Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Workhorse Group Inc. |
Entity Central Index Key | 1,425,287 |
Trading Symbol | WKHS |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 41,126,934 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 9,839,977 | $ 469,570 |
Accounts receivable | 225,000 | 628,700 |
Lease receivable current | 57,060 | 98,400 |
Inventory | 7,468,333 | 2,464,835 |
Prepaid expenses and deposits | 1,901,350 | 255,163 |
Current assets, Total | 19,491,720 | 3,916,668 |
Property, plant and equipment, net | 5,673,044 | 6,002,631 |
Lease receivable long-term | 227,341 | 320,494 |
Assets, Total | 25,392,105 | 10,239,793 |
Current liabilities: | ||
Accounts payable | 10,111,256 | 3,923,758 |
Accounts payable, related parties | 146,854 | 101,339 |
Shareholder advances | 7,000 | 229,772 |
Current portion of long-term debt | 61,484 | 79,521 |
Current liabilities, Total | 10,326,594 | 4,334,390 |
Long-term debt | 2,037,118 | 2,088,429 |
Stockholders' equity (deficit): | ||
Series A preferred stock, par value of $.001 per share 75,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2017 and December 31, 2016 | ||
Common stock, par value of $.001 per share 100,000,000 shares authorized, 41,126,934 shares issued and outstanding at September 30, 2017 and 27,578,864 shares issued and outstanding at December 31, 2016 | 41,126 | 27,579 |
Additional paid-in capital | 105,848,374 | 66,862,608 |
Accumulated deficit | (92,861,107) | (63,073,213) |
Stockholders' equity (deficit), Total | 13,028,393 | 3,816,974 |
Liabilities and Stockholders' Equity (Deficit), Total | $ 25,392,105 | $ 10,239,793 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Series A preferred stock, par value | $ 0.001 | $ 0.001 |
Series A preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Series A preferred stock, shares issued | 0 | 0 |
Series A preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,126,934 | 27,578,864 |
Common stock, shares outstanding | 41,126,934 | 27,578,864 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Sales | $ 3,285,000 | $ 1,906,000 | $ 5,333,037 | $ 3,376,600 |
Cost of Sales | 7,558,082 | 4,173,364 | 12,866,095 | 6,932,416 |
Gross loss | (4,273,082) | (2,267,364) | (7,533,058) | (3,555,816) |
Operating Expenses | ||||
Selling, general and administrative | 3,283,196 | 1,968,260 | 8,031,368 | 4,755,642 |
Research and development | 5,084,419 | 1,024,470 | 14,139,074 | 4,224,208 |
Total operating expenses | 8,367,615 | 2,992,730 | 22,170,442 | 8,979,850 |
Interest expense, net | 26,891 | 2,765 | 84,394 | 43,035 |
Net loss | $ (12,667,588) | $ (5,262,859) | $ (29,787,894) | $ (12,578,701) |
Basic and diluted loss per share | $ (0.35) | $ (0.25) | $ (0.83) | $ (0.61) |
Weighted average number of common shares outstanding | 35,930,125 | 20,665,480 | 35,930,125 | 20,665,480 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (29,787,894) | $ (12,578,701) |
Adjustments to reconcile net loss from operations to cash used by operations: | ||
Depreciation | 415,163 | 286,316 |
Stock based compensation | 1,076,120 | 853,609 |
Write down of inventory | 78,917 | |
Accounts receivable | 403,700 | (536,600) |
Inventory | (5,003,498) | (3,568,972) |
Prepaid expenses and deposits | (1,646,187) | 733,469 |
Accounts payable | 6,187,498 | 1,737,918 |
Accounts payable, related parties | 72,242 | (343,638) |
Net cash used by operations | (28,282,856) | (13,337,682) |
Cash flows from investing activities: | ||
Capital expenditures | (85,576) | (148,095) |
Proceeds from lease receivable | 134,493 | |
Net cash provided by (used in) investing activities | 48,917 | (148,095) |
Cash flows from financing activities: | ||
Payments on long-term debt | (69,348) | |
Conversion of note payable | (2,722,500) | |
Shareholder advances, net of repayments | 7,000 | 1,309,073 |
Issuance of common and preferred stock | 37,032,831 | |
Exercise of warrants and options | 633,863 | 10,271,294 |
Net cash provided by financing activities | 37,604,346 | 8,857,867 |
Change in cash and cash equivalents | 9,370,407 | (4,627,910) |
Cash at the beginning of the period | 469,570 | 7,677,163 |
Cash at the end of the period | $ 9,839,977 | $ 3,049,253 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental disclosure of non-cash activities: | ||
Shareholder advances | $ 229,772 | |
Accrued interests | 26,727 | |
Common stock | 172 | |
Additional paid-in capital | $ 256,327 | |
Notes payable | $ 13,534,426 | |
Accounts payable | 112,487 | |
Prepaid expenses related to PPM offering | $ 2,271,637 | |
Cashless exercises of stock options | 25,995 | |
Common stock, par value | $ 0.001 |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES The following accounting principles and practices are set forth to facilitate the understanding of data presented in the financial statements: Nature of operations and principles of consolidation Workhorse Group Inc. (Workhorse, the Company, we, us or our) is a technology company focused on providing sustainable and cost-effective solutions to the commercial transportation sector. As an American manufacturer, we design and build high performance battery-electric vehicles and aircraft that make movement of people and goods more efficient and less harmful to the environment. As part of the Company’s solution, it also develops cloud-based, real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. Although the Company operates as a single unit through its subsidiaries, it approaches its development through two divisions, Automotive and Aviation. The Company’s core products, under development and/or in manufacture, are the medium duty step van, the light duty pickup, the delivery drone and the manned multicopter. Workhorse, formerly known as Title Starts Online, Inc. and AMP Holding Inc., was incorporated in the State of Nevada in 2007 with $3,100 of capital from the issuance of common shares to the founding shareholder. On August 11, 2008, the Company received a Notice of Effectiveness from the U.S. Securities and Exchange Commission, and on September 18, 2008, the Company closed a public offering in which it accepted subscriptions for an aggregate of 200,000 shares of its common stock, raising $50,000 less offering costs of $46,234. With this limited capital, the Company did not commence operations and remained a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). On December 28, 2009, the Company entered into and closed a Share Exchange Agreement with the Shareholders of Advanced Mechanical Products, Inc. (n/k/a Workhorse Technologies, Inc.) (AMP or Workhorse Technologies) pursuant to which the Company acquired 100% of the outstanding securities of AMP in exchange for 14,890,904 shares of the Company’s common stock. Considering that, following the merger, the AMP Shareholders control the majority of the outstanding voting common stock of the Company, and effectively succeeded the Company’s otherwise minimal operations to those that are AMP. AMP is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of AMP securities for net monetary assets of the Company, which are de minimis, accompanied by a recapitalization. Accordingly, goodwill or other intangible assets have not been recognized in connection with this reverse merger transaction. AMP is the surviving entity and the historical financials following the reverse merger transaction will be those of AMP. The Company was a shell company immediately prior to the acquisition of AMP pursuant to the terms of the Share Exchange Agreement. As a result of such acquisition, the Company operations were now focused on the design, marketing and sale of vehicles with an all-electric power train and battery systems. Consequently, we believe the acquisition has caused the Company to cease to be a shell Company as it had operations following the acquisition. The Company formally changed its name to AMP Holding Inc. on May 24, 2010. Since the acquisition, the Company has devoted the majority of its resources to the development of an all-electric drive system capable of moving heavy large vehicles ranging from full size SUV’s up to and including Medium Duty Commercial trucks. Additionally, in February 2013, the Company formed a new wholly owned subsidiary, Workhorse Motor Works Inc. (f/k/a AMP Trucks Inc.), an Indiana corporation. On March 13, 2013, Workhorse Motor Works Inc. closed on the acquisition of assets from Workhorse Custom Chassis, LLC. The assets included in this transaction included: The Workhorse brand, access to the dealer network of 440 dealers nationwide, intellectual property, and all physical assets which included the approximately 250,000 sq. ft. of facilities on 48 acres of land in Union City, Indiana. This acquisition allows the Company to position itself as a medium duty OEM capable of producing new chassis with electric, propane, compressed natural gas, and hybrid configurations, as well as gasoline drive systems. On April 16, 2015, the Company filed Articles of Merger with the Secretary of State of the State of Nevada to change the name from “AMP Holding Inc.” to “Workhorse Group Inc.”