 6, 2020 by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of several underwriters named therein ("ThinkEquity"), ThinkEquity was granted an over-allotment option to purchase up to an additional 900,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in connection with the previously announced public offering. On May 15, 2020, ThinkEquity exercised in full such option with respect to all 900,000 shares of the Company's Common Stock (the "Option Shares"). After giving effect to the full exercise of the over-allotment option, the total number of shares of Common Stock sold by the Company in the May Public Offering was 6,900,000 shares of Common Stock and total net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $15,596,141. The Company incurred a total of approximately $1,653,859 in issuance costs in connection with the offering and issued warrants to purchase 300,000 shares of common stock to the underwriters. Securities Purchase Agreement – In April 2019 , the Company issued 42,388 shares of its common stock at $22.00 per share through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors. Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock. The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 warrants to the underwriters. The warrants are further discussed in Note 16 . Decrease in Authorized Shares – On June 5, 2019 June 5, 2019 Underwriting Agreement – August 2019 , the Company issued 45,000 shares of its common stock at $17.00 per share pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public. The Company incurred $181,695 in issuance costs from the offering and issued warrants to purchase 2,250 shares of common stock to the underwriter. The warrants are further discussed in Note 16. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants [Abstract] | |
Warrants | 16. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $125.00 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 . T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire . In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 In conjunction with the Underwriting Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options and Grants [Abstract] | |
Stock Options and Grants | 17. Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the Company’s 2016 Stock Incentive Plan which authorized the issuance of up to 25,000 shares of the Company’s common stock in the form of restricted stock or options (“ 2016 Stock Plan”). Effective January 20, 2017, the Stock Plan was amended and restated as the SG Blocks, . Stock Incentive Plan, as further amended eff June 1, 2018 Stock-based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2020 2019 Payroll and related expenses $ 1,204,095 $ 715,904 Marketing and business development expenses 57,120 13,500 Total $ 1,261,215 $ 729,404 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations: Year Ended December 31, 2020 2019 Stock options $ 10,667 $ 150,580 RSUs 1,250,548 578,824 Total $ 1,261,215 $ 729,404 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the years ended December 31, 2020 and 2019, as described below: Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2018 55,253 $ 24.80 $ 81.20 8.41 $ — Granted — — — Exercised — — — Cancelled (2,083 ) — — Outstanding – December 31, 2019 53,170 $ 24.80 $ 81.20 7.40 $ — Granted — — — Exercised — — — Cancelled (16,733) — — Outstanding – December 31, 2020 36,437 35.54 78.71 6.34 $ — Exercisable – December 31, 2019 52,649 24.80 81.20 7.39 — Exercisable – December 31, 2020 36,332 $ 24.80 $ 78.67 6.34 $ — For the years ended December 31, 2020 and December 31, 2019, the Company recognized stock-based compensation expense of $10,667 and $ 150,580, As of December 31, 2020, there was $2,667 of total unrecognized compensation costs related to non-vested stock options, which will be expensed over a weighted average period of less than 1 year. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six one 6,139 , 772 , 5,729 and an aggregate of 3,063 one two three four 847,957 On January 15, 2019 and February 26, 2019, a total of 526 two 58.80 55.20 ten The restricted stock units granted on January 15, 2019 will vest on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The restricted stock units granted on February 26, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability. Effective June 5, 2019, a total of 9,189 of restricted stock units were granted to the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the calculated fair value of $16.40 per share, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. On April 14, 2020, a total of 35,331 , five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $4.76 Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. On April 14, 2020, a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. six On September 23, 2020, a total of 425,000 of restricted stock units were granted to Mr. Armstrong, Mr. Sheeran, seven employees and one consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $1.81 per share, which represents the closing price of the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. On November 11, 2020, a total of 46,826 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $2.39 per share, which represents the closing price of the Company’s common stock on November 11, 2020. The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six On December 9, 2020, a total of 372,000 of restricted stock units were granted to Mr. Galvin, under the Company's stock-based compensation plan, at the fair value of $ 3.28 For the year ended December 31, 2020 and 2019 The following table summarized restricted stock unit activities during the year ended December 31, 2020: Number of Shares Non-vested balance at January 1, 2020 8,938 Granted 891,157 Vested (368,591 ) Forfeited/Expired (4,000 ) Non-vested balance at December 31, 2020 527,504 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 18. Commitm Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. Pizzarotti Litigation - On or about August 10, 2018 Pizzarotti, LLC filed a complaint against the Company and Mahesh Shetty, the Company’s former President and CFO, and others, seeking unspecified damages for an alleged breach of contract by the Company and another entity named Phipps & Co. (“Phipps”). The lawsuit was filed as Pizzarotti, LLC. v. Phipps & Co., et al., Index No. 653996/2018 and commenced in the Supreme Court of the State of New York for the County of New York. On or about April 1, 2019, Phipps filed cross-claims against the Company and Mr. Shetty asserting claims for indemnification, contribution, fraud, negligence, negligent misrepresentation, and breach of contract. SG Blocks has likewise cross claimed against Phipps for indemnification and contribution, claiming that any damages to the Plaintiff were the result of the acts or omissions of Phipps and its principals. Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLC Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. 1. Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Action”) to recover approximately $2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”). The Petition brought claims of breach of contract, negligence, and breach of express warranty. The Firm did not represent the Company in connection with the Teton Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained approximately $761,401.66 in actual and consequential damages, excluding attorney’s fees. On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case. On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors. On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case. As such, there is no prospect of any recovery against Teton. On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20-cv-03432 (“Teton Action”), seeking to The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. 