. The Company believes that this change will allow investors, customers and suppliers to better associate the Company with the Workhorse brand, which is well known in the market. The consolidated financial statements include Workhorse Group Inc. and its wholly owned subsidiaries, together referred as “The Company”. Intercompany transactions and balances are eliminated in consolidation. The Company’s wholly owned subsidiaries include Workhorse Technologies Inc., Workhorse Motor Works Inc. and Workhorse Properties Inc. Basis of presentation The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and a history of negative working capital and stockholders’ deficits. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which, in turn, is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and successfully carry out its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary, should the Company not continue as a going concern. The Company has continued to raise capital. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue, provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing from the sale of common stock, preferred stock, and/or convertible debentures. Obtaining such working capital is not assured. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Certain reclassifications were made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operation or stockholders’ equity. Financial instruments The carrying amounts of financial instruments including cash, inventory, accounts payable and short-term debt approximate fair value because of the relatively short maturity of these instruments. Accounts receivable Accounts receivable consist of collectible amounts for products and services rendered. The Company carries its accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a history of past write-offs and collections and current credit conditions. The Company generally does not require collateral for accounts receivable. Lease receivable The Company’s leasing activities consist of the leasing of trucks which are classified as direct financing leases. Revenue is recognized at the inception of the lease. The leases have a term of 8 years. Future payments to be received on the leases are as follows: 2017 $ 18,069 2018 $ 57,060 2019 $ 57,060 2020 $ 57,060 2021 $ 57,060 Thereafter $ 38,092 $ 284,401 Inventory Inventory is stated at the lower of cost or market using the average cost method, and consists of parts and work in process. Property, plant and equipment, net Property and equipment is recorded at cost. Major renewals and improvements are capitalized while maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. When property and equipment is retired or otherwise disposed of, a gain or loss is realized for the difference between the net book value of the asset and the proceeds realized thereon. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Buildings: 15 - 30 years Leasehold improvements: 7 years Software: 3 - 6 years Equipment: 5 years Vehicles and prototypes: 3 - 5 years Common stock On April 22, 2010, the directors of the Company approved a forward stock split of the common stock of the Company on a 14:1 basis. On May 12, 2010, the stockholders of the Company voted to approve the amendment of the certificate of incorporation resulting in a decrease of the number of shares of common stock. Management filed the certificate of amendment decreasing the authorized shares of common stock with the State of Nevada on September 8, 2010. On February 11, 2015, the Company filed a certificate of amendment to its articles of incorporation to increase the authorized shares of common stock to 50,000,000. On December 9, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation to implement a one-for-ten reverse split of the Corporation’s issued and outstanding common stock (the “Reverse Stock Split”), as authorized by the stockholders of the Company. The Reverse Stock Split became effective at the open of trading on December 11, 2015 (the “Effective Date”). As of the Effective Date, every ten shares of issued and outstanding common stock were combined into one newly issued share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Total cash payments made by the Company to stockholders in lieu of fractional shares was not material. All references in the financial statements and MD&A to number of common shares, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all prior periods presented, unless otherwise noted, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. The capital stock of the Company is as follows: Preferred Stock - The Company has authorized 75,000,000 shares of preferred stock with a par value of $.001 per share. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. There are no shares of preferred stock outstanding. Common Stock - On August 7, 2017 the Workhorse approved the amendment to the Certificate of Incorporation to increase the authorized shares of common stock to 100,000,000. This matter was approved by a majority of the shares outstanding. The Company has authorized 100,000,000 shares of common stock with a par value of $0.001 per share. Revenue recognition / customer deposits It is the Company’s policy that revenues will be recognized in accordance with SEC Staff Bulletin (SAB) No. 104, “Revenue Recognition”. Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured. Income taxes With the consent of its shareholders, at the date of inception, the Company elected under the Internal Revenue Code to be taxed as an S corporation. Since shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income, an S corporation is generally not subject to either federal or state income taxes at the corporate level. On December 28, 2009, pursuant to the merger transaction the Company revoked its election to be taxed as an S-corporation. As no taxable income has occurred from the date of this merger to September 30, 2017 cumulative deferred tax assets of approximately 27.7 million are fully reserved, and no provision or liability for federal or state income taxes has been included in the financial statements. Carryover amounts are: Approximate net operating loss ($ millions) Carryover to be used against taxable income generated through year 3.6 2030 6.7 2031 3.9 2032 4.7 2033 6.1 2034 9 2035 18.7 2036 28.7 2037 Research and development costs The Company expenses research and development costs as they are incurred. Research and Development costs were approximately $5.1 million and $1.0 million for the three months ended September 30, 2017 and 2016, respectively, consisting primarily of personnel costs for our teams in engineering and research, prototyping expense, and contract and professional services. Union City plant expenses prior to the start of production are also included in research and development expenses. Basic and diluted loss per share Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. For all periods, all of the Company’s common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company’s net losses. Stock based compensation The Company accounts for its stock based compensation in accordance with “Share-Based Payments” (codified in FASB ASC Topic 718 and 505). The Company recognizes in its consolidated statement of operations the grant-date fair value of stock options and warrants issued to employees and non-employees. The fair value is estimated on the date of grant using a lattice-based valuation model that uses assumptions concerning expected volatility, expected term, and the expected risk-free rate of return. For the awards granted, the expected volatility was estimated by management as 50% based on a range of forecasted results. The expected term of the awards granted was assumed to be the contract life of the option or warrant (one, two, three, five or ten years as determined in the specific arrangement). The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. Related party transactions Certain employees have performed services for the Company. These services are believed to be at market rates for similar services from non-related parties. Related party accounts payable are segregated in the balance sheet. Subsequent events The Company evaluates events and transactions occurring subsequent to the date of the consolidated financial statements for matters requiring recognition or disclosure in the consolidated financial statements. The accompanying consolidated financial statements consider events through November 7, 2017, the date on which the consolidated financial statements were available to be issued. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 2. INVENTORY As of September 30, 2017, and December 31, 2016, our inventory consisted of the following: September 30, 2017 December 31, 2016 Finished Goods - 212,884 Work in Process 674,713 987,665 Parts 6,793,620 1,264,286 7,468,333 2,464,835 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 3. PROPERTY, PLANT AND EQUIPMENT, NET As of September 30, 2017, and December 31, 2016, our property, plant and equipment, net, consisted of the following: September 30, 2017 December 31, 2016 Land 700,000 700,000 Buildings 5,900,000 5,900,000 Leasehold Improvements 19,225 19,225 Software 86,050 57,587 Equipment 829,742 808,512 Vehicles and prototypes 98,788 62,905 7,633,805 7,548,229 Less accumulated depreciation (1,960,761 ) (1,545,598 ) 5,673,044 6,002,631 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 4. LONG-TERM DEBT Long-term debt consists of the following: September 30, 2017 December 31, 2016 Secured mortgage payable to Bank for the purchase of the 100 Commerce Drive Building due in monthly installments of $11,900. 1,748,602 1,767,950 Note payable, former building owner interest payment only due in monthly installments of $1,604 interest at 5.5%. A balloon payment of $350 thousand plus unpaid interest due August 2018. 350,000 350,000 Note payable to the City of Loveland paid off in May 2017 - 50,000 2,098,602 2,167,950 Less current portion 61,484 79,521 Long term debt 2,037,118 2,088,429 Aggregate maturities of debt are as follows: 2018 358,067 2019 33,607 2020 35,858 2021 38,260 2022 44,345 Thereafter 1,526,981 2,037,118 |
Shareholder and Related Party A
Shareholder and Related Party Advances | 9 Months Ended |
Sep. 30, 2017 | |
Shareholder and Related Party Advances [Abstract] | |
SHAREHOLDER AND RELATED PARTY ADVANCES | 5. SHAREHOLDER AND RELATED PARTY ADVANCES As of September 30, 2017, the Company had deposits for $7,000 that were not yet issued as common stock. |
Lease Obligations
Lease Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Leases [Abstract] | |
LEASE OBLIGATIONS | 6. LEASE OBLIGATIONS On October 1, 2011, the Company began leasing operating facilities under an agreement expiring on September 30, 2018. The building subject to the lease was purchased in December 2016. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | 7. STOCK BASED COMPENSATION Options to directors, officers and employees The Company maintains, as adopted by the board of directors, the 2014 Stock Incentive Plan, the 2014 Stock Compensation Plan, 2013 Incentive Stock Plan, the 2012 Incentive Stock Plan, the 2011 Incentive Stock Plan and the 2010 Stock Incentive Plan (the plans) providing for the issuance of up to 1,100,000 options to employees, officers, directors or consultants of the Company. Incentive stock options granted under the plans may only be granted with an exercise price of not less than fair market value of the Company’s common stock on the date of grant (110% of fair market value for incentive stock options granted to principal stockholders). Non-qualified stock options granted under the plans may only be granted with an exercise price of not less than 85% of the fair market value of the Company’s common stock on the date of grant. Awards under the plans may be either vested or unvested options. The unvested options vest ratably over two years for options with a five or three-year term and after one year for options with a two-year term. The 2017 Incentive Plan was adopted by the Board of Directors and the shareholders of the Company. 5,000,000 shares of Common Stock have been reserved for issuance under the 2017 Incentive Plan. Under the Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. The 2017 Incentive Plan is not a qualified deferred compensation plan under Section 409(a) of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The primary purpose of the 2017 Incentive Plan is to attract and retain the best available personnel for the Company in order to promote the success of the Company’s business and to facilitate the ownership of the Company’s stock by employees. The 2017 Incentive Plan is administered by a committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act In addition to the plans, the Company has granted, on various dates, stock options to directors, officers and employees to purchase common stock of the Company. The terms, exercise prices and vesting of these awards vary. The following table summarizes option activity for directors, officers and employees: Outstanding Stock Options Options Available for Grant Number of Options Weighted Average Exercise Price per Option Weighted Average Grant Date Fair Value per Option Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 757,471 1,980,434 $ 2.21 $ 1.46 49 Additional stock reserved 500,000 - $ - $ - - Granted (794,500 ) 794,500 $ 6.38 $ 2.82 58 Exercised - (138,113 ) $ 1.79 $ 0.49 - Forfeited - - $ - $ - - Expired 492,500 (492,500 ) $ 3.83 $ 1.65 - Balance December 31, 2016 955,471 2,144,321 $ 2.46 $ 1.53 43 Additional stock reserved 944,529 - $ - $ - - Granted (1,900,000 ) 1,900,000 $ 5.01 $ 1.11 72 Exercised - (137,419 ) $ 2.11 $ 1.00 - Forfeited - - $ - $ - - Expired - - $ - $ - - Balance September 30, 2017 0 3,906,902 $ 3.17 $ 1.84 43 The Company recorded $1,070,862 and $823,253 compensation expense for stock options to directors, officers and employees for the nine months ended September 30, 2017 and 2016 respectively. As of September 30, 2017, unrecognized compensation expense of $2,376,998 is related to non-vested options granted to directors, officers and employees which is anticipated to be recognized over the next 7 months, commensurate with the vesting schedules. Options to consultants The Company has also granted, on various dates, stock options to purchase common stock of the Company to consultants for services previously provided to the Company. The terms, exercise prices and vesting of these awards vary. The following table summarizes option activity for consultants: Outstanding Stock Options Options Available for Grant Number of Options Weighted Average Exercise Price per Option Weighted Average Grant Date Fair Value per Option Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 99,303 306,773 $ 0.36 $ 1.01 41 Granted (9,000 ) 9,000 $ 4.99 $ 0.44 52 Exercised - (138,312 ) $ 0.34 $ 0.81 - Balance December 31, 2016 90,303 177,461 $ 0.49 $ 1.05 37 Exercised - (5,000 ) $ 1.50 $ 0.83 - Balance September 30, 2017 90,303 172,461 $ 0.57 $ 1.11 32 The Company recorded $5,258 and $31,356 compensation expense for stock options to consultants for the nine months ended September 30, 2017 and 2016 respectively. As of September 30, 2017, there was no unrecognized compensation expense for options granted to consultants. Warrants to placement agent and consultants The Company has compensated the placement agents for assisting in the sale of the Company’s securities by paying the placement agent commissions and issuing the placement agent common stock purchase warrants to purchase shares of the Company’s common stock. The warrants have a five-year term and various exercise prices. The Company has also granted, on various dates, stock warrants to purchase common stock of the Company to consultants for services previously provided to the Company. The terms, exercise prices and vesting of these awards vary. The following table summarizes warrant activity for the placement agent and consultants: Outstanding Warrants Warrants Available for Grant Number of Warrants Weighted Average Exercise Price per Warrant Weighted Average Grant Date Fair Value per Warrant Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 210,227 306,823 $ 2.79 $ 1.26 9 Exercised - (60,160 ) $ 2.69 $ 0.43 - Expired - (87,458 ) $ 6.00 $ 2.70 - Balance December 31, 2016 210,227 159,205 $ 2.56 $ 1.16 17 Balance September 30, 2017 210,227 159,205 $ 1.38 $ 0.68 21 The Company recorded no compensation expense for stock warrants to the placement agent and consultants for the nine months ended September 30, 2017 and 2016, respectively. There is no unrecognized compensation expense for the placement agent warrants because they are fully vested at date of grant. Warrants to directors and officers In December 2010 and May 2011, the Company issued to certain directors’ and officers’ common stock purchase warrants to acquire shares of common stock at an exercise price of $20.00 per share for a period of five years. In November 2011, under the terms of a Promissory Note issued to a director and officer, common stock purchase warrants were issued to acquire 100,000 shares of common stock at an exercise price of $5.00 per share for a period of one year. In May 2012, a director and officer received common stock purchase warrants to acquire common stock of the Company at an exercise price of $5.00 for a period of three years. In June 