2. SG Blocks, Inc. v HOLA Community Partners, et. al. On April 13, 2020, Plaintiff SG Blocks, Inc. (“SG Blocks”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc. (“HOLA”) (HCP and HOLA are collectively referred to as the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No. 2:20-cv-03432-ODW (“HOLA Action”). The Company asserted seven claims against HOLA Defendants arising out of and related to the HOLA Project, to wit On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising out of the HOLA Project, asserting claims of (1) negligence; (2) strict products liability; (3) strict products liability, (4) breach of contract; (5) breach of express warranty; (6) violation of Business and Professions Code § 7031(b); and (7) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”). The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action. On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims. The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. 3. SG Blocks, Inc. v. EDI International, PC .- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in connection with the parties' consulting agreement, dated June 29, 2016, Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. Other Litigation 1. Shetty v. SG Blocks, Inc. et. al ., Case No. 20-CV-00550, United States District Court, Eastern District of New York. On January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance (hereafter the “Action”). On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation under the Fair Labor Standards Act, 29 U.S.C. §201 et. seq. (“FLSA”), and contractual indemnification. On April 27, 2020, the Company filed a motion to dismiss the Action. The Company asserted that the Former Employee agreed to accept (and did receive) restricted stock units of the Company’s common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed. The Company further maintained that the Former Employee’s employment agreement precludes any entitlement to or liability for severance. On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss. Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $300,000) and unpaid wages pursuant to the FLSA, but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law. The parties are in the middle of pre-trial discovery, having Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. 2. SG Blocks, Inc. v. Osang Healthcare Company, Ltd. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”) . The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Subsequent to December 31, 2020, the Company has received $703,437 in proceeds from the exercise of warrants to purchase an aggregate of 225,100 shares of its common stock. In addition, subsequent to December 31, 2020, the Company has formed SGB Development Corp. (“Development”). Development will provide real property development to low and moderate income housing. The projects for Development will be built by SG Echo. In addition, Development has entered into a contract to acquire and develop an approximately 7-acre site in Austin, Texas, which is expected to yield a maximum of 225 condo units. The Company executed our option to acquire Echo’s real estate holdings in Durant, OK, consisting of a 19 -acre site and all of its structures and we expect to close on the Echo site in the second quarter of 2021 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc., SG Echo, LLC and SG Blocks Puerto Rico, Inc. All intercompany balances and transactions are eliminated. Certain prior period amounts have been reclassified to conform to the current period’s presentation. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This ASU amends ASC 820 to add, remove and modify certain disclosure requirements for fair value measurements. For example, public companies will be required to disclose the range and weighted average of significant unobservable inputs used to develop for Level 3 fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update will require the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which, among other things, defers the effective date of ASU 2016-13 for public filers that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted. The Company adopted ASU 2016-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. |
Accounting estimates | Accounting estimates |
Operating cycle | Operating cycle – The length of the Company’s contracts varies, but is typically between six twelve one year |
Revenue recognition | Revenue recognition The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ( 1 Identify the contract with a customer ( 2 Identify the performance obligations in the contract ( 3 Determine the transaction price ( 4 Allocate the transaction price to performance obligations in the contract ( 5 Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company will receive royalty payments based upon gross revenues earned by the licensee for commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA grants the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognizes revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the year ended December 31, 2020. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 2,500 The Agreement also provides that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total cost of the project is $16,900,000. The project is a residential project but not subject to the Company’s Exclusive License Agreement, dated October 3, 2019. In May 2020, the Company and Osang Healthcare Co., Ltd. ("Osang"), a South Korea based global manufacturer and distributor of medical grade diagnostic tests and equipment, announced the signing of a one year, non-exclusive distributorship agreement for the United States, for OHC's "GeneFinder COVID-19 Plus RealAmp Kit." This is a test designed to detect SARS-CoV-2, the virus that causes COVID-19. The Distributorship Agreement is Osang's standard form of distributorship agreement and provides the Company with the non-exclusive right to distribute Osang's GeneFinder COVID-19 Plus RealAmp Kit in the United States for a stated term of one (1) year. Pursuant to the terms of the Distributorship Agreement, the Company is required to make payment for 100% of any purchase order prior to shipment of the product from Osang, though it does not expect to make any cash outlays with respect to any product that it distributes and expects instead to require any third-party purchasers to make the necessary cash outlays as part of a purchase order entered into with the Company. The Distributorship Agreement does not guarantee the Company a specific quantity of kits to sell or a customer list, and may be terminated by either party at any time on thirty (30) days' notice. An import license from the U.S. government has been issued to import and distribute the Osang test kits. There can be no assurance that the Distribution Agreement will continue, and it has not yielded the anticipated benefits or generated significant revenue, if any. The revenue from these product sales is recognized upon the transfer of control, which is at a point in time, and is generally upon shipment, Provisions for any discounts, rebates, sales concessions and returns are provided for in the period the related sale is recorded. During the year ending December 31, 2020, the Company recognized $250,000 in revenue related to such products, which is included in medical revenue on the accompanying consolidated statements of operations. As described below, the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). Revenue from the activities of the JV is related to clinical testing services and is recognized when services have bene rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. During the year ending December 31, 2020, the Company recognized $2,150,323 in revenue related to activities through the JV, which is included in medical revenue on the accompanying consolidated statements of operations. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules, and medical revenue derived from lab testing and test kit sales. Our contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $4,057,086 and $4,698,537, respectively, for the year ending December 31, 2020. All revenue recognized for the year ending December 31, 2019 was over time. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Customer Type 2020 2019 Government $ 751,697 9 % $ — — % Hospitality 487,111 6 % — — % Multi-Family 126,222 1 % 94,178 3 % Medical (lab testing, test kit sales and equipment) 4,241,500 49 % — — % Medical (construction services) 778,883 9 % — — % Office 191,505 2 % 1,468,734 49 % Retail 427,444 5 % 1,413,669 48 % School 36,500 — % — — % Special Use 1,414,761 16 % 6,812 — % Other (1) 300,000 3 % 1,442 — % Total revenue by customer type $ 8,755,623 100 % $ 2,984,835 100 % (1) Construction fee of $300,000 with no cost of revenue during 2020. Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional and billed to the customer. Accounts receivable are recognized net of an allowance for doubtful accounts. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $102,217 which was reimbursement from the licensee for project costs on this project. The Company incurred a total deferred contract costs of $203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expects to recover those costs through future royalty payments. The Company amortizes the asset over months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of , accumulated amortization related to deferred contract costs amounted to $50,981 . During the year ended , amortization expense relating to the deferred contract costs amounted to $ 40,786 and is included in general and administrative expenses on the accompanying consolidated statements of operations. Exclusive License Agreement – On October 3, 2019, as amended on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The License Agreement has an initial term of five (5) years and will automatically renew for subsequent five (5) year periods. The License Agreement provides for customary terminating provisions, including the right by the Company to terminate if the Licensee fails to make minimum royalty payments (as described below). In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five 5 20,000,000 four one 4.5 30,000,000 five 5 If the License Agreement is extended beyond the initial term, then the parties will negotiate in good faith the royalty rate and the minimum royalty payments for the renewal term(s). In addition, to the extent the Licensee sublicenses any aspect of the License to a sub-licensee, the Licensee will pay to the Company percent ( %) of all payments received by the Licensee from such sublicensee. The Company may also provide the Licensee with professional services with respect to the License, and the Licensee will reimburse the Company for employees’ time, materials, and expenses incurred in providing such professional services. The Licensee also separately agreed to reimburse the Company for any third-party expenses incurred by the Company in developing the Company’s remaining and future residential projects. The License Agreement provides for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. In addition, the License Agreement provides that the Company will provide the Licensee with cost estimates for the fabrication and manufacturing of residential projects in the Company’s existing pipeline as of the date of the License Agreement, and if such projects cannot be reasonably constructed and installed at or below such estimates, then the Licensee may withhold payment of any royalty due to the Company under the License Agreement on a dollar-for-dollar basis to offset the costs above the originally estimated amounts. |
Business Combinations | Business Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred. |
Variable Interest Entities | V ariable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“VIE"). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Labs. In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, SGB shall issue 200,000 restricted shares of SGB common stock to be earned over a defined vesting period starting in December 1, 2020. As of December 31, 2020, no shares were issued. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs is also engaged in the business of manufacturing, importing and distributions various medical tests. Under the JV, the Company and Clarity Labs will jointly market, sell, and distributed certain products and services (“Clarity Mobile Venture”). As of December 31, 2020, $ 965,561 |
Cash and cash equivalents | Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $13,010,356 and $ for the years ended and 2019, respectively. |
Short-term investment | Short-term investment – The Company classifies its investment consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no |
Accounts receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes account receivable at invoiced amounts. The allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable balances. Management provides an allowance for doubtful accounts based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. |
Inventory | Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of December 31, 2020 there was inventory of $4,429 for construction materials, and $773,715 of medical equipment and COVID-19 test and testing supplies. There was no inventory for December 31, 2019. |
Goodwill | Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company's evaluation of goodwill completed during the year ended December 31, 2019 resulted in impairment loss of $2,938,653, which represents the total goodwill impairment loss to date. The impairment loss was due to a deterioration in the Company's estimated future cash flows. There were no impairments during the year ended December 31, 2020 . The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. |
Intangible assets | Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $5,300 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2020, and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2020 was $649,855 and $148,541, respectively. The accumulated amortization and amortization expense as of and for the year ended December 31, 2019 was $1,614,315 and $145,124 respectively. The estimated amortization expense for the successive five For the year ending December 31,: 2021 $ 158,793 2022 154,470 2023 152,676 2024 151,969 2025 148,551 Thereafter 1,452,150 $ 2,218,609 |
Property, plant and equipment | Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 5 to 7 |
Convertible instruments | Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. |
Fair value measurements | Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The earnout liability represents the only financial liability measured at fair value on a recurring basis as of December 31, 2020 and was a level 3 asset. As of December 31, 2020, the estimated value of the earnout liability was zero. Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2020 or 2019, besides the transfer in of the earnout liability. |
Share-based payments | Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. |
Income taxes | Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2020 and 2019, 79% and 92 Revenue relating to three and two customers represented approximately 61% and 78% of the Company’s total revenue for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, there were no vendors which represented 10% or more of our cost of revenue. For the year ended December 31, 2019, 74% of our cost of revenue related to three vendors umstances change with its existing suppliers. |
Liquidity (Tables)
Liquidity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2020 Within 1 year $ 12,261,211 1 to 2 years 12,856,250 Thereafter — Total Backlog $ 25,117,461 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of disaggregation of revenues by categories | Twelve Months Ended December 31, Revenue by Customer Type 2020 2019 Government $ 751,697 9 % $ — — % Hospitality 487,111 6 % — — % Multi-Family 126,222 1 % 94,178 3 % Medical (lab testing, test kit sales and equipment) 4,241,500 49 % — — % Medical (construction services) 778,883 9 % — — % Office 191,505 2 % 1,468,734 49 % Retail 427,444 5 % 1,413,669 48 % School 36,500 — % — — % Special Use 1,414,761 16 % 6,812 — % Other (1) 300,000 3 % 1,442 — % Total revenue by customer type $ 8,755,623 100 % $ 2,984,835 100 % (1) Construction fee of $300,000 with no cost of revenue during 2020. |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2021 $ 158,793 2022 154,470 2023 152,676 2024 151,969 2025 148,551 Thereafter 1,452,150 $ 2,218,609 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2020 2019 Billed: Construction services $ 1,391,555 $ 1,321,575 Engineering services 86,264 14,594 Medical revenue 1,157,819 — Retainage receivable 615,136 544,911 Other receivable 180,748 6,000 Total gross receivables 3,431,522 1,887,080 Less: allowance for doubtful accounts (795,914 ) (785,895 ) Total net receivables $ 2,635,608 $ 1,101,185 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contract Assets and Contract Liabilities [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2020 2019 Costs incurred on uncompleted contracts $ 4,572,581 $ 513,558 Estimated earnings to date on uncompleted contracts 872,302 127,032 Gross contract assets 5,444,883 640,590 Less: billings to date (5,916,487 ) (703,532 ) Net contract assets (liabilities) $ (471,604 ) $ (62,942 ) |