2012, a director and officer converted secured and unsecured loans provided to the Company from September 2011 to June 2012 in the aggregate amount of $389,250 into Promissory Notes and common stock purchase warrants. In November 2012, the Company entered into a Note and Warrant Amendment and Conversion Agreement whereby the holders converted all principal and interest under such Promissory Notes into shares of common stock. Further, the exercise price of the common stock purchase warrants was reduced to $2.50 per share. The $7,388 cost of the reduction in the exercise price is included in stock based compensation expense for the year ended December 31, 2012. The following table summarizes warrant activity for directors and officers: Outstanding Warrants Warrants Available for Grant Number of Warrants Weighted Average Exercise Price per Warrant Weighted Average Grant Date Fair Value per Warrant Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 348,925 338,925 $ 20.00 $ 1.02 4 Expired - (150,000 ) 20.00 0.15 - Balance December 31, 2016 348,925 188,925 $ 20.00 $ 1.02 4 Balance September 30, 2017 348,925 188,925 $ 20.00 $ 1.30 4 The Company recorded no compensation expense for stock warrants to directors and officers for the nine months ended September 30, 2017 and 2016. There is no unrecognized compensation expense for these warrants because they are fully vested at date of grant. |
Recent Pronouncements
Recent Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT PRONOUNCEMENTS | 8. RECENT PRONOUNCEMENTS In April 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and affects the guidance in ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. ASU No. 2016-10 clarifies the following two aspects of Topic 606: evaluating whether promised goods and services are separately identifiable, and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property, which is satisfied at a point in time, or a right to access the entity’s intellectual property, which is satisfied over time. ASU No. 2016-10 is effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Transitional guidance is included in the update. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Adoption of ASU No. 2016-10 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, and affects all entities that issue share-based payment awards to their employees. The new guidance involves several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU No. 2016-09, any excess tax benefits or tax deficiencies should be recognized as income tax expense or benefit in the income statement. Excess tax benefits are to be classified as an operating activity in the statement of cash flows. In accruing compensation cost, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest, as required under current guidance, or account for forfeitures when they occur. For an award to qualify for equity classification, an entity cannot partially settle the award in excess of the employer’s maximum statutory withholding requirements. Such cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity in the statement of cash flows. The amendments in ASU No. 2016-09 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Adoption of ASU No. 2016-07 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), and affects the guidance in ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is not yet effective. When another party is involved in providing goods or services to a customer, ASU No. 2014-09 requires an entity to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). The amendments in ASU No. 2016-08 are intended to improve the operability and understandability of the implementation guidance in ASU No. 2014-09 on principal versus agent considerations by offering additional guidance to be considered in making the determination. ASU No. 2016-08 is effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Transitional guidance is included in the update. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Adoption of ASU No. 2016-08 is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires a lessee to recognize in the statement of financial position a liability to make lease payments (“the lease liability”) and a right-of-use asset representing its right to use the underlying asset for the lease term, initially measured at the present value of the lease payments. When measuring assets and liabilities arising from a lease, the lessee should include payments to be made in optional periods only if the lessee is reasonably certain, as defined, to exercise an option to the lease or not to exercise an option to terminate the lease. Optional payments to purchase the underlying asset should be included if the lessee is reasonably certain it will exercise the purchase option. Most variable lease payments should be excluded except for those that depend on an index or a rate or are in substance fixed payments. A lessee shall classify a lease as a finance lease if it meets any of five listed criteria: 1) The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2) The lease grants the lessee and option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3) The lease term is for the major part of the remaining economic life of the underlying asset. 4) The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5) The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For finance leases, a lessee shall recognize in the statement of comprehensive income interest on the lease liability separately from amortization of the right-of-use asset. Amortization of the right-of-use asset shall be on a straight-line basis, unless another basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits. If the lease does not meet any of the five criteria, the lessee shall classify it as an operating lease and shall recognize a single lease cost on a straight-line basis over the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this update are to be applied using a modified retrospective approach, as defined, and are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. The Company is currently evaluating the financial statement impact of adopting the new guidance. |
Private Placement Memorandum an
Private Placement Memorandum and Stock Offering | 9 Months Ended |
Sep. 30, 2017 | |
Private Placement Memorandum and Stock Offering [Abstract] | |
PRIVATE PLACEMENT MEMORANDUM AND STOCK OFFERING | 9. PRIVATE PLACEMENT MEMORANDUM AND STOCK OFFERING During 2015, the Company entered into a placement agency agreement with a third party to assist in raising capital. Direct costs of this private placement memorandum (PPM) were deferred and reduced the proceeds from the shares sold in the PPM. The PPM was completed, and all costs were charged to equity in the three-month period ended in March 31, 2016. Total amount converted to common stock including accrued interest on the notes payable was $11,375,276 net of the deferred costs. On February 1, 2017, the Company announced the completion of its underwritten public offering of 6,500,000 shares of its common stock at a public offering price of $3.00 per share. In addition, the underwriters exercised an option to purchase an additional 975,000 shares of common stock at the public offering price, less the underwriting discounts and commissions. All of the shares in the offering were sold by Workhorse Group, with gross proceeds to Workhorse Group of approximately $22.4 million and net proceeds of approximately $20.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. On June 22, 2017, Workhorse entered into an at the market issuance sales agreement (the “Cowen Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of up to $25,000,000 through Cowen as its sales agent. On September 14, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen relating to the public offering and sale (the “Offering”) of 3,749,996 shares of the Company’s common stock, and five year warrants (exercisable beginning on the date of issuance) to purchase up to an aggregate of 2,812,497 shares of the Company’s common stock. Each investor received a warrant to purchase 0.75 shares of the Company’s common stock at an exercise price of $3.80 per share, for each share of common stock purchased. Pursuant to the Underwriting Agreement, Cowen purchased 3,749,996 shares of the Company’s common stock and accompanying warrants at a price per share of $3.20. The net proceeds to the Company were approximately $10.9 million after deducting underwriting discounts and commissions and offering expenses. The sale of such shares and accompanying warrants closed on September 18, 2017. The warrants contain full ratchet anti-dilution protection upon the issuance of any common stock, securities convertible into common stock or certain other issuances at a price below the then existing exercise price of the warrants, with certain exceptions. |
Summary of Significant Accoun16
Summary of Significant Accounting Principles (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations and principles of consolidation | Nature of operations and principles of consolidation Workhorse Group Inc. (Workhorse, the Company, we, us or our) is a technology company focused on providing sustainable and cost-effective solutions to the commercial transportation sector. As an American manufacturer, we design and build high performance battery-electric vehicles and aircraft that make movement of people and goods more efficient and less harmful to the environment. As part of the Company’s solution, it also develops cloud-based, real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. Although the Company operates as a single unit through its subsidiaries, it approaches its development through two divisions, Automotive and Aviation. The Company’s core products, under development and/or in manufacture, are the medium duty step van, the light duty pickup, the delivery drone and the manned multicopter. Workhorse, formerly known as Title Starts Online, Inc. and AMP Holding Inc., was incorporated in the State of Nevada in 2007 with $3,100 of capital from the issuance of common shares to the founding shareholder. On August 11, 2008, the Company received a Notice of Effectiveness from the U.S. Securities and Exchange Commission, and on September 18, 2008, the Company closed a public offering in which it accepted subscriptions for an aggregate of 200,000 shares of its common stock, raising $50,000 less offering costs of $46,234. With this limited capital, the Company did not commence operations and remained a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). On December 28, 2009, the Company entered into and closed a Share Exchange Agreement with the Shareholders of Advanced Mechanical Products, Inc. (n/k/a Workhorse Technologies, Inc.) (AMP or Workhorse Technologies) pursuant to which the Company acquired 100% of the outstanding securities of AMP in exchange for 14,890,904 shares of the Company’s common stock. Considering that, following the merger, the AMP Shareholders control the majority of the outstanding voting common stock of the Company, and effectively succeeded the Company’s otherwise minimal operations to those that are AMP. AMP is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of AMP securities for net monetary assets of the Company, which are de minimis, accompanied by a recapitalization. Accordingly, goodwill or other intangible assets have not been recognized in connection with this reverse merger transaction. AMP is the surviving entity and the historical financials following the reverse merger transaction will be those of AMP. The Company was a shell company immediately prior to the acquisition of AMP pursuant to the terms of the Share Exchange Agreement. As a result of such acquisition, the Company operations were now focused on the design, marketing and sale of vehicles with an all-electric power train and battery systems. Consequently, we believe the acquisition has caused the Company to cease to be a shell Company as it had operations following the acquisition. The Company formally changed its name to AMP Holding Inc. on May 24, 2010. Since the acquisition, the Company has devoted the majority of its resources to the development of an all-electric drive system capable of moving heavy large vehicles ranging from full size SUV’s up to and including Medium Duty Commercial trucks. Additionally, in February 2013, the Company formed a new wholly owned subsidiary, Workhorse Motor Works Inc. (f/k/a AMP Trucks Inc.), an Indiana corporation. On March 13, 2013, Workhorse Motor Works Inc. closed on the acquisition of assets from Workhorse Custom Chassis, LLC. The assets included in this transaction included: The Workhorse brand, access to the dealer network of 440 dealers nationwide, intellectual property, and all physical assets which included the approximately 250,000 sq. ft. of facilities on 48 acres of land in Union City, Indiana. This acquisition allows the Company to position itself as a medium duty OEM capable of producing new chassis with electric, propane, compressed natural gas, and hybrid configurations, as well as gasoline drive systems. On April 16, 2015, the Company filed Articles of Merger with the Secretary of State of the State of Nevada to change the name from “AMP Holding Inc.” to “Workhorse Group Inc.”. The Company believes that this change will allow investors, customers and suppliers to better associate the Company with the Workhorse brand, which is well known in the market. The consolidated financial statements include Workhorse Group Inc. and its wholly owned subsidiaries, together referred as “The Company”. Intercompany transactions and balances are eliminated in consolidation. The Company’s wholly owned subsidiaries include Workhorse Technologies Inc., Workhorse Motor Works Inc. and Workhorse Properties Inc. |
Basis of presentation | Basis of presentation The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and a history of negative working capital and stockholders’ deficits. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which, in turn, is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and successfully carry out its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary, should the Company not continue as a going concern. The Company has continued to raise capital. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue, provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing from the sale of common stock, preferred stock, and/or convertible debentures. Obtaining such working capital is not assured. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Certain reclassifications were made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operation or stockholders’ equity. |
Financial instruments | Financial instruments The carrying amounts of financial instruments including cash, inventory, accounts payable and short-term debt approximate fair value because of the relatively short maturity of these instruments. |
Accounts receivable | Accounts receivable Accounts receivable consist of collectible amounts for products and services rendered. The Company carries its accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a history of past write-offs and collections and current credit conditions. The Company generally does not require collateral for accounts receivable. |
Lease receivable | Lease receivable The Company’s leasing activities consist of the leasing of trucks which are classified as direct financing leases. Revenue is recognized at the inception of the lease. The leases have a term of 8 years. Future payments to be received on the leases are as follows: 2017 $ 18,069 2018 $ 57,060 2019 $ 57,060 2020 $ 57,060 2021 $ 57,060 Thereafter $ 38,092 $ 284,401 |
Inventory | Inventory Inventory is stated at the lower of cost or market using the average cost method, and consists of parts and work in process. |
Property, plant and equipment, net | Property, plant and equipment, net Property and equipment is recorded at cost. Major renewals and improvements are capitalized while maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. When property and equipment is retired or otherwise disposed of, a gain or loss is realized for the difference between the net book value of the asset and the proceeds realized thereon. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Buildings: 15 - 30 years Leasehold improvements: 7 years Software: 3 - 6 years Equipment: 5 years Vehicles and prototypes: 3 - 5 years |
Common stock | Common stock On April 22, 2010, the directors of the Company approved a forward stock split of the common stock of the Company on a 14:1 basis. On May 12, 2010, the stockholders of the Company voted to approve the amendment of the certificate of incorporation resulting in a decrease of the number of shares of common stock. Management filed the certificate of amendment decreasing the authorized shares of common stock with the State of Nevada on September 8, 2010. On February 11, 2015, the Company filed a certificate of amendment to its articles of incorporation to increase the authorized shares of common stock to 50,000,000. On December 9, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation to implement a one-for-ten reverse split of the Corporation’s issued and outstanding common stock (the “Reverse Stock Split”), as authorized by the stockholders of the Company. The Reverse Stock Split became effective at the open of trading on December 11, 2015 (the “Effective Date”). As of the Effective Date, every ten shares of issued and outstanding common stock were combined into one newly issued share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Total cash payments made by the Company to stockholders in lieu of fractional shares was not material. All references in the financial statements and MD&A to number of common shares, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all prior periods presented, unless otherwise noted, including reclassifying an amount equal to the reduction in par value of common stock to additional paid in capital. The capital stock of the Company is as follows: Preferred Stock - The Company has authorized 75,000,000 shares of preferred stock with a par value of $.001 per share. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. There are no shares of preferred stock outstanding. Common Stock - On August 7, 2017 the Workhorse approved the amendment to the Certificate of Incorporation to increase the authorized shares of common stock to 100,000,000. This matter was approved by a majority of the shares outstanding. The Company has authorized 100,000,000 shares of common stock with a par value of $0.001 per share. |