Summary of costs included in condensed consolidated balance sheets | 2020 2019 Contract assets $ 1,303,136 $ 106,015 Contract liabilities (1,774,740 ) (168,957 ) Net contract assets (liabilities) $ (471,604 ) $ (62,942 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, plant and equipment [Abstract] | |
Schedule of company's equipment | 2020 2019 Computer equipment and software $ 73,991 $ 18,862 Furniture and other equipment 11,593 1,885 Leasehold improvements 6,071 — Equipment and machinery 1,127,647 — Automobiles 4,638 — Building held for lease 501,336 — Laboratory and temporary units 1,016,238 — Property, plant and equipment 2,741,514 20,747 Less: accumulated depreciation (58,500 ) (9,000 ) Property, plant and equipment, net $ 2,683,014 $ 11,747 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of purchase price | Cash $ 1,059,600 Earnout liability — Settlement of accounts receivable and net contract liabilities (94,980 ) $ 964,620 |
Schedule of purchase price to the assets acquired and liabilities | Cash and cash equivalents $ 316,432 Accounts receivable 252,557 Inventories 130,799 Prepaid expenses and other current assets 7,400 Property, plant and equipment 1,154,818 Right-of-use assets 57,120 Goodwill 85,810 Intangible assets 68,344 Accounts payable and accrued expenses (733,529 ) Assumed liability (285,204 ) Contract liabilities (32,807 ) Lease liability (57,120 ) $ 964,620 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of balance sheet information | Balance Sheet Location December 31, 2020 Operating Leases Right-of-use assets, net $ 1,486,067 Current liabilities Lease liability, current maturities (307,737 ) Non-current liabilities Lease liability, net of current maturities (1,178,458 ) Total operating lease liabilities $ (1,486,195 ) Finance Leases Right-of-use assets $ 51,478 Current liabilities Lease liability, current maturities (18,917 ) Non-current liabilities Lease liability, net of current maturities (31,136 ) Total finance lease liabilities $ (50,053 ) Weighted Average Remaining Lease Term Operating leases 4.66 years Finance leases 2.61 years Weighted Average Discount Rate Operating leases 3% Finance leases 3% |
Schedule of approximate minimum annual rental commitments under non-cancelable leases | Year Ending December 31, Operating Financing Total 2021 $ 348,117 $ 20,160 $ 368,277 2022 348,984 20,160 369,144 2023 330,300 11,760 342,060 2024 324,000 — 324,000 2025 243,000 — 243,000 Total lease payments 1,594,401 52,080 1,646,481 Less: Imputed interest 108,206 2,027 110,233 Present value of lease liabilities $ 1,486,195 $ 50,053 $ 1,536,248 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Summary of company's benefit for income taxes | 2020 2019 Deferred: Federal $ (974,181 ) $ (828,472 ) State and local (567,767 ) 564,363 Total deferred (1,541,948 ) (264,109 ) Total provision (benefit) for income taxes (1,541,948 ) (264,109 ) Less: valuation reserve 1,541,948 264,109 Income tax provision $ — $ — |
Summary of reconciliation of the federal statutory rate | 2020 2019 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 1.1 Goodwill impairment — (9.1 ) Change in state rate — (11.2 ) Less valuation allowance (24.9 ) (1.8 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets (liabilities) | 2020 2019 Net operating loss carryforward $ 4,127,323 $ 2,857,456 Bad debt reserve 197,785 173,840 Employee stock compensation 800,036 445,799 Intangible assets (529,260 ) (502,709 ) Depreciation (44,979 ) (850 ) Accrued expenses 47,184 82,628 Charity 205 181 Net deferred tax asset 4,598,294 3,056,345 Valuation allowance (4,598,294 ) (3,056,345 ) Net deferred tax asset $ — $ — |
Construction Backlog (Tables)
Construction Backlog (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Schedule of backlog of signed construction and engineering contracts | 2020 2019 Balance - beginning of period $ 17,634,261 $ 97,657,379 New contracts and change orders during the period 13,816,785 17,659,053 Adjustments and cancellations, net (27,370 ) (94,697,336 ) Subtotal 31,423,676 20,619,096 Less: contract revenue earned during the period (6,306,215 ) (2,984,835 ) Balance - end of period $ 25,117,461 $ 17,634,261 |
Construction Backlog [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Summary of expects to satisfy remaining unsatisfied performance obligation | 2020 Within 1 year $ 12,261,211 1 to 2 years 12,856,250 Thereafter — Total Backlog $ 25,117,461 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options and Grants [Abstract] | |
Schedule of stock-based compensation expense included in statement of operations | Year Ended December 31, 2020 2019 Payroll and related expenses $ 1,204,095 $ 715,904 Marketing and business development expenses 57,120 13,500 Total $ 1,261,215 $ 729,404 Year Ended December 31, 2020 2019 Stock options $ 10,667 $ 150,580 RSUs 1,250,548 578,824 Total $ 1,261,215 $ 729,404 |
Summary of employee stock option activity | Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2018 55,253 $ 24.80 $ 81.20 8.41 $ — Granted — — — Exercised — — — Cancelled (2,083 ) — — Outstanding – December 31, 2019 53,170 $ 24.80 $ 81.20 7.40 $ — Granted — — — Exercised — — — Cancelled (16,733) — — Outstanding – December 31, 2020 36,437 35.54 78.71 6.34 $ — Exercisable – December 31, 2019 52,649 24.80 81.20 7.39 — Exercisable – December 31, 2020 36,332 $ 24.80 $ 78.67 6.34 $ — |
Schedule of RSU activities | Number of Shares Non-vested balance at January 1, 2020 8,938 Granted 891,157 Vested (368,591 ) Forfeited/Expired (4,000 ) Non-vested balance at December 31, 2020 527,504 |
Description of Business (Detail
Description of Business (Details) - shares | 1 Months Ended | ||
Feb. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Description of Business (Textual) | |||
Common stock, shares issued | 8,596,189 | 1,157,890 | |
Common stock, shares outstanding | 8,596,189 | 1,157,890 | |
Reverse stock split | 1</span>-for-<span style="border-left: none; border-right: none;">20</span>" id="sjs-B6"><span style="border-left: none; border-right: none;">1</span>-for-<span style="border-left: none; border-right: none;">20</span> | ||
IPO [Member] | |||
Description of Business (Textual) | |||
Common stock, shares outstanding | 8,596,189 |
Liquidity (Details)
Liquidity (Details) | Dec. 31, 2020USD ($) |
Liquidity [Line Items] | |
Total Backlog | $ 25,117,461 |
Within 1 year [Member] | |
Liquidity [Line Items] | |
Total Backlog | 12,261,211 |
1 to 2 years [Member] | |
Liquidity [Line Items] | |
Total Backlog | 12,856,250 |
Thereafter [Member] | |
Liquidity [Line Items] | |
Total Backlog |
Liquidity (Details Textual)
Liquidity (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 5 Months Ended | 12 Months Ended | |||
May 31, 2020 | Nov. 30, 2019 | May 31, 2020 | Aug. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liquidity [Abstract] | |||||||
Cash and cash equivalents | $ 13,010,356 | $ 1,625,671 | $ 1,368,395 | ||||
Net proceeds of offering | $ 15,596,141 | $ 1,522,339 | |||||
Net proceeds of approximately | $ 326,000 | $ 1,136,015 | $ 2,117,948 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 8,755,623 | $ 2,984,835 | |
Total revenue by customer type, percentage | 100.00% | 100.00% | |
Government Contract [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 751,697 | ||
Total revenue by customer type, percentage | 9.00% | ||
Hospitality [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 487,111 | ||
Total revenue by customer type, percentage | 6.00% | ||
Multi-Family [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 126,222 | $ 94,178 | |
Total revenue by customer type, percentage | 1.00% | 3.00% | |
Medical (LAX lab testing) [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 4,241,500 | ||
Total revenue by customer type, percentage | 49.00% | ||
Medical (modular structures) [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 778,883 | ||