Revenue recognition / customer deposits | Revenue recognition / customer deposits It is the Company’s policy that revenues will be recognized in accordance with SEC Staff Bulletin (SAB) No. 104, “Revenue Recognition”. Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured. |
Income taxes | Income taxes With the consent of its shareholders, at the date of inception, the Company elected under the Internal Revenue Code to be taxed as an S corporation. Since shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income, an S corporation is generally not subject to either federal or state income taxes at the corporate level. On December 28, 2009, pursuant to the merger transaction the Company revoked its election to be taxed as an S-corporation. As no taxable income has occurred from the date of this merger to September 30, 2017 cumulative deferred tax assets of approximately 27.7 million are fully reserved, and no provision or liability for federal or state income taxes has been included in the financial statements. Carryover amounts are: Approximate net operating loss ($ millions) Carryover to be used against taxable income generated through year 3.6 2030 6.7 2031 3.9 2032 4.7 2033 6.1 2034 9 2035 18.7 2036 28.7 2037 |
Research and development costs | Research and development costs The Company expenses research and development costs as they are incurred. Research and Development costs were approximately $5.1 million and $1.0 million for the three months ended September 30, 2017 and 2016, respectively, consisting primarily of personnel costs for our teams in engineering and research, prototyping expense, and contract and professional services. Union City plant expenses prior to the start of production are also included in research and development expenses. |
Basic and diluted loss per share | Basic and diluted loss per share Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. For all periods, all of the Company’s common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company’s net losses. |
Stock based compensation | Stock based compensation The Company accounts for its stock based compensation in accordance with “Share-Based Payments” (codified in FASB ASC Topic 718 and 505). The Company recognizes in its consolidated statement of operations the grant-date fair value of stock options and warrants issued to employees and non-employees. The fair value is estimated on the date of grant using a lattice-based valuation model that uses assumptions concerning expected volatility, expected term, and the expected risk-free rate of return. For the awards granted, the expected volatility was estimated by management as 50% based on a range of forecasted results. The expected term of the awards granted was assumed to be the contract life of the option or warrant (one, two, three, five or ten years as determined in the specific arrangement). The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. |
Related party transactions | Related party transactions Certain employees have performed services for the Company. These services are believed to be at market rates for similar services from non-related parties. Related party accounts payable are segregated in the balance sheet. |
Subsequent events | Subsequent events The Company evaluates events and transactions occurring subsequent to the date of the consolidated financial statements for matters requiring recognition or disclosure in the consolidated financial statements. The accompanying consolidated financial statements consider events through November 7, 2017, the date on which the consolidated financial statements were available to be issued. |
Summary of Significant Accoun17
Summary of Significant Accounting Principles (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of future lease receivable | 2017 $ 18,069 2018 $ 57,060 2019 $ 57,060 2020 $ 57,060 2021 $ 57,060 Thereafter $ 38,092 $ 284,401 |
Schedule of estimated useful lives of property, plant and equipment | Buildings: 15 - 30 years Leasehold improvements: 7 years Software: 3 - 6 years Equipment: 5 years Vehicles and prototypes: 3 - 5 years |
Schedule of income taxes | Approximate net operating loss ($ millions) Carryover to be used against taxable income generated through year 3.6 2030 6.7 2031 3.9 2032 4.7 2033 6.1 2034 9 2035 18.7 2036 28.7 2037 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | September 30, 2017 December 31, 2016 Finished Goods - 212,884 Work in Process 674,713 987,665 Parts 6,793,620 1,264,286 7,468,333 2,464,835 |
Property, Plant and Equipment19
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | September 30, 2017 December 31, 2016 Land 700,000 700,000 Buildings 5,900,000 5,900,000 Leasehold Improvements 19,225 19,225 Software 86,050 57,587 Equipment 829,742 808,512 Vehicles and prototypes 98,788 62,905 7,633,805 7,548,229 Less accumulated depreciation (1,960,761 ) (1,545,598 ) 5,673,044 6,002,631 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | September 30, 2017 December 31, 2016 Secured mortgage payable to Bank for the purchase of the 100 Commerce Drive Building due in monthly installments of $11,900. 1,748,602 1,767,950 Note payable, former building owner interest payment only due in monthly installments of $1,604 interest at 5.5%. A balloon payment of $350 thousand plus unpaid interest due August 2018. 350,000 350,000 Note payable to the City of Loveland paid off in May 2017 - 50,000 2,098,602 2,167,950 Less current portion 61,484 79,521 Long term debt 2,037,118 2,088,429 |
Schedule of aggregate maturities of long-term debt | 2018 358,067 2019 33,607 2020 35,858 2021 38,260 2022 44,345 Thereafter 1,526,981 2,037,118 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock Options [Member] | Directors, officers and employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summarizes of option activity | Outstanding Stock Options Options Available for Grant Number of Options Weighted Average Exercise Price per Option Weighted Average Grant Date Fair Value per Option Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 757,471 1,980,434 $ 2.21 $ 1.46 49 Additional stock reserved 500,000 - $ - $ - - Granted (794,500 ) 794,500 $ 6.38 $ 2.82 58 Exercised - (138,113 ) $ 1.79 $ 0.49 - Forfeited - - $ - $ - - Expired 492,500 (492,500 ) $ 3.83 $ 1.65 - Balance December 31, 2016 955,471 2,144,321 $ 2.46 $ 1.53 43 Additional stock reserved 944,529 - $ - $ - - Granted (1,900,000 ) 1,900,000 $ 5.01 $ 1.11 72 Exercised - (137,419 ) $ 2.11 $ 1.00 - Forfeited - - $ - $ - - Expired - - $ - $ - - Balance September 30, 2017 0 3,906,902 $ 3.17 $ 1.84 43 |
Stock Options [Member] | Consultants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summarizes of option activity | Outstanding Stock Options Options Available for Grant Number of Options Weighted Average Exercise Price per Option Weighted Average Grant Date Fair Value per Option Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 99,303 306,773 $ 0.36 $ 1.01 41 Granted (9,000 ) 9,000 $ 4.99 $ 0.44 52 Exercised - (138,312 ) $ 0.34 $ 0.81 - Balance December 31, 2016 90,303 177,461 $ 0.49 $ 1.05 37 Exercised - (5,000 ) $ 1.50 $ 0.83 - Balance September 30, 2017 90,303 172,461 $ 0.57 $ 1.11 32 |
Warrant [Member] | Placement agent and consultants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summarize of warrant activity | Outstanding Warrants Warrants Available for Grant Number of Warrants Weighted Average Exercise Price per Warrant Weighted Average Grant Date Fair Value per Warrant Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 210,227 306,823 $ 2.79 $ 1.26 9 Exercised - (60,160 ) $ 2.69 $ 0.43 - Expired - (87,458 ) $ 6.00 $ 2.70 - Balance December 31, 2016 210,227 159,205 $ 2.56 $ 1.16 17 Balance September 30, 2017 210,227 159,205 $ 1.38 $ 0.68 21 |
Warrant [Member] | Directors and officers [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summarize of warrant activity | Outstanding Warrants Warrants Available for Grant Number of Warrants Weighted Average Exercise Price per Warrant Weighted Average Grant Date Fair Value per Warrant Weighted Average Remaining Exercise Term in Months Balance December 31, 2015 348,925 338,925 $ 20.00 $ 1.02 4 Expired - (150,000 ) 20.00 0.15 - Balance December 31, 2016 348,925 188,925 $ 20.00 $ 1.02 4 Balance September 30, 2017 348,925 188,925 $ 20.00 $ 1.30 4 |
Summary of Significant Accoun22
Summary of Significant Accounting Principles (Details) | Sep. 30, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2,017 | $ 18,069 |
2,018 | 57,060 |
2,019 | 57,060 |
2,020 | 57,060 |
2,021 | 57,060 |
Thereafter | 38,092 |
Total Lease Receivable | $ 284,401 |
Summary of Significant Accoun23
Summary of Significant Accounting Principles (Details 1) | 9 Months Ended |
Sep. 30, 2017 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 30 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 6 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Vehicles and prototypes [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Vehicles and prototypes [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun24
Summary of Significant Accounting Principles (Details 2) $ in Millions | Sep. 30, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net operating losses available for 2030 | $ 3.6 |
Net operating losses available for 2031 | 6.7 |
Net operating losses available for 2032 | 3.9 |
Net operating losses available for 2033 | 4.7 |
Net operating losses available for 2034 | 6.1 |
Net operating losses available for 2035 | 9 |
Net operating losses available for 2036 | 18.7 |
Net operating losses available for 2037 | $ 28.7 |
Summary of Significant Accoun25
Summary of Significant Accounting Principles (Details Textual) - USD ($) | Sep. 14, 2017 | Feb. 01, 2017 | Sep. 18, 2008 | Dec. 31, 2007 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Amount raise by subscriptions of common stock | $ 50,000 | ||||
Subscriptions for aggregate shares of common stock | 3,749,996 | 6,500,000 | 200,000 | 1,060,783 | |
Offering costs of common stock shares | $ 46,234 | ||||
Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount raise by subscriptions of common stock | $ 3,100 |
Summary of Significant Accoun26
Summary of Significant Accounting Principles (Details Textual 1) - AMP Holding Inc. [Member] - Share Exchange Agreement [Member] | 1 Months Ended |
Dec. 28, 2009shares | |
Business Acquisition [Line Items] | |
Number of outstanding securities in exchange of common stock | 14,890,904 |
Acquired outstanding securities , description | Company acquired 100% of the outstanding securities. |
Summary of Significant Accoun27
Summary of Significant Accounting Principles (Details Textual 2) | 9 Months Ended | |
Sep. 30, 2017 | Mar. 13, 2013ft²aDealer | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of dealers | Dealer | 440 | |
Area of facilities covered (in sq ft) | ft² | 250,000 | |
Area of land (in acres) | a | 48 | |
Leases receivable, term | 8 years |
Summary of Significant Accoun28
Summary of Significant Accounting Principles (Details Textual 3) - $ / shares | 1 Months Ended | 9 Months Ended | |||
Apr. 22, 2010 | Sep. 30, 2017 | Aug. 07, 2017 | Dec. 31, 2016 | Feb. 11, 2015 | |
Forward stock split | 14:1 | ||||
Number of authorized shares of preferred stock | 75,000,000 | 75,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Number of authorized shares of common stock | 100,000,000 | 100,000,000 | 100,000,000 | 50,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |||
Reverse stock split, description | On December 9, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation to implement a one-for-ten reverse split of the Corporation's issued and outstanding common stock (the "Reverse Stock Split"), as authorized by the stockholders of the Company. The Reverse Stock Split became effective at the open of trading on December 11, 2015 (the "Effective Date"). As of the Effective Date, every ten shares of issued and outstanding common stock were combined into one newly issued share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. | ||||
Common Stock [Member] | |||||
Number of authorized shares of common stock | 100,000,000 | ||||
Common stock, par value | $ 0.001 |
Summary of Significant Accoun29
Summary of Significant Accounting Principles (Details Textual 4) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cumulative deferred tax assets | $ 27,700,000 | $ 27,700,000 | ||
Research and development | $ 5,084,419 | $ 1,024,470 | $ 14,139,074 | $ 4,224,208 |
Expected volatility rate of stock | 50.00% |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Components of inventories | ||
Finished Goods | $ 212,884 | |
Work in Process | 674,713 | 987,665 |
Parts | 6,793,620 | 1,264,286 |
Inventory | $ 7,468,333 | $ 2,464,835 |
Property, Plant and Equipment31
Property, Plant and Equipment, Net (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 7,633,805 | $ 7,548,229 |
Less accumulated depreciation | (1,960,761) | (1,545,598) |
Property, plant and equipment, Net | 5,673,044 | 6,002,631 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 700,000 | 700,000 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 5,900,000 | 5,900,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 19,225 | 19,225 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 86,050 | 57,587 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 829,742 | 808,512 |
Vehicles and prototypes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 98,788 | $ 62,905 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,098,602 | $ 2,167,950 |
Less current portion | 61,484 | 79,521 |
Long term debt | 2,037,118 | 2,088,429 |
Secured mortgage payable to Bank [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,748,602 | 1,767,950 |
Note payable to former building owner [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 350,000 | 350,000 |
Note payable to the City of Loveland [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 50,000 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 358,067 | |
2,019 | 33,607 | |
2,020 | 35,858 | |
2,021 | 38,260 | |
2,022 | 44,345 | |
Thereafter | 1,526,981 | |
Aggregate maturities of long-term debt | $ 2,037,118 | $ 2,088,429 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($)Employee | |
Secured mortgage payable to Bank [Member] | |
Debt Instrument [Line Items] | |
Number of Commerce Drive Building | Employee | 100 |
Monthly installments | $ 11,900 |
Note payable to former building owner [Member] | |
Debt Instrument [Line Items] | |
Monthly installments | $ 1,604 |
Percentage of interest payable | 5.50% |
Balloon payment | $ 350,000 |
Debt due date | August 2,018 |
Note payable to city of Loveland [Member] | |
Debt Instrument [Line Items] | |
Debt due date | May 2,017 |
Shareholder and Related Party35
Shareholder and Related Party Advances (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Shareholder and Related Party Advances [Abstract] | ||
Deposits to shareholder | $ 7,000 | $ 229,772 |
Lease Obligations (Details)
Lease Obligations (Details) | Oct. 01, 2011 |
Operating Facilities [Member] | |
Property, Plant and Equipment [Line Items] | |
Lease expiration date | Sep. 30, 2018 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Number of Options, Exercised | (25,995) | |
Stock Options [Member] | Directors, officers and employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Available for Grant, Outstanding, Beginning Balance | 955,471 | 757,471 |
Options Available for Grant, Additional stock reserved | 944,529 | 500,000 |
Options Available for Grant, Granted | (1,900,000) | (794,500) |
Options Available for Grant, Exercised | ||
Options Available for Grant, Forfeited | ||
Options Available for Grant, Expired | 492,500 | |
Options Available for Grant, Outstanding, Ending Balance | 0 | 955,471 |
Number of Options | ||
Number of Options, Outstanding, Beginning balance | 2,144,321 | 1,980,434 |
Number of Options, Outstanding, Additional stock reserved | ||
Number of Options, Granted | 1,900,000 | 794,500 |
Number of Options, Exercised | (137,419) | (138,113) |
Number of Options, Forfeited | ||
Number of Options, Expired | (492,500) | |
Number of Options, Outstanding, Ending balance | 3,906,902 | 2,144,321 |
Weighted Average Exercise Price per Option | ||
Weighted Average Exercise Price per Option, Outstanding, Beginning Balance | $ 2.46 | $ 2.21 |
Weighted Average Exercise Price per Option, Additional stock reserved | ||
Weighted Average Exercise Price per Option, Granted | 5.01 | 6.38 |
Weighted Average Exercise Price per Option, Exercised | 2.11 | 1.79 |
Weighted Average Exercise Price per Option, Forfeited | ||
Weighted Average Exercise Price per Option, Expired | 3.83 | |