Total revenue by customer type, percentage | 9.00% | ||
Office [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 191,505 | $ 1,468,734 | |
Total revenue by customer type, percentage | 2.00% | 49.00% | |
Retail [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 427,444 | $ 1,413,669 | |
Total revenue by customer type, percentage | 5.00% | 48.00% | |
School [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 36,500 | ||
Total revenue by customer type, percentage | |||
Special Use [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | $ 1,414,761 | $ 6,812 | |
Total revenue by customer type, percentage | 16.00% | ||
Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue by customer type | [1] | $ 300,000 | $ 1,442 |
Total revenue by customer type, percentage | [1] | 3.00% | |
[1] | Construction fee of $300,000 with no cost of revenue during 2020. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Dec. 31, 2020USD ($) |
Accounting Policies [Abstract] | |
2019 | $ 158,793 |
2020 | 154,470 |
2021 | 152,676 |
2022 | 151,969 |
2023 | 148,551 |
Thereafter | 1,452,150 |
Total | $ 2,218,609 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of financial assets and liabilities measured at fair value on a recurring basis | ||
Short-term investment | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) | Oct. 09, 2019shares | Jun. 05, 2019shares | Sep. 30, 2021shares | Sep. 30, 2020shares | Aug. 27, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)Customer | May 31, 2020 | Nov. 12, 2019 | Dec. 31, 2018USD ($) |
Summary of Significant Accounting Policies (Textual) | ||||||||||
Net loss attributable to noncontrolling interests | $ 184,567 | |||||||||
Intangible assets identified bankruptcy proceedings, description | Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $5,300 of website costs that are being amortized over 5 years. | |||||||||
Warranty offered on completed contracts | 1 year | |||||||||
Inventory | $ 778,144 | |||||||||
Restricted stock or options issued, shares | shares | 2,500 | 9,189 | 200,000 | |||||||
Goodwill impairment | 2,938,653 | |||||||||
Accumulated amortization | 649,855 | 1,614,315 | ||||||||
Amortization expense | 148,541 | 145,124 | ||||||||
Short-term investment | 0 | 0 | ||||||||
Cash and cash equivalents | 13,010,356 | 1,625,671 | $ 1,368,395 | |||||||
Accounts receivable balance | 306,143 | |||||||||
Reimbursement from licensee for project costs | 102,217 | |||||||||
Deferred contract costs | $ 203,926 | |||||||||
Interest rate | 50.00% | 100.00% | 22.00% | |||||||
Description of restricted shares refusal agreement | The event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provides for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. | |||||||||
Common stock vest and be issued shares | shares | 1,250 | |||||||||
Residential units | shares | 100 | |||||||||
Commercial units | shares | 1,100 | |||||||||
Total cost | $ 16,900,000 | |||||||||
Accumulated amortization | 40,786 | 10,196 | ||||||||
General and administrative expenses | $ 50,981 | |||||||||
License consideration, description | In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5 | |||||||||
Operating cycle | The length of the Company’s contracts varies, but is typically between six to twelve months. | |||||||||
Construction fee | $ 300,000 | |||||||||
Revenue related to products | 250,000 | |||||||||
Revenue related to other activities | 2,150,323 | |||||||||
Revenue recognized | 4,057,086 | $ 4,698,537 | ||||||||
Repayments of Debt | $ 965,561 | |||||||||
Forecast [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Common stock remaining vest and be issued shares | shares | 1,250 | |||||||||
Original Agreement [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Concentration risk, percentage | 50.00% | |||||||||
General and administrative expenses | $ 40,786 | |||||||||
Computer and software [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 3 years | |||||||||
Computer and software [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 5 years | |||||||||
Other Machinery and Equipment [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 5 years | |||||||||
Other Machinery and Equipment [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 7 years | |||||||||
Automobiles [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 2 years | |||||||||
Automobiles [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 5 years | |||||||||
Equipment [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 5 years | |||||||||
Equipment [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 29 years | |||||||||
Construction Materials [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Inventory | $ 4,429 | |||||||||
Medical Equipment [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Construction fee | $ 773,715 | |||||||||
Building [Member] | Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 5 years | |||||||||
Building [Member] | Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Estimated useful lives | 7 years | |||||||||
Accounts receivable [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Concentration risk, percentage | 79.00% | 92.00% | ||||||||
Accounts receivable balance | $ 420,773 | |||||||||
Revenue [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Concentration risk, percentage | 61.00% | 78.00% | ||||||||
Number of customers | Customer | 3 | |||||||||
Revenue recognized | $ 641,178 | |||||||||
Cost of revenue [Member] | ||||||||||
Summary of Significant Accounting Policies (Textual) | ||||||||||
Concentration risk, percentage | 10.00% | 74.00% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of accounts receivable | ||
Total gross receivables | $ 3,431,522 | $ 1,887,080 |
Less: allowance for doubtful accounts | (795,914) | (785,895) |
Total net receivables | 2,635,608 | 1,101,185 |
Construction service [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 1,391,555 | 1,321,575 |
Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 86,264 | 14,594 |
Medical [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 1,157,819 | |
Retainage receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 615,136 | 544,911 |
Other receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 180,748 | $ 6,000 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable [Abstract] | ||
Allowances for doubtful accounts | $ 795,914 | $ 785,895 |
Provision for doubtful accounts | $ 10,018 | $ (54,000) |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 4,572,581 | $ 513,558 |
Estimated earnings to date on uncompleted contracts | 872,302 | 127,032 |
Gross contract assets | 5,444,883 | 640,590 |
Less: billings to date | (5,916,487) | (703,532) |
Net contract assets (liabilities) | $ (471,604) | $ (62,942) |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Contract assets | $ 1,303,136 | $ 106,015 |
Contract liabilities | (1,774,740) | (168,957) |
Net contract assets (liabilities) | $ (471,604) | $ (62,942) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of company's equipment | ||
Property, plant and equipment, gross | $ 2,741,514 | $ 20,747 |
Less: accumulated depreciation | (58,500) | (9,000) |
Property, plant and equipment, net | 2,683,014 | 11,747 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 73,991 | 18,862 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 11,593 | 1,885 |
Leasehold Improvements [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 6,071 | |
Machinery and Equipment [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 1,127,647 | |
Automobiles [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 4,638 | |
Building held for lease [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | 501,336 | |
Laboratory and temporary units [Member] | ||
Schedule of company's equipment | ||
Property, plant and equipment, gross | $ 1,016,238 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment (Textual) | ||
Depreciation expense | $ 50,655 | $ 9,621 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | |||||
May 31, 2020 | Apr. 30, 2020 | Jan. 21, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | |
Notes Recievable [Line Items] | ||||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Oct. 29, 2024 | Jun. 21, 2023 | ||
Notes Receivable [Member] | ||||||