Weighted Average Exercise Price per Option, Outstanding, Ending Balance | 3.17 | 2.46 |
Weighted Average Grant Date Fair Value per Option, Outstanding, Beginning Balance | 1.53 | 1.46 |
Weighted Average Grant Date Fair Value per Option, Additional stock reserved | ||
Weighted Average Grant Date Fair Value per Option, Granted | 1.11 | 2.82 |
Weighted Average Grant Date Fair Value per Option, Exercised | 1 | 0.49 |
Weighted Average Grant Date Fair Value per Option, Forfeited | ||
Weighted Average Grant Date Fair Value per Option, Expired | 1.65 | |
Weighted Average Grant Date Fair Value per Option, Outstanding, Ending Balance | $ 1.84 | $ 1.53 |
Weighted Average Remaining Exercise Term in Months | ||
Weighted Average Remaining Exercise Term in Months, Outstanding, Beginning Balance | 43 months | 49 months |
Weighted Average Remaining Exercise Term in Months, Granted | 72 months | 58 months |
Weighted Average Remaining Exercise Term in Months, Outstanding, Ending Balance | 43 months | 43 months |
Stock Based Compensation (Det38
Stock Based Compensation (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Number of Options, Exercised | (25,995) | |
Stock Options [Member] | Consultants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Available for Grant, Outstanding, Beginning Balance | 90,303 | 99,303 |
Options Available for Grant, Granted | (9,000) | |
Options Available for Grant, Exercised | ||
Options Available for Grant, Outstanding, Ending Balance | 99,303 | 90,303 |
Number of Options | ||
Number of Options, Outstanding, Beginning balance | 177,461 | 306,773 |
Number of Options, Granted | 9,000 | |
Number of Options, Exercised | (5,000) | (138,312) |
Number of Options, Outstanding, Ending balance | 172,461 | 177,461 |
Weighted Average Exercise Price per Option | ||
Weighted Average Exercise Price per Option, Outstanding, Beginning Balance | $ 0.49 | $ 0.36 |
Weighted Average Exercise Price per Option, Granted | 4.99 | |
Weighted Average Exercise Price per Option, Exercised | 1.50 | 0.34 |
Weighted Average Exercise Price per Option, Outstanding, Ending Balance | 0.57 | 0.49 |
Weighted Average Grant Date Fair Value per Option, Outstanding, Beginning Balance | 1.05 | 1.01 |
Weighted Average Grant Date Fair Value per Option, Granted | 0.44 | |
Weighted Average Grant Date Fair Value per Option, Exercised | 0.83 | 0.81 |
Weighted Average Grant Date Fair Value per Option, Outstanding, Ending Balance | $ 1.11 | $ 1.05 |
Weighted Average Remaining Exercise Term in Months | ||
Weighted Average Remaining Exercise Term in Months, Outstanding, Beginning Balance | 37 months | 41 months |
Weighted Average Remaining Exercise Term in Months, Granted | 52 months | |
Weighted Average Remaining Exercise Term in Months, Outstanding, Ending Balance | 32 months | 37 months |
Stock Based Compensation (Det39
Stock Based Compensation (Details 2) - Warrant [Member] - Placement agent and consultants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Available for Grant, Outstanding, Beginning Balance | 210,227 | 210,227 |
Warrants Available for Grant, Exercised | ||
Warrants Available for Grant, Expired | ||
Warrants Available for Grant, Outstanding, Ending Balance | 210,227 | 210,227 |
Number of Warrants, Outstanding, Beginning Balance | 159,205 | 306,823 |
Number of Warrants, Exercised | (60,160) | |
Number of Warrants, Expired | (87,458) | |
Number of Warrants, Outstanding, Ending Balance | 159,205 | 159,205 |
Weighted Average Exercise Price per Warrant, Outstanding, Beginning Balance | $ 2.56 | $ 2.79 |
Weighted Average Exercise Price per Warrant, Exercised | 2.69 | |
Weighted Average Exercise Price per Warrant, Expired | 6 | |
Weighted Average Exercise Price per Warrant, Outstanding, Ending Balance | 1.38 | 2.56 |
Weighted Average Grant Date Fair Value per Warrant, Outstanding, Beginning Balance | 1.16 | 1.26 |
Weighted Average Grant Date Fair Value per Warrant, Exercised | 0.43 | |
Weighted Average Grant Date Fair Value per Warrant, Expired | 2.70 | |
Weighted Average Grant Date Fair Value per Warrant, Outstanding, Ending Balance | $ 0.68 | $ 1.16 |
Weighted Average Remaining Exercise Term in Months, Outstanding, Beginning Balance | 17 months | 9 months |
Weighted Average Remaining Exercise Term in Months, Outstanding, Ending Balance | 21 months | 17 months |
Stock Based Compensation (Det40
Stock Based Compensation (Details 3) - Warrant [Member] - Directors and officers [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Available for Grant, Outstanding, Beginning Balance | 348,925 | 348,925 |
Shares Available For Grant, Expired | ||
Warrants Available for Grant, Outstanding, Ending Balance | 348,925 | 348,925 |
Number of Warrants, Outstanding, Beginning Balance | 188,925 | 338,925 |
Number of Warrants, Expired | (150,000) | |
Number of Warrants, Outstanding, Ending Balance | 188,925 | 188,925 |
Weighted Average Exercise Price per Warrant, Outstanding, Beginning Balance | $ 20 | $ 20 |
Weighted Average Exercise Price per Warrant, Expired | 20 | |
Weighted Average Exercise Price per Warrant, Outstanding, Ending Balance | 20 | 20 |
Weighted Average Grant Date Fair Value per Warrant, Outstanding, Beginning Balance | 1.02 | 1.02 |
Weighted Average Grant Date Fair Value per Warrant, Expired | 0.15 | |
Weighted Average Grant Date Fair Value per Warrant, Outstanding, Ending Balance | $ 1.30 | $ 1.02 |
Weighted Average Remaining Exercise Term in Months, Outstanding, Beginning Balance | 4 months | 4 months |
Weighted Average Remaining Exercise Term in Months, Outstanding, Ending Balance | 4 months | 4 months |
Stock Based Compensation (Det41
Stock Based Compensation (Details Textual) - Stock Options [Member] - Directors, officers and employees [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance under Stock Incentive Plan | 1,100,000 | |
Percentage of fair market value granted | 110.00% | |
Percentage of fair market value non-qualified stock options granted | 85.00% | |
Fair market value granted of stock options granted after one year | 2 years | |
Stock based compensation | $ 1,070,862 | $ 823,253 |
Unrecognized compensation expense | $ 2,376,998 | |
Recognized period for non-vested warrants granted to consultants anticipated | 7 months | |
Common stock reserved for issuance under the 2017 Incentive Plan | 5,000,000 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of fair market value of options granted | 3 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of fair market value of options granted | 5 years |
Stock Based Compensation (Det42
Stock Based Compensation (Details Textual 1) - Stock Options [Member] - Consultants [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 5,258 | $ 31,356 |
Unrecognized compensation expense |
Stock Based Compensation (Det43
Stock Based Compensation (Details Textual 2) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 31, 2012 | Nov. 30, 2011 | May 31, 2011 | Dec. 31, 2010 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2012 | Dec. 31, 2012 | Sep. 14, 2017 | Nov. 30, 2012 | |
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price of warrants | $ 3.20 | |||||||||
Common stock purchase warrants | 2,812,497 | |||||||||
Warrant [Member] | Directors and officers [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price of warrants | $ 5 | $ 5 | $ 20 | $ 20 | ||||||
Term of warrant exercisable | 3 years | 1 year | 5 years | 5 years | ||||||
Common stock purchase warrants | 100,000 | |||||||||
Cost of reduction in exercise price of warrants | $ 7,388 | |||||||||
Stock based compensation | ||||||||||
Warrant [Member] | 2012 Notes [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price of warrants | $ 2.50 | |||||||||
Warrant [Member] | 2012 Notes [Member] | Directors and officers [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Amount of debt converted into 2012 notes and 2012 warrants | $ 389,250 |
Private Placement Memorandum 44
Private Placement Memorandum and Stock Offering (Details) - USD ($) | Sep. 14, 2017 | Feb. 01, 2017 | Jun. 22, 2017 | Sep. 18, 2008 | Sep. 30, 2017 |
Private Placement Memorandum and Stock Offering [Abstract] | |||||
Notes payable | $ 11,375,276 | ||||
Shares of common stock public offering | 3,749,996 | 6,500,000 | 200,000 | 1,060,783 | |
Public offering price per share | $ 3 | ||||
Purchase of additional shares of common stock | 975,000 | ||||
Gross of proceeds from issuance of initial public offering | $ 22,400,000 | ||||
Net of proceeds from issuance of initial public offering | $ 10,900,000 | $ 20,500,000 | $ 25,000,000 | ||
Warrants term | 5 years | ||||
Warrants to purchase up to an aggregate shares | 2,812,497 | ||||
Description of warrant to purchase | Each investor received a warrant to purchase 0.75 shares of the Company’s common stock at an exercise price of $3.80 per share, for each share of common stock purchased. | ||||
Warrants price per share | $ 3.20 |