Notes Recievable [Line Items] | ||||||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | ||||
Interest rate | 5.00% | 5.00% | ||||
Company Note [Member] | ||||||
Notes Recievable [Line Items] | ||||||
Advances in note receivable | $ 250,000 | |||||
Loaned amount | $ 250,000 | |||||
Company Note [Member] | Notes Receivable [Member] | ||||||
Notes Recievable [Line Items] | ||||||
Advances in note receivable | $ 400,000 | |||||
Loaned amount | 400,000 | |||||
Galvin Note [Member] | Notes Receivable [Member] | ||||||
Notes Recievable [Line Items] | ||||||
Advances in note receivable | 100,000 | |||||
Loaned amount | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Feb. 04, 2020 | May 31, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 12, 2019 | Oct. 09, 2019 |
Notes Payable [Line Items] | |||||||||
Aggregate principal amount | $ 200,000 | ||||||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Oct. 29, 2024 | Jun. 21, 2023 | |||||
Interest rate | 100.00% | 22.00% | 50.00% | ||||||
Investor [Member] | |||||||||
Notes Payable [Line Items] | |||||||||
Notes issued | 200,000 | ||||||||
Unpaid accrued interest | $ 6,263 | ||||||||
Conversion of Stock, Shares Converted | 73,665 | ||||||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||||
Notes Payable [Line Items] | |||||||||
Aggregate principal amount | $ 200,000 | ||||||||
Interest rate | 9.00% |
Business Combination (Details)
Business Combination (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combinations [Abstract] | |
Cash | $ 1,059,600 |
Earnout liability | |
Settlement of accounts receivable and net contract liabilities | (94,980) |
Purchase consideration | $ 964,620 |
Business Combination (Details 1
Business Combination (Details 1) | Dec. 31, 2020USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 316,432 |
Accounts receivable | 252,557 |
Inventories | 130,799 |
Goodwill | 85,810 |
Prepaid expenses and other current assets | 7,400 |
Property, plant and equipment | 1,154,818 |
Right-of-use assets | 57,120 |
Intangible assets | 68,344 |
Accounts payable and accrued expenses | (733,529) |
Assumed liability | (285,204) |
Contract liabilities | (32,807) |
Lease liability | (57,120) |
Total | $ 964,620 |
Business Combination (Detail Te
Business Combination (Detail Textual) - USD ($) | Dec. 31, 2020 | Sep. 17, 2020 |
Business Combinations [Abstract] | ||
Cash | $ 1,059,600 | |
Initial contingent consideration liability | $ 0 |
Leases (Details)
Leases (Details) | Dec. 31, 2020USD ($) |
Operating Leases | |
Right of use assets, net | $ 1,486,067 |
Current liabilities | (307,737) |
Non-current liabilities | (1,178,458) |
Total operating lease liabilities | (1,486,195) |
Finance Leases | |
Right of use assets | 51,478 |
Current liabilities | (18,917) |
Non-current liabilities | (31,136) |
Total finance lease liabilities | $ (50,053) |
Weighted Average Discount Rate | |
Operating leases | 3.00% |
Finance leases | 3.00% |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 368,277 |
2022 | 369,144 |
2023 | 342,060 |
2024 | 324,000 |
Thereafter | 243,000 |
Total lease payments | 1,646,481 |
Less: Imputed interest | 110,233 |
Present value of lease liabilities | 1,536,248 |
Operating | |
2021 | 348,117 |
2022 | 348,984 |
2023 | 330,300 |
2024 | 324,000 |
Thereafter | 243,000 |
Total lease payments | 1,594,401 |
Less: Imputed interest | 108,206 |
Present value of lease liabilities | 1,486,195 |
Financing | |
2021 | 20,160 |
2022 | 20,160 |
2023 | 11,760 |
2024 | |
Thereafter | |
Total lease payments | 52,080 |
Less: Imputed interest | 2,027 |
Present value of lease liabilities | $ 50,053 |
Leases (Details Textual)
Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Leases, description | The leases have remaining lease terms of two and a half years to five years. The plant lease includes an option to extend the lease for up to five years. |
Operating lease for office space | $ 1,683,000 |
Convertible Debentures (Details
Convertible Debentures (Details Textual) - USD ($) | Nov. 12, 2019 | Dec. 31, 2020 | May 31, 2020 | Oct. 09, 2019 |
Convertible Debentures (Textual) | ||||
Original issue discount | 22.00% | 100.00% | 50.00% | |
Debt conversion, converted instrument, shares issued | 5,404 | |||
Percentage of exercise price | 9.00% | |||
Common stock as compensation | 5,404 | |||
Securities Purchase Agreement [Member] | ||||
Convertible Debentures (Textual) | ||||
Received net proceeds | $ 326,250 | |||
Maximum principal amount | 480,770 | |||
Debt conversion, converted instrument amount | $ 375,000 | |||
Redemption of debenture, description | <span style="border-left: none; border-right: none;">120</span></span>%, and with interest accruing at <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;">24</span></span>% from the maturity date. As of December 13, 2019 the Debenture was paid back in full to the investor. " id="sjs-B12" xml:space="preserve">The Company had the right to redeem all or a portion of the outstanding principal of the Debenture (i) prior to the maturity date without interest and with no conversion by the investor and (ii) after the maturity date at a premium of <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;">120</span></span>%, and with interest accruing at <span style="border-left: none; border-right: none;"><span style="border-left: none; border-right: none;">24</span></span>% from the maturity date. As of December 13, 2019 the Debenture was paid back in full to the investor. | |||
Conversion of debenture to shares, description | The Debenture was convertible into shares of the Company’s common stock only upon (i) the occurrence of an Event of Default (as defined in the Debenture) or (ii) at maturity in the event any principal remains outstanding, at a conversion price equal to the lower of (x) 67.5% of the lowest daily VWAPs of the common stock during the five consecutive trading days immediately preceding the Event of Default or date of maturity or (y) if the Debenture was not fully paid as of the Maturity, the lowest daily VWAP during the ten (10) consecutive trading days immediately preceding the date of the applicable Conversion, and based on a conversion amount determined by the product of (x) the portion of the principal and accrued interest to be converted and (y) 120% or (y) if the Debenture was not fully paid as of the Maturity Date and no conversions have been effected under the Debenture, the lowest daily VWAP during the ten (10) consecutive Trading Days immediately preceding the date of the applicable Conversion; provided, however, that the Company will not issue any shares of common stock upon conversion of the Debenture if the investor would exceed the aggregate number of shares of common stock which the Company may issue upon conversion or exercise (as the case may be) of the Debenture without breaching the Company’s obligations under the rules or regulations of the Nasdaq Stock Market, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d) (which currently limit such issuance to 60,048 shares, which is 19.99% of the Company’s outstanding shares as of the date hereof). In addition, subject to limited exceptions, the investor did not have the right to convert any portion of the Debenture if the investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion and under no circumstances could convert the Debenture if the investor, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. | |||
Placement Agency Agreement [Member] | ||||
Convertible Debentures (Textual) | ||||
Original issue discount | 9.00% | |||
Expense fee | $ 15,000 | |||
Percentage of exercise price | 110.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred: | ||
Federal | $ (974,181) | $ (828,472) |
State and local | (567,767) | 564,363 |
Total deferred | (1,541,948) | (264,109) |
Total provision (benefit) for income taxes | (1,541,948) | (264,109) |
Less: valuation reserve | (1,541,948) | 264,109 |
Income tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of reconciliation of the federal statutory rate | ||
Benefit for income taxes at federal statutory rate | 21.00% | 21.00% |
State and local income taxes, net of federal benefit | 3.90% | 1.10% |
Goodwill impairment | (9.10%) | |
Differences attributable to change in state business apportionment | (11.20%) | |
Less valuation allowance | (24.90%) | (1.80%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | $ 4,127,323 | $ 2,857,456 |
Bad debt reserve | 197,785 | 173,840 |
Employee stock compensation | 800,036 | 445,799 |
Intangible assets | (529,260) | (502,709) |
Depreciation | (44,979) | (850) |
Accrued expenses | 47,184 | 82,628 |
Charity | 205 | 181 |
Net deferred tax asset | 4,598,294 | 3,056,345 |
Valuation allowance | (4,598,294) | (3,056,345) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Textual) | ||
Reconciliation of federal statutory rate | 0.00% | 0.00% |
Effective state and local tax rate | 3.90% | 1.10% |
Valuation allowance | $ 1,541,948 | $ 264,109 |
Net operating loss carry forward | $ 16,600,000 | $ 5.5 |
Net operating loss expiration date | Dec. 31, 2037 | |
Unrecognized tax benefits | $ 0 | |
Future taxable income percentage | 80.00% | |
Future taxable income temporarily removed percentage | 80.00% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Non-employees [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 36,436 | 53,170 |
Non-Director [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 884,343 | 21,859 |
RSUs [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 353,190 | 53,189 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Construction Backlog [Abstract] | ||
Balance - beginning of period | $ 17,634,261 | $ 97,657,379 |
New contracts and change orders during the period | 13,816,785 | 17,659,053 |
Adjustments and cancellations, net | (27,370) | (94,697,336) |
Construction backlog, gross | 31,423,676 | 20,619,096 |
Less: contract revenue earned during the period | (6,306,215) | (2,984,835) |
Balance - end of period | $ 25,117,461 | $ 17,634,261 |
Construction Backlog (Details 1
Construction Backlog (Details 1) | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | $ 25,117,461 |
Within 1 year [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | 12,261,211 |
1 to 2 years [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog | 12,856,250 |
Thereafter [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total Backlog |
Construction Backlog (Details T
Construction Backlog (Details Textual) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($)Item | Sep. 30, 2020USD ($)Item | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)Item | Jun. 30, 2019USD ($) | Dec. 31, 2020USD ($)Item | |
Construction Backlog (Textual) | ||||||
Total Backlog | $ 25,117,461 | $ 25,117,461 | ||||
Construction backlog contract amount | $ 2,400,000 | $ 25,000,000 | $ 17,000,000 | |||
Number of large contracts | Item | 3 | 2 | 2 | 1 | ||
Contract Two [Member] | ||||||
Construction Backlog (Textual) | ||||||
Construction backlog contract amount | $ 800,000 | $ 2,950,000 | ||||
Contract One [Member] | ||||||
Construction Backlog (Textual) | ||||||
Construction backlog contract amount | 2,700,000 | $ 4,000,000 | ||||
Contract Three [Member] | ||||||
Construction Backlog (Textual) | ||||||
Construction backlog contract amount | $ 700,000 | |||||
Exclusive License Agreement Member | Contract Two [Member] | ||||||
Construction Backlog (Textual) | ||||||
Construction backlog contract amount | $ 15,000,000 | |||||
Exclusive License Agreement Member | Contract One [Member] | ||||||
Construction Backlog (Textual) | ||||||
Construction backlog contract amount | $ 55,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 15, 2020 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 05, 2019 | Jun. 04, 2019 |
Stockholders' Equity (Textual) | ||||||||||||
Issued shares of common stock | 6,900,000 | 6,000,000 | 440,000 | 45,000 | ||||||||
Common stock, per share | $ 17 | $ 100 | ||||||||||
Issuance costs of offering | $ 176,771 | |||||||||||
Underwriting discounts and commissions and other offering expenses | $ 15,596,141 | $ 1,522,339 | ||||||||||
Debt Issuance Costs, Net | $ 1,653,859 | $ 347,661 | ||||||||||
Warrants to purchase of common stock | 563 | |||||||||||
Common stock issued upon conversion | 8,321 | |||||||||||
Exercise of stock options, Shares | ||||||||||||
Aggregate amount of conversion | $ 2,117,948 | |||||||||||
Common stock exercise price | $ 0.01 | |||||||||||
Shares of common stock | 900,000 | |||||||||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | |||||||
Options granted to purchase common stock | 900,000 | |||||||||||
Common stock to the underwriter | 300,000 | |||||||||||
Purchase Agreement [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Issued shares of common stock | 42,388 | |||||||||||
Common stock, per share | $ 22 | |||||||||||
Issuance costs of offering | $ 379,816 | |||||||||||
Warrants to purchase of common stock | 4,239 | |||||||||||
IPO [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Issued shares of common stock | 857,500 | 2,250 | 11,250 | 75,000 | ||||||||
Common stock, per share | $ 2.50 | $ 4.25 | $ 3 | $ 100 | $ 3 | |||||||
Issuance costs of offering | $ 454,552 | $ 1,388,615 | ||||||||||
Warrants issued | $ 3,750 | |||||||||||
Issued warrants | 55,475 | |||||||||||
Common stock issued upon conversion | 90,084 | |||||||||||
Common Stock Issued Under Underwriting Agreement Member | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Issuance costs of offering | $ 181,695 | |||||||||||
New Preferred Stock [Member] | ||||||||||||
Stockholders' Equity (Textual) | ||||||||||||
Issued shares of common stock | 25,833 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | ||||||
May 31, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | Dec. 31, 2020 | Dec. 09, 2020 | May 15, 2020 | |
Warrants (Textual) | |||||||
Aggregate purchase warrants | 300,000 | ||||||
Common stock exercise price | $ 3.14 | $ 6.10 | $ 3.28 | ||||
Maturity date | May 5, 2025 | Aug. 29, 2024 | Oct. 29, 2024 | Jun. 21, 2023 | |||
Shares of common stock | 900,000 | ||||||
October 29, 2019 and expire October 29, 2024 [Member] | |||||||
Warrants (Textual) | |||||||
Aggregate purchase warrants | 42,388 | ||||||
Common stock exercise price | $ 27.50 | ||||||
October 29, 2019 and expire April 24, 2024 [Member] | |||||||
Warrants (Textual) | |||||||
Aggregate purchase warrants | 4,239 | ||||||
Common stock exercise price | $ 27.50 | ||||||
February 1, 2020 and expire August 29, 2024 [Member] | |||||||
Warrants (Textual) | |||||||
Aggregate purchase warrants | 2,250 | ||||||
Common stock exercise price | $ 21.25 | ||||||
June 21, 2018 and expire June 21, 2023 [Member] | |||||||
Warrants (Textual) | |||||||
Aggregate purchase warrants | 4,313 | ||||||
Common stock exercise price | $ 125 | ||||||
Fair value of warrants | $ 63,796 | ||||||
Warrants [Member] | |||||||
Warrants (Textual) | |||||||
Maturity date | Apr. 24, 2024 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation Expense | ||
Total | $ 1,261,215 | $ 729,404 |
Stock options [Member] | ||
Stock-Based Compensation Expense | ||
Total | 10,667 | 150,580 |
RSUs [Member] | ||
Stock-Based Compensation Expense | ||
Total | 1,250,548 | 578,824 |
Share-based Payment Arrangement [Member] | ||
Stock-Based Compensation Expense | ||
Total | 1,261,215 | 729,404 |
Share-based Payment Arrangement [Member] | Payroll and related expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | 1,204,095 | 715,904 |
Share-based Payment Arrangement [Member] | Marketing and business development expenses [Member] | ||
Stock-Based Compensation Expense | ||
Total | $ 57,120 | $ 13,500 |
Share-based Compensation (Det_2
Share-based Compensation (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Outstanding, Beginning balance | 53,170 | 55,253 |
Shares, Granted | ||
Shares, Exercised | ||
Shares, Cancelled | (16,733) | (2,083) |
Shares Outstanding, Ending balance | 36,437 | 53,170 |
Shares, Exercisable | 36,332 | 52,649 |
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 24.80 | $ 24.80 |
Weighted Average Fair Value Per Share, Granted | ||
Weighted Average Fair Value Per Share, Exercised | ||
Weighted Average Fair Value Per Share, Cancelled | ||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | 24.80 | |
Weighted Average Fair Value Per Share, Exercisable | 24.80 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 81.20 | 81.20 |
Weighted Average Exercise Price Per Share, Granted | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Cancelled | ||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 81.20 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 81.20 | |
Weighted Average Remaining Terms (in years), Outstanding, Beginning balance | 7 years 4 months 24 days | 8 years 4 months 28 days |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | ||
Weighted Average Remaining Terms (in years), Exercisable | 7 years 4 months 20 days | |
Aggregate intrinsic Value, Outstanding, Beginning balance | ||
Aggregate Intrinsic Value, Outstanding, Ending balance | ||
Aggregate Intrinsic Value, Exercisable |
Share-based Compensation (Det_3
Share-based Compensation (Details 3) - RSUs [Member] | 12 Months Ended |
Dec. 31, 2020shares | |
Stock Options and Grants [Abstract] | |
Number of Shares, Non-vested beginning | 8,938 |
Number of Shares, Granted | 891,157 |
Number of Shares, Vested | (368,591) |
Number of Shares, Forfeited/Expired | (4,000) |
Number of Shares, Non-vested ending | 527,504 |
Share-based Compensation (Det_4
Share-based Compensation (Details Textual) | Dec. 09, 2020$ / sharesshares | Nov. 11, 2020$ / sharesshares | Sep. 23, 2020$ / sharesshares | Apr. 14, 2020USD ($)$ / sharesshares | Oct. 09, 2019shares | Jun. 05, 2019$ / sharesshares | Jan. 15, 2019 | Aug. 27, 2020shares | Dec. 31, 2019USD ($) | Mar. 22, 2019Employee$ / sharesshares | Feb. 26, 2019 | Mar. 31, 2018$ / shares | Jan. 30, 2017USD ($)$ / shares | Jan. 20, 2017shares | Oct. 26, 2016shares | Sep. 30, 2017USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | May 31, 2020$ / shares | Mar. 31, 2017$ / shares |
Stock Options and Grants (Textual) | ||||||||||||||||||||
Stock-based compensation | $ | $ 1,261,215 | $ 729,404 | ||||||||||||||||||
Restricted stock or options issued, shares | shares | 2,500 | 9,189 | 200,000 | |||||||||||||||||
Recognized stock-based compensation expense | $ | $ 150,580 | 10,667 | ||||||||||||||||||
Unrecognized compensation costs | $ | $ 2,667 | |||||||||||||||||||
Fair value of stock price | $ 3.28 | $ 6.10 | $ 3.14 | |||||||||||||||||
Granted options to purchase | shares | ||||||||||||||||||||
Exercise price | $ 16.40 | |||||||||||||||||||
Options vested, description | These options vest in equal quarterly installments over either a two-year and three-year period and will fully vest by the end of March 31, 2021. | |||||||||||||||||||
Number of employees | Employee | 6 | |||||||||||||||||||
Description of restricted stock units granted | The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | Total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. | ||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Stock-based compensation | $ | $ 1,250,548 | $ 578,824 | ||||||||||||||||||
Restricted stock or options issued, shares | shares | 15,703 | |||||||||||||||||||
Exercise price | $ 54 | |||||||||||||||||||
Recognized stock-based compensation expense accrued | $ | $ 0 | $ 217,256 | ||||||||||||||||||
Description of restricted stock units granted | Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. | |||||||||||||||||||
Paul Galvin [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Restricted stock or options issued, shares | shares | 372,000 | 35,331 | ||||||||||||||||||
Description of restricted stock units granted | Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. | Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. | ||||||||||||||||||
Mahesh Shetty [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Exercise price | $ 4.61 | |||||||||||||||||||
Stevan Armstrong [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Restricted stock or options issued, shares | shares | 425,000 | |||||||||||||||||||
Fair value of stock price | $ 1.81 | |||||||||||||||||||
Description of restricted stock units granted | Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Exercise price | $ 4.61 | |||||||||||||||||||
Non-employee director [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Restricted stock or options issued, shares | shares | 46,826 | 12,000 | ||||||||||||||||||
Fair value of stock price | $ 2.39 | $ 4.76 | ||||||||||||||||||
Fair value of options | $ | $ 57,120 | |||||||||||||||||||
Description of restricted stock units granted | The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | |||||||||||||||||||
2016 Plan [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Restricted stock or options issued, shares | shares | 1,000,000 | 25,000 | ||||||||||||||||||
Common stock available for issuance, shares | shares | 179,547 | |||||||||||||||||||
2016 Plan One [Member] | Paul Galvin [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Exercise price | $ 3 | |||||||||||||||||||
Fair value of options | $ | $ 316,599 | $ 370,558 | ||||||||||||||||||
2016 Plan One [Member] | Mahesh Shetty [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Public offering price | $ 5 | |||||||||||||||||||
2016 Plan One [Member] | Stevan Armstrong [Member] | ||||||||||||||||||||
Stock Options and Grants (Textual) | ||||||||||||||||||||
Exercise price | $ 3 | |||||||||||||||||||
Fair value of options | $ | $ 316,599 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 14, 2021 | Feb. 11, 2020 | Sep. 12, 2018 | Apr. 30, 2020 | Jan. 31, 2020 | Jan. 31, 2019 | Jun. 15, 2020 | Jun. 21, 2019 |
Other Commitments [Line Items] | ||||||||
Damages sought value | $ 2,861,401.66 | $ 761,401.66 | $ 2,100,000 | |||||
Description of claimed amount | the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance | |||||||
Unpaid wages | $ 372,638 | $ 30,428.71 | ||||||
severance | $ 300,000 | $ 300,000 | ||||||
Description of commitments | provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. | |||||||
Subsequent Event [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Description of commitments | two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.</span>" id="sjs-B10">The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment <span style="color: #000000;">two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.</span> |
Subsequent Event (Details)
Subsequent Event (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Subsequent Event [Line Items] | |
Proceeds from the exercise of warrants | $ | $ 703,437 |
Shares of common stock | shares | 225,100 |
SGB Development Corp. [Member] | |
Subsequent Event [Line Items] | |
Subsequent event, description | the Company has formed SGB Development Corp. (“Development”). Development will provide real property development to low and moderate income housing. The projects for Development will be built by SG Echo. In addition, Development has entered into a contract to acquire and develop an approximately 7-acre site in Austin, Texas, which is expected to yield a maximum of 225 condo units. |
Echo’s real estate holdings [Member] | |
Subsequent Event [Line Items] | |
Subsequent event, description | The Company executed our option to acquire Echo’s real estate holdings in Durant, OK, consisting of a<span> </span></span><span>19</span><span style="color: #000000; font-family: 'Times New Roman', serif; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 48px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">-acre site and all of its structures and we expect to close on the Echo site in the second quarter of<span> </span></span><span>2021</span><span style="color: #000000; font-family: 'Times New Roman', serif; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 48px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">.</span>" id="sjs-B11"><span style="color: #000000; font-family: 'Times New Roman', serif; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 48px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">The Company executed our option to acquire Echo’s real estate holdings in Durant, OK, consisting of a<span> </span></span><span>19</span><span style="color: #000000; font-family: 'Times New Roman', serif; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 48px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">-acre site and all of its structures and we expect to close on the Echo site in the second quarter of<span> </span></span><span>2021</span><span style="color: #000000; font-family: 'Times New Roman', serif; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: justify; text-indent: 48px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important;">.</span> |